"AMERICAN GRAFFITI"

                                      Screenplay by

                                       George Lucas

                               Gloria Katz & Willard Huyck

                

               RADIO

               On a dark screen an immense amber light appears and an 
               electric humming begins. The eerie light glows brighter and 
               illuminates a single huge number--11. We hear static and a 
               large vertical band of red floats mysteriously across the 
               screen.

               Pulling back slowly, we watch the glowing band traverse back 
               and forth over the amber light and past more numbers appearing--
               70... 90... 110... 130. And we begin to hear voices--strange 
               songs, fading conversations and snatches of music drifting 
               with static.

               Pulling back further, we realize it is a car radio filling 
               the screen and radio stations we're hearing, until the 
               indicator stops. There's a pause...and suddenly we are hit 
               by a blasting-out-of-the-past, Rocking and Rolling, turn-up-
               the-volume, pounding Intro to a Vintage 1962 Golden Week-End 
               Radio Show--back when things were simpler and the music was 
               better.

               And now a wolf howl shatters through time as the legendary 
               Wolfman Jack hits the airwaves, his gravel voice shrieking 
               and growling while the music pumps and grinds...

                                     WOLFMAN
                         Awwrigght, baay-haay-baay! I got a 
                         oldie for ya--gonna knock ya right 
                         on de flowa--baay-haay-hee-baay!

               The Wolfman howls like a soulful banshee as "Rock Around the 
               Clock" blasts forth.

               MEL'S DRIVE-IN--DUSK

               A neon drive-in casts long shadows across a vast parking lot 
               as the sun drops behind a distant hill. A large neon sign 
               buzzes in the foreground... MEL'S DRIVE-IN, while in the 
               background, "Rock Around The Clock" blares from the radio of 
               a beautiful decked and channeled, white with red trim, tuck-
               and-rolled '58 Chevy Impala that glides into the drive-in. 
               Main titles appear over action. Steve Bolander stops the 
               elegant machine and gets out. He looks around, then walks to 
               the front of the car and leans against the flame-covered 
               hood. Steve is eighteen, good-looking in a conservative, 
               button-down, short-sleeved shirt. Most likely to succeed, 
               president of his graduating class. He looks around the empty 
               drive-in, then hears a funny little horn.

               A Vespa scooter bumps into the lot. A young kid waves at him--
               and suddenly grabs the handlebars again as the scooter nearly 
               topples. Terry Fields ("The Toad") maneuvers the scooter 
               next to Steve's Chevy but misjudges and ricochets off the 
               trash can before stopping. Terry grins sheepishly. He's 
               seventeen, short but plenty loud, both vocally and 
               sartorically in his pink and black shirt, levis, and white 
               bucks. He looks slightly ridiculous but always thinks he's 
               projecting an air of supercool.

               Steve watches Terry smooth back his shiny ducktail and primp 
               his waterfall to a perfect cascade over his forehead. He 
               unbuttons his shirt one more button and lowers his pants to 
               look tough.

               Terry walks over and leans against the flamed car, imitating 
               Steve who pays him no mind. In the background, we hear the 
               Wolfman howling with the music. The record ends and a barrage 
               of humor begins from Wolfman Jack. The Wolfman is an unseen 
               companion to all the kids. Witty and knowledgeable about the 
               trivia that counts, he's their best friend, confidant, and 
               guardian angel.

               Now, a grey, insect-like Citroen deux-chevaux putters into 
               the parking lot and stops on the other side of the lot. Steve 
               and Terry watch Curt Henderson get out.

               Curt stands by his little car. He's seventeen, a curly 
               bespectacled, scraggly kid with a summer-grown moustache and 
               a paperback stuck in his bermuda shorts. Curt thinks of 
               himself as the town cynic. In reality, he's a hopeless 
               romantic. He starts over to his buddies.

                                     TERRY
                         Hey, whadaya say? Curt? Last night 
                         in town, you guys gonna have a little 
                         bash before you leave?

                                     STEVE
                         The Moose have been lookin' for you 
                         all day, man.

               Steve reaches into his pocket and hands Curt an envelope 
               without saying anything. Curt opens it slowly and pulls out 
               a check.

                                     CURT
                              (sarcastic)
                         Oh great...

                                     TERRY
                         Whadaya got, whadaya got? Wow--two 
                         thousand dollars. Two thousand doll--
                         !!

               Steve looks at Curt suspiciously; Curt seems somehow guilty.

                                     STEVE
                         Mr. Jenning couldn't find you, so he 
                         gave it to me to give to you. He 
                         said he's sorry it's so late, but 
                         it's the first scholarship the Moose 
                         Lodge has given out. Oh yeah, he 
                         says they're all very proud of you.

               Curt hands the envelope back to Steve.

                                     CURT
                         Well... ah... why don't you hold 
                         onto it for a while?

                                     STEVE
                         What's with you? It's yours! Take 
                         it! I don't want it.

                                     TERRY
                         I'll take it.

                                     CURT
                         Steve... Ah, I think we'd better 
                         have a talk. I've gotten-

               Suddenly a horn honks and they all turn. Laurie Henderson 
               pulls into the drive-in and waves to them. She is driving 
               the family's '58 Edsel.

                                     STEVE
                         Your sister calls. I'll talk to you 
                         later.

                                     CURT
                         Now, Steve! Let her wait.

                                     STEVE
                         Okay, make it short and sweet.

                                     CURT
                         Yeah, well... Listen...
                              (clearing his throat)
                         I... I don't think I'm going tomorrow.

                                     STEVE
                         What! Come on, what are you talking 
                         about?

                                     CURT
                         I don't know. I was thinking I might 
                         wait for a year... go to city--

               Laurie honks the horn a couple of times. Steve ignores her. 
               There is a long moment and Curt looks uncomfortable.

                                     STEVE
                         You chicken fink.

                                     CURT
                         Wait, let me explain--

                                     STEVE
                         You can't back out now! After all we 
                         went through to get accepted. We're 
                         finally getting out of this turkey 
                         town and now you want to crawl back 
                         into your cell--look, I gotta talk 
                         to Laurie.
                              (he hands the check 
                              back to Curt)
                         Now take it. We're leaving in the 
                         morning. Okay?

               Suddenly, there's an ear-splitting roar and they all turn as 
               a yellow '32 Ford deuce coupe--chopped, lowered and sporting 
               a Hemi-V8--bumps into the lot. The low slung classic rumbles 
               and parks at the rear of the drive in.

               Big John Milner, twenty-two, sits in his Ford, tough and 
               indifferent, puffing on a Camel. He wears a white T-shirt 
               and a butch haircut molded on the sides into a ducktail. A 
               cowboy in a deuce coupe--simple, sentimental and cocksure of 
               himself.

                                     STEVE
                         You wanna end up like John? You can't 
                         stay seventeen forever.

                                     CURT
                         I just want some time to think. What's 
                         the rush? I'll go next year.

                                     STEVE
                         We'll talk later.

               Steve walks off toward Laurie's Edsel. Laurie gets out. She's 
               wearing a letterman's sweater with a large "Class of '62" 
               emblazoned on the shoulder. Steve goes to her and they hug.

               On the radio, the music ends, and the Wolfman's intro tune 
               comes on.

                                     RADIO
                              (singing)
                         "Here comes the Wolfman--Wolfman 
                         Jack!"

                                     WOLFMAN (V.O.)
                         Oh, We're gonna rock and roll 
                         ourselves to death baby. You got the 
                         Wolfman Jack Show!

               MEL'S DRIVE-IN--NIGHT

               As the radio blares "Sixteen Candles," we see that with the 
               darkness Burger City has come alive. A continual line of hot 
               rods pulls into the parking lot to check out the parked cars, 
               then returns to the maindrag. Carhops glide by on roller 
               skates. Curt and John are fooling around in front of the 
               deuce coupe. A horn honks and they turn as a '60 Ford with 
               three girls in it slows by them. A girl leans out the window 
               and smiles.

                                     GIRL
                         Hi John!

               The girls in the car all screech and giggle as they zoom 
               off.

                                     JOHN
                         Not too good, huh?

                                     CURT
                         Why is it every girl that comes around 
                         here is ugly? Or has a boyfriend? 
                         Where is the dazzling beauty I've 
                         been searching for all my life?

               John watches the procession of gleaming cars traveling through 
               the hot night.

                                     JOHN
                         I know what you mean. The pickin's 
                         are really gettin' slim. The whole 
                         strip is shrinking. Ah, you know, I 
                         remember about five years ago, take 
                         you a couple of hours and a tank 
                         full of gas just to make one circuit. 
                         It was really somethin.'

               Suddenly, in the distance, there's a blood-curdling scream 
               from an incredible high-performance engine. The entire drive-
               in stops and listens.

                                     CURT
                         Hey, John. Someone new in town.

                                     JOHN
                         Ahhh.

                                     CURT
                         You gonna go after him?

                                     JOHN
                         Hey, listen, Professor, if he can't 
                         find me, then he ain't worth racin', 
                         right?

                                     CURT
                         The big shot!

               Across the swarming parking lot, Steve sits in the front 
               seat of his chevy with Laurie. Budda Macrae, a car hop, leans 
               down to attach a tray to Steve's window, showing off her 
               tight blouse.

                                     BUDDA
                         A cherry-vanilla coke and a chocolate 
                         mountain. Anything else you want, 
                         Steve?
                              (Steve shakes his 
                              head.)
                         If there is you let me know now. 
                         Just honk and I'm yours.

               She tucks in her blouse a little tighter, gives him a hot 
               look and goes to get the other tray. Budda takes the other 
               tray around the car, almost shoves it in the window where 
               Laurie is sitting.

                                     BUDDA
                         One fries--grab it before I drop it.

               She gives Laurie an antagonistic look and goes off. Steve 
               laughs. Laurie smiles. She's seventeen, very pretty, with 
               big doe-eyes, and a short bobbed hairdo. She pushes up the 
               sleeves on Steve's letterman sweater, which is sizes too 
               large for her. His class ring glints on a chain around her 
               neck. Laurie is sweet, the image of vulnerability, but with 
               a practical and self-preserving mind beneath.

                                     STEVE
                         Where was I?

                                     LAURIE
                         Um, how you thought high school 
                         romances were goofy and we started 
                         going together just because you 
                         thought I was kinda cute and funny, 
                         but then you suddenly realized you 
                         were in love with me, it was 
                         serious... and ah... oh, you were 
                         leadin' up to somethin' kinda big.

                                     STEVE
                         You make it sound like I'm giving 
                         dictation. Well, seriously, what I 
                         meant was, that ah... since we do 
                         care for each other so much, and 
                         since we should really consider 
                         ourselves as adults. Now, I, ah... 
                         could I have a couple of those fries?

               Through the windshield of the Chevy, they see Terry run by 
               in front of them, chasing Budda Macrae who's outdistancing 
               him on her roller skates.

                                     TERRY:
                         Come on, Budda. Come on...

               Steve watches them go by, then looks back at Laurie.

                                     STEVE
                         Ah, where was I?

                                     LAURIE
                         ..."consider ourselves adults"...

               Laurie pretends to be interested in her french fries, but is 
               obviously expecting something big.

                                     STEVE
                         Right... right... anyway, I thought 
                         maybe, before I leave, we could ah... 
                         agree that... that seeing other people 
                         while I'm away can't possibly hurt, 
                         you know?

               Laurie hasn't looked up but her mood has changed like a mask.

                                     LAURIE
                         You mean dating other people?

                                     STEVE
                         I think it would strengthen our 
                         relationship. Then we'd know for 
                         sure that we're really in love. Not 
                         that there's any doubt.

               Steve smiles and then looks to her. He stops smiling. They 
               listen to the radio for an awkward moment. Laurie struggles 
               to hold back her tears. With obvious difficulty, she turns 
               to him and smiles. He's expected something different and 
               doesn't know what to do, so he smiles back.

                                     LAURIE
                         I think you're right. I mean, we're 
                         not kids anymore, and it's silly to 
                         think that when we're three thousand 
                         miles apart we shouldn't be able to 
                         see other people and go out.

               Laurie takes his ring on the chain from around her neck and 
               puts it in her purse.

                                     STEVE
                         Laurie, now, listen, I didn't ask 
                         for that back. I think that...

                                     LAURIE
                         I know. I just sort of think it's 
                         juvenile now. I'll keep it at home. 
                         It's less conspicuous there.

                                     STEVE
                         You don't want to wear it?

                                     LAURIE
                         I didn't say that. I understand and 
                         I'm not upset. I mean, I can't expect 
                         you to be a monk or something while 
                         you're away.

               Steve just looks at her and nods. The Wolfman howls an intro 
               to "Gee" by the Crows. Outside, skooting around the drive-in 
               after Budda, Terry is pleading with the sexy car hop as she 
               delivers a tray to a car.

                                     TERRY
                         ...and I have a really sharp record 
                         collection. I even have "Pledging My 
                         Love" by Johnny Ace. Anyway, how can 
                         you love Nelson when he's going out 
                         with Marilyn Gator. Since he dumped 
                         on you maybe we could--

                                     BUDDA
                         He didn't dump on me, you little 
                         dip. Hi, Steve!

               Her tone changes immediately. Terry looks sour and turns 
               around to Steve who's getting out of the chevy. Budda leaves, 
               wiggling her butt for Steve.

                                     TERRY
                         She's a little conceited--just playing 
                         hard to get.

                                     STEVE
                         Listen, I came over here to talk to 
                         you about--

                                     TERRY
                         Any time, buddy. I'm your man. Nothing 
                         I like better than chewing the rug 
                         with a pal. You talk, I'll listen. 
                         I'm all ears. Shoot.

                                     STEVE
                         Shut up.

                                     TERRY
                         Sure.

                                     STEVE
                         Terry, I'm going to let you take 
                         care of my car while we're away--at 
                         least until Christmas. I'm afraid if 
                         I leave it with my--

               Steve notices Terry isn't with him any more and turns. Terry 
               is standing frozen to a spot.

                                     STEVE
                         What's wrong?

               Terry tries to talk, much like a shell-shocked war veteran. 
               His mouth moves but only a gurgle comes out.

               Curt is standing by the Chevy, talking with his sister Laurie. 
               She's still upset by what Steve said to her.

                                     CURT
                         Hey, sis--what's wrong?

                                     LAURIE
                         Nothing.

               Meanwhile, they watch Terry as Steve explains to him about 
               the car.

                                     STEVE
                         Now listen, only 30 weight Castrol-
                         R. I've written the tire pressure 
                         and stuff on a pad in the glove 
                         compartment. Are you listening?

               The others are watching now as Terry shakes his head 
               mechanically.

                                     CURT
                         What's wrong, he's crying!

               There is indeed a tear rolling down Terry's cheek.

                                     TERRY
                         I can't... believe... it.
                              (He starts toward the 
                              car and gently 
                              caresses its paint.)
                         I don't know what to say. I'll... 
                         love and protect this car until death 
                         do us part.
                              (He circles the car.)
                         This is a superfine machine. This 
                         may even be better than Daryl 
                         Starbird's superfleck moonbird. It 
                         is better than Daryl Starbird's.

               Laurie watches Terry, realizing that like the car, she'll be 
               left behind as a fond memory. She turns and looks at Steve, 
               who's been watching her. There's a moment between them... 
               Budda comes by with an empty tray. Terry sees her and wipes 
               his eyes. He walks up to her, a strange look on his face.

                                     TERRY
                         Budda, how would you like to go to 
                         the drive-in movies with me?

               The idea is so preposterous that even Budda is speechless. 
               She looks around at others.

                                     BUDDA
                         You've got to be kidding!

                                     TERRY
                         Would I kid you about a thing like 
                         that? I want you to know that 
                         something has happened to me tonight 
                         that is going to change everything. 
                         I've got a new...

               John walks up quietly and casually pulls down hard on the 
               back pockets of Terry's low riding levis. There is general 
               hysteria as Terry quickly pulls up his pants.

                                     TERRY
                         Car!! All right, who's the wise--
                              (He turns and sees 
                              John and changes his 
                              tune.)
                         Oh, John--verrry funny.
                              (He tries to laugh 
                              with the others.)

                                     JOHN
                         Hey, did she do that to you?

                                     STEVE
                         Let's get going. It seems like we've 
                         spent most of our lives in this 
                         parking lot.

                                     TERRY
                         Hey, Curt, let's bomb around, I wanna 
                         try out my new wheels!

                                     CURT
                         I'd like to, Toad, but I'm going 
                         with Steve and Laurie to the hop. 
                         I'd just slow you down anyway.

                                     TERRY
                         Yeah, tonight things are going to be 
                         different.

                                     JOHN
                         Hey, wait a minute, you're goin' to 
                         the Hop? The Freshman Hop?

                                     CURT
                         Yeah.

                                     JOHN
                         Oh, come on, man. That place is for 
                         kids. You two just got your ass out 
                         of there. Don't go back now.

                                     CURT
                         You ain't got no emotions?

                                     TERRY
                         We're gonna remember all of the good 
                         times, is what we're gonna do.

                                     JOHN
                         Yeah, well, go.

                                     CURT
                         Why don't you come with us?

                                     JOHN
                         Bullshit, man!

                                     CURT
                         Come on. For old time's sake.

                                     JOHN
                         Yeah, yeah... Well, listen. You go. 
                         Go ahead, Curtsy, baby. You go on 
                         over there and you remember all the 
                         good times you won't be having. I 
                         ain't goin' off to some goddamned 
                         fancy college. I'm stayin' right 
                         here. Havin' fun, as usual.

               John walks angrily to his coupe, gets in and slams the door. 
               Curt looks at the others and shrugs.

                                     TERRY
                         Jesus, Milner, you're in a great 
                         mood tonight.

               Curt goes over and stands by the window of the yellow coupe.

                                     CURT
                         What's the matter John? Did I say 
                         somethin' wrong? I'm sorry.

                                     JOHN
                         Ah, man, it's nothin'.

                                     CURT
                         Well, we'll see you later, okay?

                                     JOHN
                         Right.

                                     CURT
                         We'll all do somethin' together. You 
                         know, before Steve leaves.

               John looks at him suspiciously.

                                     JOHN
                         Okay, wait a minute. Now, you're not 
                         going?

                                     CURT
                         I don't know.

               John shakes his head. On the radio, Wolfman is taking a call 
               from a listener--

                                     MAN (V.O.)
                         Wolfman?

                                     WOLFMAN (V.O.)
                         Who is this?

                                     MAN
                         This is Joe... in Little Rock, way 
                         down in the Valley.

                                     WOLFMAN
                         You callin' from Little Rock, 
                         California?

                                     MAN
                         Long distance.

                                     WOLFMAN
                         My, my, my... listen, man, what kind 
                         of entertainment you got in that 
                         town?

                                     MAN
                         All we got is you.

               John roars his engine and pulls the yellow deuce coupe into 
               a screeching take-off out of the drive-in. Terry and Curt 
               watch him go off.

               MAIN STREET, MODESTO-NIGHT

               During the day, G street is a line of used car lots, small 
               shops, tacky department stores and greasy spoons. At night, 
               it is transformed into an endless parade of kids in flamed, 
               lowered and customed machines who rumble down the one way 
               street, through the seemingly adultless, heat-drugged little 
               town.

               Police cars glide ominously with the flow of traffic. In 
               parked cars, couples neck between flashing headlights. Guys 
               looking cool in a '56 Chevy sit in the slouched position of 
               the true Low Rider--and over it all the music and the Wolfman 
               can be heard. Just now, it's "Runaway" by Del Shannon.

               John travels with the flow of traffic, watching some dopey 
               guys shooting squirt guns from a moving car. John drives the 
               deuce coupe effortlessly. He looks over at a car pacing 
               alongside of his own.

                                     JOHN
                         Hey, Zudo.

               A sweaty looking guy turns and nods from the window.

                                     PAZUDO
                         Hey, Milner.

                                     JOHN
                         Hey, man, what happened to your 
                         flathead?

                                     PAZUDO
                         Huh?

                                     JOHN
                         What happened to your flathead?

                                     PAZUDO
                         Ah, your mother!

                                     JOHN
                         What?

                                     PAZUDO
                         Your mother. Hey, we been talkin' 
                         about you.

                                     JOHN
                         Yeah?

                                     PAZUDO
                         Yeah. There's a very wicked '55 Chevy 
                         lookin' for you.

                                     JOHN
                         Yeah, I know.

                                     PAZUDO
                         Watch out for the cop that's in 
                         Jerry's Cherry.

                                     JOHN
                         Yeah. All right, thanks.

               John nods and the two cars pull apart down the street.

               TRAVELING G STREET-STEVE'S WHITE '58 CHEVY

               The Rock and Roll blares as Terry the Toad cruises along the 
               main drag, singing along with the music. Sitting low in his 
               seat, he looks around, his face aglow, experiencing a new 
               world from the inside of a really fine car. This is the 
               greatest thing that has happened to Terry in seventeen long 
               years of being a short loser.

               Terry turns a corner and another car pulls alongside. A guy 
               looks out the window.

                                     GUY
                         Hey, Toad.

               Terry looks over and smiles coolly, proud of his new wheels.

                                     GUY
                              (leaning out the window)
                         Is that you in that beautiful car?
                              (Terry nods modestly)
                         Geez, what a waste of machinery.

               Terry's smile changes to a scowl as the car pulls away from 
               him.. Terry accounts the slight to jealousy. Then he forgets 
               it and enjoys driving the beautiful Chevy again. Another car 
               pulls alongside of him as he cruises along slowly.

                                     GIRL
                         Hey, kid.

               Terry looks over at the car cruising next to him. In the 
               back seat, a guy has dropped his trousers and is pushing his 
               bare buttocks against the side window--a classic BA complete 
               with pressed ham. Terry looks away, wondering why this is 
               still happening to him, even in his new car.

               TRAVELING G STREET-LAURIE'S '58 EDSEL

               Curt is in the back seat gazing out the window at the dark 
               main street of the small farm community. Steve and Laurie 
               are talking quietly in the front seat. Laurie is sitting 
               near the window and it sounds like Steve is convincing her 
               to move over. Laurie finally does. His arm goes around her 
               and her head rests on his shoulder.

               Curt is laughing as the Wolfman harasses someone on the radio. 
               The Wolfman is placing a call.

                                     WOLFMAN (V.O.)
                         Here we go with another call out of 
                         the station. Can you dig it? Answer 
                         the phone, dummy.

                                     MAN (V.O.)
                         Pinkie's Pizza

                                     WOLFMAN
                         Ah, yeah, listen, you got any more 
                         of those secret agent spy-scopes?

                                     MAN
                         Hit parade on the stethoscope?

                                     WOLFMAN
                         No. No, the secret agent spy-scope, 
                         man. That pulls in the moon, the sky 
                         and the planets... and the satellites 
                         and the little bitty space men.

                                     MAN
                         You must have the wrong number, 
                         partner.

                                     WOLFMAN
                         'Bye.

               Wolfman cuts into "Why Do Fools Fall in Love." Curt is 
               laughing in the back of the car, as he listens to the ever-
               present D.J.

               Steve slows the Edsel to a stop at the next light. Curt 
               glances over at a classic white '56 Thunderbird and sits up. 
               In the T-bird, a girl watches him. Blonde, beautiful, her 
               hair, backlit by a used car lot, seems to glow, making her 
               look almost ethereal. Curt doesn't move, as if afraid of 
               scaring her away. She smiles faintly---then says something, 
               so softly it's lost...

                                     CURT
                         What?

               Curt struggles to lower his window. She repeats it, but he 
               can't hear. The light changes. She smiles once more and is 
               gone.

                                     CURT
                              (shouting)
                         What? What?!!!

                                     STEVE
                         We didn't say anything.

                                     CURT
                         Quick! Hang a right!

                                     STEVE
                         What? Why?

                                     CURT
                         Cut over to G Street, I've just seen 
                         a vision! She was a goddess. You've 
                         got to catch her!

                                     STEVE
                         I didn't see anything.

                                     LAURIE
                         We're not going to spend the night 
                         chasing girls for you.

                                     CURT
                         I'm telling you, this was the most 
                         perfect, dazzling creature I've ever 
                         seen.

                                     STEVE
                         She's gone. Forget it.

                                     CURT
                         She spoke to me. She spoke to me, 
                         right through the window. I think 
                         she said, "I love you."

               Curt looks at his sister and Steve in the front seat. They 
               are bored by his romantic visions.

                                     CURT
                         That means nothing to you people? 
                         You have no romance, no soul? She--
                         someone wants me. Someone roaming 
                         the streets wants me! Will you turn 
                         the corner?

               Laurie looks around at him and seems to pity his flights of 
               poetic fantasy. Curt sits back and shakes his head.

               PARKING LOT

               Big John sits in his deuce coupe, backed into the parking 
               lot of the Acme Fall-out Shelter Co., the prime spot in town 
               for girl watching. A guy in wrap-around dark glasses leans 
               by the car next to John. They watch a group of laughing girls 
               cruise by in a Studebaker.

                                     JOHN
                         Oh, oh. Later.

                                     GUY
                         Alligator.

               John turns on his lights and swings the deuce coupe out into 
               the flow of traffic, after the Studebaker. John accelerates 
               and pulls alongside the Studebaker. The girl in the front 
               seat rolls down her window. John grins and yells over at the 
               carload of cuties.

                                     JOHN
                         Hey, you're new around here. Where're 
                         you from?

                                     FIRST GIRL
                         Turlock.

                                     JOHN
                         Turlock? You know a guy named Frank 
                         Bartlett?

                                     FIRST GIRL
                         No. Does he go to Turlock High?

                                     JOHN
                         Well, he used to. He goes to J.C. 
                         now.

                                     FIRST GIRL
                         Do you go to J.C.?

                                     JOHN
                         Yeah, sure.

                                     FIRST GIRL
                         Oh, wow! Do you know Guy Phillips?

                                     JOHN
                         Yeah, sure. I got him in a class.

                                     FIRST GIRL
                         He's so boss.

                                     JOHN
                         How would you like to ride around 
                         with me for awhile?

                                     FIRST GIRL
                         I'm sorry, I can't. I'm going steady.

                                     JOHN
                         Ah, come on!

                                     FIRST GIRL
                         I just can't.

                                     JOHN
                         You're just ridin' around with a 
                         bunch of girls. Hey, how about 
                         somebody else in there? Anybody else 
                         want to go for a ride?

               The girls chatter and giggle among themselves. One of the 
               girls dangles a bra out the back window, and they all break 
               into hysterical laughter. The girls try to accelerate ahead, 
               but John stays alongside their car.

                                     JOHN
                         Aw, come on... I got plenty of room. 
                         It's dangerous to have that many 
                         people in a car. Cops see ya, you're 
                         had. You got nothing to fear, I'm as 
                         harmless as a baby kitten.

               A small voice rises above the chatter.

                                     CAROL
                         I'll go. I'll go.

                                     FIRST GIRL
                         Judy's sister wants to ride with 
                         you. Is that all right?

                                     JOHN
                              (grinning)
                         Yeah, sure, Judy--her sister--her 
                         mother--anybody. I'll take 'em all. 
                         Listen, we'll go up and stop at that 
                         light. It'll turn red by the time we 
                         get there. All right?

               The first girl grins and nods. John winks at her.

                                     JOHN
                         You ever get tired of going steady 
                         with somebody that ain't around--I'm 
                         up for grabs.

               The cars stop at the light. A girl rushes out from the Studey 
               and runs around the back of John's coupe. She opens the door 
               and climbs in fast as the light changes.

               The Studebaker pulls off fast. John pushes through the gears 
               and turns and smiles at his pick-up, as "That'll Be the Day" 
               plays on the Wolfman Jack Show.

                                     JOHN
                         So, you're Judy's little sister.

               Carol Morrison shakes her head. She is thirteen years old, 
               very cute--wearing blue jeans, sneakers and a "Dewey Webber 
               Surf Board" T-shirt which hangs to her knees. John seems 
               slightly panicked.

                                     JOHN
                         Ah, shit,--how old are you?

                                     CAROL
                         Old enough. How old are you?

                                     JOHN
                         I'm too old for you.

                                     CAROL
                         You can't be that old.

                                     JOHN
                         Listen, listen. I think you better 
                         go back and sit with your sister. 
                         Hey, ah... where are they, anyway? 
                         They comin' back or somethin'? This 
                         is a joke, right? This better be a 
                         joke, 'cause I'm not drivin' you 
                         around.

                                     CAROL
                         But you asked me. What's the matter? 
                         Am I too ugly?
                              (on the verge of tears)
                         Judy doesn't want me with her and 
                         now you don't want me with you. Nobody 
                         wants me... even my mother and father 
                         hate me. Everybody hates me.

                                     JOHN
                         No they don't. I mean, I don't know, 
                         maybe they do. But I don't. It's 
                         just that you're a little young for 
                         me.

                                     CAROL
                         I am not! If you throw me out I'll 
                         scream.

                                     JOHN
                         OK, OK, just stay cool. There's no 
                         need to scream. We'll think of 
                         something.
                              (He looks at her as 
                              she wipes her eyes.)
                         It shouldn't take too long to find 
                         your sister again.

               Suddenly, a car horn honks next to them. John looks over at 
               the car.

                                     VOICE (O.S.)
                         Hey John--you gonna be there tonight?

                                     JOHN
                         Oh, shit! Hey, get down!

               John grabs Carol by the neck and pushes her head down onto 
               his lap so she can't be seen. John casually waves to the 
               friend in the car cruising alongside.

                                     JOHN
                         Hey, cool...

               Carol's head is being held down on his lap. She looks up at 
               him.

                                     CAROL
                         Hey, is this what they call copping 
                         a feel?

               John jumps, and immediately lets go of her as if burned.

                                     JOHN
                         NO! Uh uh. N-O. Don't even say that. 
                         Jesus...

               John is beginning to sweat now.

                                     CAROL
                         What's your name?

                                     JOHN
                         Mud, if anybody sees you.

               CRUISING G STREET-STEVE'S '58 CHEVY

               Terry continues to cruise the main drag, slouched low and 
               looking cool in his newly acquired machine. He adjusts his 
               waterfall curl as the Wolfman dedicates a list of songs. He 
               passes a group of guys bullshitting around the raised hood 
               of a souped-up parked car.

               Terry cruises alongside two girls in a Ford. He revs the 
               engine to get their attention and once he has it he motions 
               to roll down their window. They flip him the bird instead 
               and he lets them pass.

               Terry pulls up to a stop light. The car next to him is a '56 
               Ford--a good opponent and besides, the kid driving looks 
               younger than Terry.

                                     TERRY
                         What you got in there, kid?

                                     KID
                         More than you can handle.

               Terry revs his engine. So does the Ford. The tension mounts. 
               The green arrow for the left turn lane flashes on, the car 
               on Terry's other side moves off, and before he can control 
               his reflexes, Terry, too, has shot into the intersection 
               while the light remains red! Terry quickly shifts and returns 
               to the starting position. The other driver is grinning.

               Terry is flustered and embarrassed. Terry revs the Chevy a 
               couple more times, concentration intently this time on the 
               right light.

               Green!... The Ford bolts into the intersection. Terry likewise 
               floors the gas pedal and goes crashing backwards into a large 
               Buick. Terry is stunned for a moment, then realizes he forgot 
               to shift into first. He fumbles to get the car into first 
               gear.

               A distinguished looking man comes up to his window after 
               inspecting the damage. Terry tries to escape, but in his 
               panic the engine dies. He struggles to start it.

                                     OLDER MAN
                         Excuse me, but I think we've had an 
                         accident.

                                     TERRY
                         Well, goddamnit, I won't report you 
                         this time, but next time just watch 
                         it, will ya?

               Terry roars off in a cloud of indignant smoke, leaving the 
               gentleman standing in the street looking dismayed. The cars 
               behind him begin to honk their horns and shout crudities.

               USED CAR LOT

               Terry pulls up in front of a used car lot and jumps out to 
               inspect the damage to Steve's Chevy. He rubs a small scratch 
               on the back fender, but it won't disappear. As he spits on 
               it, a slick, baggy-suited car salesman ambles up.

                                     SALESMAN
                         I'll give you $525 for her on a 
                         practically new Corvette... and on 
                         top of this, I'm going to know 10% 
                         off the low price of this beautiful 
                         Vette. I'm talking about only $98 
                         down and $98 a month. Now, how am I 
                         able to make you this incredible 
                         offer? I'll tell you! I'm forced to 
                         move all the sporty cars off the lot 
                         as quickly as I can. Boss's orders. 
                         He doesn't want 'em. I think it's a 
                         mistake, but what can I do?

               Terry begins to get worried as the salesman begins to fondle 
               his new Chevy. He becomes frightened as the salesman attempts 
               to drag him over to one of the 'Vettes. Finally Terry breaks 
               away and jumps back into his car and the salesman continues 
               to rave on as Terry drives away.

               HIGH SCHOOL GYM--"AT THE HOP"

               Herbie and the Heartbeats, wearing their matching red blazers, 
               rock into a raunchy rendition of their masterpiece--

                                     HERBIE AND THE HEARTBEATS
                         One, two, three, four-- one, two 
                         three, four-- BAH... BAH... BAH... 
                         BAH... BAH... BAH... BAH... BAH... 
                         BAH... BAH... BAH... BAH... BAH... 
                         BAH... BAH... BAH... At the hop!!

               Pulling back from the bandstand, we see the Dewey High School 
               gym--the basketball nets swung back and draped with crepe, 
               the lights half-low, the noise high, and the waxed floor 
               being polished and pounded by stockinged feet as a seething 
               mob of adolescents join in that ancient rite--The Hop.

               A hundred of them are dancing and swaying while the band 
               gyrates on a raised platform. Kids on wooden bleachers watch 
               the whirling and spinning mass of ponytails and ducktails, 
               button-down shirts and mid calf skirts, cardigan sweaters 
               with little belts in the back.

               THE GIRLS' LAVATORY

               Laurie stands in front of a mirror in a line of other girls. 
               She brushes her hair, staring rather despondently at herself 
               in the mirror. The girl next to her is Peg Fuller, a cute 
               cheerleader.

                                     PEG
                         Hey, why are you so depressed? You'll 
                         forget him in a week. Listen, after 
                         you're elected senior queen you'll 
                         have so many boys after your bod--

                                     LAURIE
                         I don't want to go out with anybody 
                         else.

                                     PEG
                         Laurie, I know it's a drag but you 
                         can't--remember what happened to 
                         Evelyn Chelnick? When Mike went to 
                         the Marines? She had a nervous 
                         breakdown and was acting so wacky 
                         she got run over by a bus.

                                     LAURIE
                         I just wish I could go with him or 
                         something.

                                     PEG
                         Laurie, jeez... Come on.

               BOY'S LAVATORY

               We move down a row of sinks at which guys are working as 
               intently on their coiffures as the girls. Ducktails being 
               smoothed; glassy waterfalls being primped; the fronts of 
               crew cuts being waxed to stand stiff.

               Steve stands looking at himself, then glances at Eddie Quentin 
               standing next to him, dabbing something on his face.

                                     STEVE
                         What's that?

               Eddie jerks his hand down and hides something.

                                     EDDIE
                         What's what?

               Steve turns and pulls Eddie's hand up.

                                     STEVE
                         Hey, zit make-up!
                              (laughing)
                         Wait till I tell--hey, everybody, 
                         Eddie--

                                     EDDIE
                         Come on, Steve--don't. Just cool it.

               He takes his pimple cream back and Steve continues to laugh. 
               He stops slowly and looks at himself again in the mirror. He 
               finds something on his neck, looks around at Eddie.

                                     STEVE
                              (quietly)
                         Let me see some of that stuff.

               Eddie gives him the tube and Steve dabs it on his neck.

                                     EDDIE
                         You leave tomorrow?

               Steve nods.

                                     EDDIE
                         You and Laurie engaged yet?

                                     STEVE
                         No, but we got it worked out. We're 
                         still going together but we can date 
                         other people.

                                     EDDIE
                         And screw around--I hear college 
                         girls really give out.

               Suddenly a voice shouts "One-two--" they turn to see a guy 
               at every toilet hit the flusher on "Three," sending a torrent 
               of water down the pipes. Suddenly, there's a rumbling noise 
               as the pipes break and water gushes over the floor. Panic! 
               Everybody crashes for the doors, laughing and shoving each 
               other.

               HIGH SCHOOL GYM

               The guys tumble out the lavatory door and abruptly cool it 
               as a dumb-looking paunchy teacher stops and looks them over, 
               rocking on his heels. They escape quietly. Steve and Eddie 
               meet Laurie coming out of the girls' lavatory with Peg. 
               They're watching the dancers as Hervie and his band moan 
               through a slow number--"She's So Fine."

                                     STEVE
                         Come on.

                                     LAURIE
                         Come on what?

                                     STEVE
                         Let's dance.

                                     LAURIE
                         No thanks.

                                     STEVE
                         Laurie, I want to dance.

                                     LAURIE
                         Who's stopping you?

               Eddie and Peg are listening and watching. Steve smiles at 
               them like everything's okay. He glares at Laurie.

                                     STEVE
                              (under his breath)
                         Laurie, I thought since this was our 
                         last night together for 3 months, 
                         you might want to dance with me.

                                     LAURIE
                         How sentimental. You'll be back at 
                         Christmas.

                                     STEVE
                         I want to dance now, not at Christmas.

               He takes her arm, which she pulls away.

                                     LAURIE
                         Get your cooties off me--

               Eddie and Peg are watching with great interest. Steve smiles 
               at them again. Then he leans down and whispers something to 
               Laurie.

                                     LAURIE
                         Go ahead, slug me, scar my face. I 
                         wouldn't dance with you if you were 
                         the last guy left in this gym.

                                     EDDIE
                         Uh, Peg, I think we should dance.

                                     PEG
                         No, this is getting good.

                                     LAURIE
                         I'll dance with you, Eddie. You don't 
                         mind, do you, Peggy?

               She takes Eddie by the hand and leaves Steve fuming with 
               Peg.

                                     PEG
                         Joe College strikes out.

               Steve gives her a snide look, then watches Laurie and Eddie 
               laughing, as they join in The Stroll. The whole gym is 
               Strolling in unison, like some strange musical military 
               formation.

               HIGH SCHOOL HALLWAY

               The Stroll music floats from the gym down the empty hall. 
               Curt walks along with his hands in his pockets. One last 
               trip down the grey, locker-lined corridor. He slows and stops 
               by locker 2127. He smiles a little, then flips the dial of 
               the lock. Once to the right--back to the left--then to the 
               right again. Curt hits the handle. It doesn't open. Changed 
               already. He shrugs and goes off down the hallway.

               HIGH SCHOOL GYM

               Curt walks in the background, behind the line of kids clapping 
               as one couple Strolls down between them. Then Curt hears 
               somebody call him.

                                     MR. WOLFE (O.S.)
                         Hey--Curtis!

               Curt wanders over toward a young teacher, Mr. Wolfe, who is 
               surrounded by a group of admiring (and grade-seeking) girls. 
               Mr. Wolfe wears ivy league clothes and is about twenty-five, 
               not much older than his students.

                                     MR. WOLFE
                         Curtis, come here. Help me, will 
                         you? I'm surrounded.

                                     GIRL
                         You won't dance? Come on.

                                     MR. WOLFE
                         No, really, I'd like to, but I can't. 
                         I mean, if old Mr. Simpson came in 
                         here and saw me dancing with one of 
                         you sexy little--excuse me... one of 
                         you young ladies, he'd have my rear 
                         end.

                                     GIRLS
                         Aahhh.

               The all giggle. Mr. Wolfe shrugs at Curt and heads for a 
               door. Curt follows him and they escape from the girls into 
               the night.

               OUTSIDE THE GYM

               Curt and Mr. Wolfe come out of the gym. Mr. Wolfe sees a 
               couple of guys skulking around in the shadows smoking 
               cigarettes and laughing. The music has changed to "See You 
               in September."

                                     MR. WOLFE
                         Hey, Warren. Come on, gentlemen, 
                         back inside. Put 'em out. Let's go.

                                     CURT
                              (grinning as he pulls 
                              out a pack of 
                              cigarettes)
                         Kids... Want one?

                                     MR. WOLFE
                              (taking one from the 
                              pack)
                         All right. Hey, I thought you'd left.

                                     CURT
                         No, not yet.
                              (looking for matches)
                         I have no matches.

               Mr. Wolfe takes out a pack of matches and lights both their 
               cigarettes. They walk down a chain-link fence, past dark, 
               venetian-blinded classrooms.

                                     MR. WOLFE
                         Brother, how do I get stuck with 
                         dance supervision? Will you tell me 
                         that?... You going back East? Boy, I 
                         remember the day I went off. Got 
                         drunk as hell the night before. Just--

                                     CURT
                         Blotto.

                                     MR. WOLFE
                         Blotto. Exactly. Barfed on the train 
                         all the next day.

                                     CURT
                              (grinning)
                         Cute. Very cute. Where'd you go again?

                                     MR. WOLFE
                         Middlebury. Vermont. Got a 
                         scholarship.

                                     CURT
                         And only stayed a semester.

                                     MR. WOLFE
                              (smiling and nodding)
                         One semester. And after all that, I 
                         came back here.

                                     CURT
                         Why?

                                     MR. WOLFE
                              (shrugging)
                         Decided I wasn't the competitive 
                         type. I don't know... maybe I was 
                         scared.

                                     CURT
                         Well, you know I might find I'm not 
                         the competitive type myself.

                                     MR. WOLFE
                         What do you mean?

                                     CURT
                         Well, I'm not really sure that I'm 
                         going.

                                     MR. WOLFE
                         Hey, now--don't be stupid. Go. 
                         Experience life. Have some fun, 
                         Curtis.

               Then a voice calls from the shadows.

                                     JANE (O.S.)
                         Bill?

               They turn and see a girl coming out of a doorway. Mr. Wolfe 
               looks at Jane, one of his students, but doesn't say anything.

                                     JANE
                         I mean--Mr. Wolfe. Can I speak with 
                         you a minute.
                              (She smiles at Curt.)
                         Hi, Curt.

                                     CURT
                         Jane...

               He looks at Mr. Wolfe, who seems a little embarrassed. Then, 
               Mr. Wolfe sticks out his hand.

                                     MR. WOLFE
                         Anyway--good luck, Curtis.

               Curt shakes his hand.

                                     CURT
                         Yeah... I'll see you. Thanks a lot.

               Curt walks back toward the gym. Looking around, he sees Mr. 
               Wolfe standing in the shadows with the girl, talking 
               intimately. Curt turns away and goes off. Before going back 
               into the gym, Curt stops. He sees a white T-bird parked among 
               a row of cars in the parking lot. He walks--then starts 
               running toward the car. There's a blonde sitting in the front 
               seat making out with some guy.

               Curt leans down to the window and is about to say something 
               to his dream girl. But she turns and he sees it's not her. 
               Her boyfriend glares at him like he's some kind of peeping 
               Tom. Curt backs away awkwardly, trying to smile. He leaves.

               CRUISING MAIN STREET--'32 DEUCE COUPE

               The yellow Ford coupe is gliding down the street--skimming 
               around corners gracefully as the night lights glide up its 
               lacquered hood.  Inside the car, Carol glances at John and 
               smiles. The Wolfman is howling on the radio.

                                     WOLFMAN (V.O.)
                         A Wolfman exclusive for ya now. The 
                         Beach Boys, baby, a brand new group. 
                         I predict they gonna go a long way. 
                         This is called "Surfin' Safari."

               Carol is continuing to jabber on, relating past adventures 
               with her little friends. John is unimpressed.

                                     CAROL
                         So the next night we found out where 
                         they parked and went out with 
                         ammunition.

                                     JOHN
                         Don't you have homework or something 
                         to do?

                                     CAROL
                         No sweat--my mother does it. Anyway, 
                         he thought he was had. He started 
                         the car and couldn't see through the 
                         windshield--and zoomed straight into 
                         the canal--it was a riot.

               John smiles sarcastically.

                                     CAROL
                         I still got some, so don't try 
                         anything.

               She takes a pressurized can of shaving cream and squirts his 
               nose. He swipes the shaving cream on his nose--swerving--A 
               car honks.

                                     JOHN
                         Hey, watch it will ya! Jesus Christ, 
                         thanks a lot.
                              (looking at her angrily)
                         Hey, drivin' is a serious business. 
                         I ain't havin' no accidents because 
                         of you.

               Carol sinks into her corner of the car. She sticks her tongue 
               out for a quick moment.

                                     JOHN
                              (catching her look)
                         Come on, don't give me any grief. 
                         I'm warning ya.

                                     CAROL
                         Spare me, killer.

               He stares at her and she shuts up. "Surfin' Safari" is blaring 
               on the radio and she starts twisting with the music. John 
               turns the radio off.

                                     CAROL
                         Why'd you do that?

                                     JOHN
                         I don't like that surfing shit. Rock 
                         'n Roll's been going downhill ever 
                         since Buddy Holly died.

                                     CAROL
                         Don't you think the Beach Boys are 
                         boss!

                                     JOHN
                         You would, you grungy little twerp.

                                     CAROL
                         Grungy? You big weenie, if I had a 
                         boyfriend he'd pound you.

                                     JOHN
                              (looking in the rear-
                              view mirror)
                         Sure--ah, shit, Holstein!

               She looks around, and sees a police car following them, bubble 
               lights aglow.

                                     CAROL
                         Good, a cop--I'm going to tell him 
                         you tried to rape me.

               John pulls the car over and stops.

                                     JOHN
                         Oh, no--No. Hey--

                                     CAROL
                         It's past my curfew. I'm going to 
                         tell him how old I am, my parents 
                         don't know I'm out and you tried to 
                         rape me. Boy, are you up a creek.

               John looks at her.

                                     JOHN
                         Hey--ah, really--don't say anything.

               She looks at him.

                                     CAROL
                         If you say "I was a dirty bird. 
                         Carol's not grungy, she's bitchin'."

               The cop is tapping at John's window. John wipes his face.

                                     CAROL
                         Say it--I'll tell him.

                                     JOHN
                              (quietly)
                         I was a dirty bird, Carol's not 
                         grungy, she's bitchin.'

                                     CAROL
                         Okay--I'll think about it.

               "The Great Imposter" can be heard on the passing car radios. 
               John rolls down his window. He looks at the surly cop.

                                     HOLSTEIN
                         Where you going, Milner?

                                     JOHN
                         I'm going home--sir.

                                     HOLSTEIN
                         Where you been, Milner?

                                     JOHN
                         Ah--at the movies--sir.

                                     HOLSTEIN
                         Milner, you weren't around the 12th 
                         and G streets at about 8:30, were 
                         you?

                                     JOHN
                         No, I wa at the movies--like I said--
                         sir.

               Holstein looks at him, then steps back, looks at the car. 
               Holstein's only a couple years older than John, but the 
               uniform separates them by light years.

                                     HOLSTEIN
                         Uh-huh. Milner, the reason I stopped 
                         you was because the light on your 
                         license plate is out.
                              (opening his ticket 
                              book)
                         I'm gonna have to cite you for that. 
                         And Milner, the front end of this... 
                         this... this thing you're driving 
                         looks a little low.

                                     JOHN
                         Oh, no sir. It's twelve and a half 
                         inches. Regulation size. Now, it's 
                         been checked several times. You can 
                         check it if you like, sir.

               Holstein just glares at him and then leans in close through 
               the window.

                                     HOLSTEIN
                         Look, Milner.

                                     JOHN
                         Yes, sir.

                                     HOLSTEIN
                         You can't fool with the law.

                                     JOHN
                         Yes, sir.

                                     HOLSTEIN
                         We know that was you tonight. We 
                         have an excellent description of 
                         this car. I could run you in right 
                         now and I could make it stick. But 
                         I'm not gonna do that, Milner, you 
                         know why?

               John shakes his head no.

                                     HOLSTEIN
                         Because I want to catch you in the 
                         act. And when I do, I'm gonna nail 
                         you, but good. Happy Birthday, Milner.

               Holstein drops the ticket through the window onto John's 
               lap. He starts back to his patrol car. When he's out of 
               earshot John answers.

                                     JOHN
                         Thank you--asshole.

                                     CAROL
                              (looking over at him)
                         You're a regular J.D.

                                     JOHN
                         Here, file that under C.S. over there.

               Carol takes the ticket and opens the glove compartment.

                                     CAROL
                         C.S.? What's that stand for?

                                     JOHN
                         Chicken shit--that's what it is.

                                     CAROL
                         Oh...

               She looks amazed as she adds the new ticket to a mess of 
               similar tickets crammed in the glove compartment. The police 
               car pulls by them. John scowls, then roars his engine and 
               pulls back into the stream of traffic.

               CRUISING MAIN STREET--STEVE'S '58 CHEVY

               Terry is looking and feeling like he's got it made. He 
               downshifts and slows for a red light. A very mean-looking 
               black '55 Chevy--blown, scooped and slicked--pulls up next 
               to him. The driver, Bob Falfa, has a gum-chewing girlfriend 
               sitting almost on top of him. Terry challenges the '55 Chevy 
               by revving his engine.

               Bob Falfa doesn't even look over. He revs his engine--which 
               sounds like a cross between a Boeing 707 and a SuperChief. 
               Terry can't believe it. He quits revving his engine--feeling 
               deflated.

               Terry looks over at the snotty grin on Falfa's girlfriends' 
               face.

                                     GIRLFRIEND
                         Ain't he neat?

               Terry doesn't say anything and Bob Falfa glares over at him.

                                     FALFA
                         Hey, you know a guy around here with 
                         a piss yellow deuce coupe--supposed 
                         to be hot stuff?

                                     TERRY
                         You mean John Milner?

               Falfa nods slowly.

                                     TERRY
                         Hey, nobody can beat him, man. He's 
                         got the fastest--

                                     FALFA
                         I ain't nobody, dork. Right?

                                     TERRY
                         Right...

                                     FALFA
                         Hey, you see this Milner, you tell 
                         him I'm lookin' for him, huh? Tell 
                         him I aim to blow his ass right off 
                         the road.

                                     GIRLFRIEND
                              (giving another snotty 
                              smile)
                         Ain't he neat?

               Terry doesn't say anything. There's another incredible scream 
               as Falfa roars off, leaving Terry to stare through his smoke. 
               Terry accelerates the '58 Chevy--at a prudent speed.

               As the radio blares "Almost Grown," Terry glides past the 
               lighted stores slowly, taking in everything with wide eyes 
               from his beautiful new car.

               Terry passes a steaming rear-end collision at an intersection 
               where two guys and two girls are all yelling.

               Then, suddenly, he spots a girl--walking--alone. His mouth 
               drops open in amazement as he slows to a crawl. Debbie, 
               nineteen, with blonde hair, wearing a blue and white spaghetti-
               strap dress, strolls along the sidewalk.

               Terry rolls the powerful engine, but she ignores him. As he 
               passes her, he speeds up.

                                     TERRY
                         What a babe... what a bitchin' babe... 
                         And Wolfman Baby, she's all mine.

               Terry tears around the corner and starts his approach once 
               more. He quickly whips out his comb, touches up his hair and 
               settles down into a comfortable slouch.

                                     TERRY
                         Okay, honey, here I come--James Dean 
                         lives!

               He hits the clutch, roars the engine a couple more times and 
               then--disaster. Debbie passes behind some rough looking dudes 
               on motorcycles, parked along the curb. One especially vicious 
               biker turns and looks at Terry as he passes.

               Terry roars off around the block.

                                     TERRY
                         Stay cool, honey--don't let those 
                         creeps bug you. Wolfman, please don't 
                         let those creeps bug her... please.

               As Debbie passes the bikers, they hoot, holler, and make 
               barnyard noises. From the cat calls, and Debbie's manner it 
               seems obvious that Debbie is a girl a lot of boys have 
               "known."

               She has walked clear of the bikers as Terry screeches around 
               the corner again. He pulls up alongside her and again slows 
               to a crawl. The pass each other for awhile, but she doesn't 
               look over.

                                     TERRY
                         Hi!
                              (lowering his voice)
                         Hello... buenos noches? Need a lift? 
                         Nice night for a walk? Do you know 
                         John Milner? Curt Henderson? Sure 
                         you wouldn't like a ride somewhere? 
                         Did anyone ever tell you that you 
                         look just like Connie Stevens?

               This stops her and she turns--Terry hits the brakes and the 
               car bounces.

                                     TERRY
                         You do! I mean it! Just like Connie 
                         Stevens. I met her once.

                                     DEBBIE
                         For real?

                                     TERRY
                         Yeah. At a Dick Clark road show.

               Debbie starts slowly toward the car.

                                     DEBBIE
                         You really think I look like her?

                                     TERRY
                         No shit--excuse me, I mean I'm not 
                         just feeding you a line. You look 
                         like Connie Stevens. What's your 
                         name?

                                     DEBBIE
                         Debbie. I always though I looked 
                         like Sandra Dee.

                                     TERRY
                         Oh yeah--well, you look a lot like 
                         her too.

                                     DEBBIE
                         This your car?

                                     TERRY
                         Yeah. I'm Terry the--they call me 
                         Terry the Tiger.

                                     DEBBIE
                         It's really tough looking.

                                     TERRY
                         What school do you go to?

                                     DEBBIE
                         Dewey--can it lay rubber?

                                     TERRY
                         Oh yeah, it's got a 327 Chevy mill 
                         with six Strombergs.

                                     DEBBIE
                         Wow--bitchin' tuck and roll. I just 
                         love the feel of tuck and roll 
                         upholstery.

                                     TERRY
                         You do?

                                     DEBBIE
                         Yeah.

                                     TERRY
                         Well, come on in--I'll let you feel 
                         it. I mean, you can touch it if you 
                         want--
                              (realizing it's coming 
                              out wrong he gets 
                              nervous)
                         I mean the upholstery, you know.

                                     DEBBIE
                         Okay.

               Terry is elated. He climbs out of the car and she slides in 
               the driver's side. Terry climbs back in next to her and slams 
               the door. She's sitting right next to him--like a real date 
               should. Terry gets a little nervous.

                                     DEBBIE
                         Peel out.

                                     TERRY
                         What?

                                     DEBBIE
                         Peel out. I love it when guys peel 
                         out.

               Terry nods, checks his clutch, revs the engine to a high-
               pitched whine and they're off--

               The tires smoke, scream, the car shots off, fish-tailing, 
               nearly hitting a parked car, straightening out... and 
               disappears down Main Street.

               HIGH SCHOOL GYM--THE HOP

               On stage, the band is "taking five." They're looking tough 
               for the girls while the Student Body Secretary is making 
               announcements at the mike.

                                     GIRL
                         --a great band and they came all the 
                         way from Stockton. Let's hear it.

               There's applause as the girl continues.

                                     GIRL
                         And we want to thank Darby Langdon, 
                         who did all these neat decorations.

               There's more applause. Standing among the crowd, Steve and 
               Laurie both look angry.

                                     LAURIE
                         I don't care if you leave this second.

                                     GIRL
                              (into the mike)
                         Now the next dance is gonna be a 
                         snowball and leading it off is last 
                         year's class president Steven Bolander--
                         and this year's head cheerleader, 
                         Laurie Henderson.

               There's applause, whistles and cheers from the crowd. A blue 
               spotlight floats over the dance floor and then lands on Steve 
               and Laurie, who are in the midst of their argument.

                                     STEVE
                         What's wrong with you! You're acting 
                         like a snotty--

               Laurie squints into the spotlight and realizes everybody's 
               watching them.

                                     LAURIE
                         Oh God, come on.

                                     STEVE
                         Come on what?

                                     LAURIE
                              (pulling him toward 
                              the floor)
                         Oh, Steven--please, everybody's 
                         watching. Smile or something.

               Steve gives a sick smile as she drags him out onto the floor. 
               A record needle scratches and "Smoke Gets in Your Eyes" blares 
               out as Steve and Laurie dance alone in the middle of the 
               floor. The crowd quiets, getting a little misty about this 
               soon-to-be separated teenage couple. For their part, Steve 
               and Laurie are arguing, whispering in each other's ears.

                                     LAURIE
                         You think I care if you go off. You 
                         think I'm going to crack up or 
                         something. Are you conceited!

                                     STEVE
                         Quit--quit pinching--I don't know 
                         why I ever started taking you out in 
                         the first place.

               He takes her hand from the tucked-under-the-chin position 
               and puts it around him, in a bear-hug.

                                     LAURIE
                         You take me out? When we first met 
                         you didn't have enough sense to take 
                         the garbage out... I asked you out, 
                         remember?

                                     STEVE
                         What do you mean, you asked me out!

                                     LAURIE
                         Backwards Day--remember? If I had 
                         waited for you to ask me--even after 
                         that you didn't call me for two weeks.

                                     STEVE
                         I was busy.

                                     LAURIE
                         You were scared. Dave Oboler told 
                         me. Then when you did ask me out you 
                         didn't kiss me for three dates.

                                     STEVE
                         Well--I was--

                                     LAURIE
                         Scared--Jim Kaylor told me. I even 
                         asked my father why you hadn't kissed 
                         me.

                                     STEVE
                         Your father--great!

                                     LAURIE
                         He said he thought you were bright 
                         and you'd probably think of kissing 
                         me after a while.

               He moans.

                                     LAURIE
                         You didn't, of course. I had to. 
                         Remember that picnic?

                                     STEVE
                         Out at the canyon?

                                     LAURIE
                         Oh boy! You can't remember anything--
                         the first one, up at the lake. That 
                         was the first time you kissed me--I 
                         practically had to throw myself at 
                         you.

                                     STEVE
                              (quietly)
                         I remember.

               They continue to dance slowly. Laurie starts to cry, hating 
               herself for it. Steve loosens a minute and looks at her.

                                     STEVE
                         What's wrong?

                                     LAURIE
                         Go to hell.

               He holds her tighter and they circle the floor, all alone, 
               the crowd watching quietly, the gym echoing with "Smoke Gets 
               in Your Eyes."

               THE GYM PARKING LOT

               Curt is leaning against a car in the parking lot. He's looking 
               up at the stars and listening to the music floating out from 
               the gym.

                                     WENDY
                         What are you doin', stealing hub 
                         caps?

               A pretty, dark-haired girl, Wendy, slides up next to him and 
               leans against the car. There's an awkward pause like that 
               which happens often when two people who used to be close 
               meet after things have changed.

                                     CURT
                         Well--hey, Wendy.

                                     WENDY
                         How've you been?

                                     CURT
                         Fine. Great. How've you been?

               A horn honks and Wendy turns to a VW that's idling nearby.

                                     WENDY
                         I'm coming--wait a sec.
                              (turning back to Curt)
                         She's got her car. Hey, I thought 
                         you were going away to school.

                                     CURT
                         Ah, maybe... maybe.

                                     WENDY
                         Same old Curt. All the time we were 
                         going together you never knew what 
                         you were doing... well, anyway, I 
                         gotta go.

                                     CURT
                         Hey, Wendy--where are you going?

                                     WENDY
                         Nowhere.

                                     CURT
                              (smiling at her)
                         Well, you mind if I come along?

                                     WENDY
                              (affectionately)
                         Okay.

                                     CURT
                         Okay.

               They go off toward the VW and climb in.

               BACK INSIDE THE GYM

               The hop is almost over and the lights have been lowered, 
               conservatively. Steve and Laurie hold each other, hardly 
               moving and he kisses her. Still kissing, they continue to 
               circle slowly--until a short, totally bald teacher comes and 
               pokes Steve in the side.

                                     MR. KROOT
                         All right, Bolander, break it up. 
                         You know the rules. You and your 
                         panting girlfriend want to do that 
                         you'll have to go someplace else.

               He gives them a disgusted look and starts off.

                                     STEVE
                         Hey, Kroot!

               The teacher turns, surprised by the omission of "Mr."

                                     STEVE
                         Why don't you go kiss a duck.

               Kroot's beady eyes widen and he comes back.

                                     KROOT
                         What? What did you say?

                                     STEVE
                         I said go kiss a duck, marblehead.

               Kroot is stunned and people have stopped dancing to watch

                                     MR. KROOT
                         Bolander--you're suspended. You're--
                         don't even come Monday. You are out!

                                     STEVE
                              (smiling broadly)
                         I graduated last semester.

               Suddenly everything has changed. Mr. Kroot is furious, but 
               unable to do anything. He finally storms off in a huff. Steve, 
               Laurie and the people watching all laugh.

                                     STEVE
                              (to Laurie)
                         Get your shoes. Let's go before we 
                         get thrown out.

               THE GYM PARKING LOT

               Steve and Laurie walk toward her Edsel. In the background 
               Wolfman Jack is taking a phone call from someone.

                                     MAN (V.O.)
                         Hello, Wolfman.

                                     WOLFMAN (V.O.)
                         Who's this?

                                     MAN
                         This is Weird Willard.

                                     WOLFMAN
                         Hold on a minute, let me get my pants 
                         off... you understand?

               Steve opens the door to the car and then turns Laurie and 
               kisses her.

                                     STEVE
                         Why don't we go to the canal?

                                     LAURIE
                              (teasing)
                         What for?

                                     STEVE
                         Listen, I can get tough with you 
                         too, you know.

                                     LAURIE
                         Yeah, hard tough.

               She kisses him and they get into the car. As they pull out, 
               the Wolfman continues his conversation on the radio.

                                     WOLFMAN (V.O.)
                         I got 'em down around my knees, man. 
                         Wear these tight pants. I can't get 
                         'em... All right, I'm gonna do my 
                         little dance now, man.

               And the Wolfman goes into an insane rain-dance rhythm as we 
               hear "Little Darlin'"

               CRUISING MAIN STREET--STEVE'S '58 CHEVY

               Terry not only looks cool now, but is cool, singing with the 
               radio, a girl beside him. Hot stuff.

               Terry ever so slowly tries to put his arm around her, but by 
               the time he manages it, he has to shift.

               They drive by some kids having a car-to-car water pistol 
               war.

                                     TERRY
                         I go to Dewey too, ya know.

                                     DEBBIE
                         I never seen ya.

                                     TERRY
                         I bug out a lot. When I graduate, 
                         I'm going to join the Marines.

                                     DEBBIE
                         They got the best uniforms. But what 
                         if there's a war?

                                     TERRY
                         With the bomb, who's going to start 
                         it? We'd all blow up together. Anyway, 
                         I'd rather be at the front. I'm like 
                         that--rather be where the action is, 
                         you know. Once I got in a fight with--

                                     DEBBIE
                         I love Eddie Burns.

               Terry stops, trying to figure out where their conversation 
               went.

                                     TERRY
                         Eddie Burns--oh, yeah, Eddie Burns. 
                         I met him once, too.

                                     DEBBIE
                         You really think I look like Connie 
                         Stevens? I like her--Tuesday Weld is 
                         too much of a beatnik, don't you 
                         think?

                                     TERRY
                         Yeah, beatniks are losers.

                                     DEBBIE
                         Who do you like? I mean, singers and 
                         stuff.

               Terry slowly maneuvers his arm around her.

                                     TERRY
                         Ah hell--I like most of the people 
                         you like.

                                     DEBBIE
                              (putting her head on 
                              his shoulder)
                         That's nice--we got a lot in common.

               Both of them start singing with the radio. Suddenly she puts 
               her hand on his leg.

                                     DEBBIE
                         You know what I'd like more than 
                         anything in the world right now?

               Terry almost does a comic strip "Gulp!"

                                     DEBBIE
                         I'd love a double Chubby Chuck. Isn't 
                         that what you'd like more than 
                         anything right now?

                                     TERRY
                              (quietly)
                         Sure...

               MEL'S DRIVE-IN

               The endless chrome-flashing parade continues. Among the lines 
               of fine cars, Terry is parked in the '58 Chevy next to an 
               order speaker on a metal pole. Terry leans out the car window 
               and orders into the intercom.

                                     TERRY
                         A double Chubby Chuck, a Mexicali 
                         Chili Barb, two orders of French 
                         fries--

                                     DEBBIE
                         And cherry cokes.

               The intercom clicks on and a garbled voice squawks back at 
               him.

                                     INTERCOM
                         Ark, wark, dork.

                                     TERRY
                              (pushing the button)
                         Now wait a minute. What? Huh?

                                     INTERCOM
                         Ark, wark, dork.

                                     TERRY
                         Yeah, right. Cool.

               As they wait for their order, several guys in various passing 
               cars yell sleazy greetings to Debbie. Suddenly, a rough-
               looking face, belonging to Vic Lozier, pops in her window.

                                     VIC
                         Hey, Deb. How's my soft baby?

                                     DEBBIE
                         Beat it, Vic. I'm not your baby.

               Terry nervously pretends not to hear.

                                     VIC
                         Oh, come on, honey. So I never called 
                         you back. I've been, you know, busy...

                                     DEBBIE
                         Three weeks... besides, it only took 
                         one night for me to realize that if 
                         brains were dynamite, you couldn't 
                         blow your nose.

                                     VIC
                         Look who's talking. Who's the wimp 
                         you're hanging out with now? Einstein?

                                     DEBBIE
                         Tiger happens to be very intelligent. 
                         Unlike you. I know every thing your 
                         dirty little mind is thinking...
                              (She looks out the 
                              window, down at Vic's 
                              pants)
                         ...it shows...

                                     TERRY
                         Hey, now--
                              (his voice cracks)
                         I mean, hey now, buddy, the lady 
                         obviously doesn't--

                                     VIC
                         Look, creep, you want a knuckle 
                         sandwich?

                                     TERRY
                         Ah, no thanks, I'm waiting for a 
                         double Chubby--Chuck...

                                     VIC
                         Then shut your smart ass mouth! I'll 
                         call ya, Deb, some night when I'm 
                         hard up.

                                     DEBBIE
                         I won't be home.

               Vic makes a kiss-off noise. She lights a match and flicks it 
               at him. He finally leaves.

                                     TERRY
                         You seem to, ah--know a lot of weird 
                         guys.

                                     DEBBIE
                         That sex fiend is not a friend of 
                         mine; he's just horny. That's why I 
                         like you, you're different.

                                     TERRY
                         I am? You really think I'm 
                         intelligent?

               She moves very close to him and whispers in his ear.

                                     DEBBIE
                         Yeah. And I'll bet you're smart enough 
                         to get us some brew.

                                     TERRY
                         Brew?

                                     DEBBIE
                         Yeah.

                                     TERRY
                         Brew... oh--yeah... oh, sure...
                              (she kisses him)
                         Yes! Liquor! This place is too crowded 
                         anyway.

               Terry backs out and drives off, leaving the approaching car 
               hop standing in an empty parking space.

                                     CAR HOP
                         What about your double Chubby Chuck, 
                         mexicali-chili-barb and
                              (looking at the tray)
                         --two cherry cokes, sir?

               CRUISING MAIN STREET-'57 VOLKSWAGEN

               We see the white T-bird ahead for just a moment, before it 
               accelerates, passes a car and disappears, as we hear 
               "Peppermint Twist" from the radio.

               In the VW, Curt is in the back, shaking the driver's seat, 
               yelling at Bobbie. Wendy is in front next to Bobbie.

                                     CURT
                         There--don't you see it? Speed up, 
                         you're losing her--

                                     BOBBIE
                         Quit shouting in my ear!

                                     CURT
                         Cut around him, cut around him.

               The little VW swerves and cuts around an old dagoed Dodge, 
               then speeds along the fast lane.

               Ahead, we catch a glimpse of the T-bird as it turns a corner.

                                     CURT
                         There, hang a right--over there!

               Bobbie turns, somebody honks, she hits the curb, shifting 
               madly she mis-clutches; the beetle lugs forward; Curt falls 
               back in the seat and Wendy looks at him.

                                     CURT
                         You lost her!

                                     WENDY
                         What's wrong with you? You know Bobbie 
                         gets nose bleeds when she's upset.

                                     BOBBIE
                         I do not! You shut up!

                                     CURT
                         Lost her again. Ah, Wendy, my old 
                         lover, come back here and console 
                         me.

                                     WENDY
                         Eat your heart out. Who was she 
                         anyway?

                                     CURT
                         I don't know, but I'm going to find 
                         out.

                                     BOBBIE
                         I know her!

               There are a few moments of silence as Bobbie lets Curt sweat 
               it out. Finally, Curt breaks.

                                     CURT
                         Okay, come on, who is she?

                                     BOBBIE
                         You know Mr. Beeman? He owns Hepcat 
                         Jewelers.

                                     CURT
                         Yeah.

                                     BOBBIE
                         Well, she's his wife.

                                     CURT
                         But she was young and beautiful, and 
                         cruising 10th Street. You're thinking 
                         of someone else.

                                     WENDY
                         Mr. Beeman's not so old.

                                     CURT
                         What cruel fate keeps me from my 
                         true love? How am I ever going to 
                         meet her?

                                     WENDY
                              (to Bobbie)
                         Did you know that my ex is going to 
                         become a presidential aide? It's 
                         supposed to be a secret, but his big 
                         ambition in life is to shake hands 
                         with President Kennedy. How are you 
                         going to accomplish that at J.C.?

                                     CURT
                         Maybe I've grown up. Maybe I've 
                         changed my mind.

                                     WENDY
                         Maybe you don't think you can do it!

                                     CURT
                         Maybe you should shut up!

                                     WENDY
                         Maybe I will... and maybe I won't.

                                     CURT
                         Why don't you move your bod into aft 
                         chamber, where we might discuss this 
                         in private.

                                     BOBBIE
                              (seeing that Wendy is 
                              considering it)
                         Thanks a lot.

                                     CURT
                         Come on, Wendy? She doesn't say 
                         anything. They pull up to a stoplight. 
                         Wendy looks at the red stoplight and 
                         then abruptly gets out of the car 
                         and jumps in the back.

                                     WENDY
                         Well, slide over, I'm not sitting on 
                         your lap.

               She gets in and the car goes off.

               In the back seat, Curt and Wendy are talking softly. He puts 
               his arm around her and she makes a face, but doesn't remove 
               it. Bobbie watches in the rear-view mirror, Curt sees her.

                                     CURT
                         To the Opera, James.

                                     BOBBIE
                         Drop dead.

                                     CURT
                         Unless you want to go to Gallo Dam 
                         and have an orgy.

                                     WENDY
                         You wish.

               Curt looks at her and turns her head. He kisses her and puts 
               his arm around her. They neck. The radio plays "Barbara Ann."

               The little VW flashes by in the stream of traffic. Bobbie 
               drives, glancing in here rear-view mirror occasionally and 
               also watching the station wagon ahead, in which two pairs of 
               feet are dancing against the back window.

               Wendy pulls away from Curt's lips and looks out the window.

                                     WENDY
                         I've been silly. I'm glad you're 
                         going to stay. Maybe we'll have some 
                         classes together.

                                     CURT
                         Maybe.

                                     BOBBIE
                              (from the front seat)
                         Look, there's Kip Pullman! He's so 
                         neat.

               Wendy turns and leans forward, laughing. Curt watches her 
               seriously, studying her.

                                     BOBBIE
                         Do you know Kip?

                                     CURT
                         Huh? Yeah, I know him.

                                     BOBBIE
                         Talk to him when we go by.

                                     CURT
                         What do you want me to say?

                                     BOBBIE
                         Anything... I just want to meet him.

               They pull up next to Kip's car and Curt leans forward and 
               yells out Bobbie's window.

                                     CURT
                         Kip, baby, what's up?

                                     KIP
                         Henderson, long time no see. Whadaya 
                         been doing?

                                     CURT
                         Not much, just wanted to let you 
                         know that Bobbie here is hopelessly 
                         in love with you and trembles at the 
                         sight of your rippling biceps...

               Bobbie swerves the car away and turns a corner. She stops on 
               a dime at the curb.

                                     BOBBIE
                         You creep, fink, son-of-a-bitch--

               She turns and starts flailing at Curt with her purse.

                                     CURT
                         Help, wait! Joke--Joke--Bobbie, 
                         remember your nose bleeds!

                                     BOBBIE
                         Get out--get out of my car--I hate 
                         you!

                                     CURT
                         Excuse me--ouch--Wendy--I got to go 
                         now.

               Wendy is laughing and Curt climbs over her out of the small 
               car. He gets out and closes the door. Wendy changes seats 
               and looks at him seriously.

                                     WENDY
                         Curt, I hope I see you at 
                         registration. Call me if you want. 
                         It was nice seeing you again.

                                     CURT
                         See ya.

               The car pulls off and Curt watches it. Suddenly, he sees 
               something--the T-bird going the other way down the street.

                                     CURT
                         Oh shit--there!! Wait!

               The VW's gone and Curt starts after the T-bird on foot. He 
               runs down the middle of the street, oblivious to the horns 
               honking and the cars swerving to miss him.

               We move with Curt as he moves like a broken field runner 
               through the traffic only to finally lose the girl and the 
               Thunderbird and to slow and finally stop, standing on the 
               white line. Cars slow down and kids rubberneck as they go by 
               him.

               CRUISING G STREET--'32 YELLOW DEUCE COUPE

               John is driving and the Wolfman is howling on the radio while 
               Carol is having the time of her life.

                                     WOLFMAN (V.O.)
                         Went to a dance lookin' for romance. 
                         Found Barbara Ann... baby... Hey, 
                         this one is for all you out there 
                         watchin' the Submarine Races.

               And the radio moans into "Who Wrote the Book of Love." Carol 
               sits with her feet up against the dash. John knocks them off 
               and she scowls at him.

                                     CAROL
                         I'm so thirsty, I could die. Just a 
                         little 10 cent coke to wet my whistle. 
                         It won't take a minute, I can drink 
                         it in the--

               John suddenly hits the brakes and Carol almost hits the floor. 
               John reaches over and opens the door.

                                     JOHN
                         Why don't you just get out and get 
                         one then! So long, goodbye, hasta 
                         lumbago.

               She stares at him, shaken, looking sweet and helpless. He 
               turns and looks at her. A tear rolls down her cheek slowly. 
               John can't take it.

                                     JOHN
                         All right, one coke and then home.

               Carol is delighted. She slams the door. John takes off.

                                     CAROL
                         Isn't it great, the way I can cry 
                         whenever I want. A lot of people 
                         can't do that, but Vicki showed me 
                         how. I bet you can't cry.

                                     JOHN
                         Don't count on it. I may surprise 
                         you any minute now.

               MEL'S DRIVE-IN

               John cruises around the lot until he finds a space among the 
               rows of dazzling cars. He pulls in and leans out to hit the 
               intercom button.

                                     JOHN
                              (into intercom)
                         One ten cent coke. Is ice extra? All 
                         right, ice.

                                     CAROL
                         Thanks for nothing.

               She looks around, sitting up so maybe some of her friends 
               will see her in John's neat car.

                                     CAROL
                         Oh rats, I though some of my friends 
                         might be here.

                                     JOHN
                         Probably a couple of weeks past their 
                         bedtime.

                                     CAROL
                         Wait, there's Dee Dee. I hope she 
                         sees me.

                                     JOHN
                         Oh Shit, Dee Dee!

               A long line of cars coast past. Occasionally, someone yells 
               a greeting to John. The car hop brings the coke. Then a 
               couple, Al and Linda, come over. They lean in the window 
               smiling--John prays they don't see Carol.

                                     AL
                         Hiya, John. Say, do you think if I 
                         brought my Mopar by the shop Monday 
                         you could spot weld the bumper 
                         bracket?

                                     JOHN
                         Have to be before noon.

                                     AL
                         Sure. Hey, have you met Linda?

                                     JOHN
                         No. Hi--ahh, this is my, ahh, cousin, 
                         Carol. I'm kinda babysitting tonight.

                                     CAROL
                         Babysitting!!

               She slugs John on the arm. John grabs her arm as she starts 
               to swing again.

                                     JOHN
                         Jesus--watch it, will yuh?
                              (smiling at Al)
                         Been hittin' me all night. Kids will 
                         be kids, you know.

               She struggles to hit him and spills her coke all over the 
               car. He pushes her rather roughly against the door.

                                     JOHN
                         Watch out--damn it! Look what--why 
                         don't you grow up!
                              (looking at Al again)
                         We don't get along too well. It's 
                         been like this--

                                     CAROL
                         You spastic creep!

               She is about to really cry this time. She jumps out of the 
               car and runs off down the street. John wipes his car out as 
               Al and Linda watch in amazement.

                                     JOHN
                         We don't get along too well. You 
                         know what cousins are like.

                                     AL
                         Yeah... well, I'll see ya on Monday 
                         before noon.

               John mutters profanities to himself, but his anger subsides 
               after a few moments. He looks back in the direction Carol 
               went. All he can see are two Hell's Angels on choppers rolling 
               in the same direction. He looks a little concerned and starts 
               the coupe.

               CRUISING MAIN STREET--'32 YELLOW DEUCE COUPE

               John roars along looking for her until he sees her walking 
               angrily along the sidewalk--being followed by a Ford full of 
               guys.

               John passes Carol and the Ford and pulls over and stops just 
               ahead of them. Carol stops when she sees John. The Ford also 
               stops and the guys call out to her. She considers the 
               situation a moment, then runs and gets in with John. He pulls 
               off and she grins at him happily.

                                     CAROL
                         Hi cousin, how's your bod?

               SCENIC LIQUOR STORE--STEVE'S '58 CHEVY

               Terry pulls into the parking lot and stops. He looks up at 
               the flashing liquor store sign and considers his battle plan. 
               "Maybe Baby" by Buddy Holly is playing on the radio.

                                     DEBBIE
                         Do you have an ID?

                                     TERRY
                         No... hey, but no sweat. What'll it 
                         be? Beer, little wine?

                                     DEBBIE
                         If you could get some Old Harper, 
                         I'd give you a French kiss.

                                     TERRY
                         Old Harper, rrright! He gives her an 
                         OK sign with his fingers and goes 
                         over to the store. He starts to enter, 
                         then stops and thinks. He sees a man 
                         in a business suit approaching, and 
                         smiles.

                                     TERRY
                         Excuse me, sir, while you're in there--
                         I mean, since you're going in anyway, 
                         I wonder if--

                                     MAN
                         Yes, son?

                                     TERRY
                         Could you--sir--could you give me 
                         the time?

                                     MAN
                              (looking at his watch)
                         Why sure, it's a quarter to twelve.

                                     TERRY
                         Great. Quarter to twelve. Thanks a 
                         lot.

               The man regards him, Terry pretends to start off until the 
               man goes in. Terry pulls himself together as another man 
               approaches, or rather stumbles up, being older, scruffy and, 
               essentially, a bum.

                                     TERRY
                         Pardon me, sir, but I lost my I.D. 
                         in--in a flood and I'd like to get 
                         some Old Harper, hard stuff. Would 
                         you mind buying a bottle for me?

               The bum is still trying to focus on Terry and smiles.

                                     BUM
                         Why certainly, I lost my wife, too--
                         her name wasn't Idy, though, and it 
                         wasn't in a flood--but I know what 
                         ya--

                                     TERRY
                         Thanks, here's enough for a pint.

               The old man takes the money and falls into the store. Terry 
               watches and then waves to Debbie in the car that everything 
               is cool.

               As he waits for the bum to come back out, the first man in 
               the suit exits. Terry smiles at him again.

                                     TERRY
                         Hi. Still quarter to twelve.

                                     MAN
                         Right-o. Night.

                                     TERRY
                         Night.

               The man gets into the car and backs out. Terry goes over to 
               the window of the liquor store and looks to see how the wino's 
               doing with his booze. Terry sees the liquor store owner 
               setting four bottles of cheap wine on the counter.

                                     TERRY
                              (gesturing through 
                              the window from 
                              outside)
                         Hey, no. Not wine. Ssss--hey!

               The owner turns and sees Terry waving. Terry ducks out of 
               sight. When he looks back again, Terry sees the old bum is 
               gone! Terry can't believe it. He finally enters the store.

               INSIDE THE LIQUOR STORE

               Terry tries to look very casual as he sidles up to the 
               counter. Country-Western music hums over the liquor in hi-
               fi.

                                     TERRY
                              (smiling at the owner)
                         Hi there--ah, say--was there an old 
                         man in here a minute ago?

                                     OWNER
                         Yeah. He went out the back.

               Terry is destroyed.

                                     OWNER
                         You want something?

               Terry looks at the man and the endless rows of liquor behind 
               him.

                                     TERRY
                         Yeah--ah--let me have a Three 
                         Musketeers, ah, and a ball point pen 
                         ther, a comp, a pint of Old Harper, 
                         couple of flashlight batteries and 
                         some of this beef jerky.

               The owner puts everything into a bag and starts to ring it 
               up.

                                     OWNER
                         Okay, got an I.D. for the liquor?

                                     TERRY
                         A what? Oh, sure--
                              (feeling his pockets)
                         Oh nuts, I left it--I left it in the 
                         car.

                                     OWNER
                         Sorry, you'll have to get it before--

                                     TERRY
                         Well, I can't. I also ah, forgot the 
                         car.

               The owner takes the liquor out of the bag and puts it back 
               on the shelf. Terry stands there. The owner takes the money 
               from him and gives him his change.

               OUTSIDE THE LIQUOR STORE

               Terry comes back to the Chevy with the bag full of junk. 
               Debbie smiles at him excitedly and scoots over to the window.

                                     DEBBIE
                         Hey, did ya get it? Ya get it, ya 
                         get it?

               He hands her the bag.

                                     DEBBIE
                         You got it. You got it!

               She goes through the bag and finds a comb and the batteries.

                                     DEBBIE
                         You didn't get it. Why didn't you 
                         get it?

                                     TERRY
                         Ah, well, I needed some things and I 
                         thought as long as I was in there--
                         look, Debbie, can you loan me a 
                         dollar?

                                     DEBBIE
                         What? Are you for real? Come on. 
                         Girls don't pay. Guys pay.

                                     TERRY
                         Yeah, well, see--I've only got a 
                         fifty and he doesn't have change.

                                     DEBBIE
                         Well, I can't believe this... I really 
                         cannot believe this. Here.

               She takes the money from a squeeze-open plastic change purse 
               and hands it to him. Terry smiles weakly and goes back to 
               try his luck again at the liquor store.

               He stops in front of the door as a young guy with numerous 
               tattoos on his bulging arms approaches the liquor store.

                                     TERRY
                         Hi--excuse me. I was wondering--could 
                         you, ah--

                                     GUY
                         Buy you a bottle of booze. Yeah, I 
                         know. You lost your I.D. What kind 
                         do you want?

                                     TERRY
                              (amazed)
                         Gee, that's terrific. Ah, just some 
                         ah--Old Harper.

               He takes Terry's money and enters the store. The clerk hands 
               the man a bottle of Old Harper. Terry waves excitedly to 
               Debbie, lowering his pants a bit. Suddenly, there's a gunshot! 
               Terry whirls to see the young man stuffing cash from the 
               register into his pockets, backing away with a smoking gun. 
               He rushes out of the store, tossing the bottle to Terry and 
               running off into the night. Suddenly, the owner emerges from 
               behind the counter, shooting wildly. Terry ducks and heads 
               for the car with his pint of Old Harper.

               AUTO WRECKING YARD

               John's '32 deuce coupe crunches to a gravelly stop in front 
               of a dark auto-wrecking yard. John and Carol get out and 
               climb over the fence. They walk through a valley of twisted, 
               rusting piles of squashed, mashed and crushed automobiles. 
               John sticks his hand into his pockets moodily and stops and 
               looks at one of the burnt-out cars.

                                     JOHN
                         That's Freddy Benson's Vette... he 
                         got his head on with some drunk. 
                         Never had a chance. Damn good driver, 
                         too. What a waste when somebody gets 
                         it and it ain't even their fault.

                                     CAROL
                         Needs a paint job, that's for sure.

               John doesn't hear her and walks on.

                                     JOHN
                         That Vette over there. Walt Hawkins, 
                         a real ding-a-ling. Wrapped it around 
                         a fig tree out on Mesa Vista with 
                         five kids in it. Draggin' with five 
                         kids in the car, how dumb can you 
                         get? All the ding-a-lings get it 
                         sooner or later. Maybe that's why 
                         they invented cars. To get rid of 
                         the ding-a-lings. Tough when they 
                         take someone with them.

                                     CAROL
                         You never had a wreck though--you 
                         told me.

                                     JOHN
                         I come pretty close a couple of times. 
                         Almost rolled once. So far I've been 
                         quick enough to stay out of here. 
                         The quick and the dead.

                                     CAROL
                         I bet you're the fastest.

                                     JOHN
                         I've never been beaten--lot of punks 
                         have tried. See that '41 Ford there? 
                         Used to be the fastest wheels in the 
                         valley. I never got a chance to race 
                         old Earl. He got his in '55 in the 
                         hairiest crash ever happened around 
                         here. He was racing a '54 Chevy, 
                         bored and loaded, out on the old 
                         Oakdale Highway and every damn kid 
                         in town was out there. The Chevy 
                         lost its front wheel doing about 85. 
                         The idiot had torched the spindles 
                         to lower the front end and it snapped 
                         right off. He slammed bam into the 
                         Ford and then they both of them 
                         crashed into a row of cars and all 
                         those kids watchin! Jesus, eight 
                         kids killed including both drivers, 
                         looked like a battlefield. Board of 
                         Education was so impressed they filmed 
                         it. Show it now in Drivers Education, 
                         maybe you'll see it. Anyway, since 
                         then street racing's gone underground. 
                         No spectators, I mean. Too bad.

                                     CAROL
                         I'd love to see you race.

               Carol takes his hand and they walk a bit, until John realizes 
               what he's doing, and drops her hand and pulls away.

                                     JOHN
                         Come on! None of that.

                                     CAROL
                         Whadaya mean? I'm the one who's 
                         supposed to say that. Whadaya afraid 
                         of? I'll keep it above the waist.

                                     JOHN
                         Funny...
                              (he looks at her for 
                              a moment)
                         Who knows, in a few years--but not 
                         now, bunny rabbit.

                                     CAROL
                         Bunny rabbit! Oh brother, you are 
                         such a drip.

               She stomps off and gets back into the coupe, quickly rolling 
               up all the windows. John saunters up and finds the door 
               locked.

                                     JOHN
                         Come on, open the door.

                                     CAROL
                         If you say "Carol's not a bunny, 
                         she's a foxy little tail."

               John grins and starts to pull his keys out of his pocket. He 
               stops grinning: Carol grins and dangles his keys inside the 
               car. John leans against the window, closes his eyes, a 
               defeated man.

                                     JOHN
                              (quietly)
                         Carol's not a rabbit, she's a foxy 
                         little tail.

               He hears the button click up and slowly opens the door.

                                     CAROL
                         You say the cutest things.

               John gets into the car.

                                     WOLFMAN (V.O.)
                         Sneakin' around with the Wolfman, 
                         Baby.

               The Wolfman's gravelly voice whispers over the airwaves as 
               John and Carol drive out of the shadowy car grave-yard.

               WILSON'S APPLIANCE STORE

               Curt is sitting on the hood of a parked De Soto watching a 
               row of televisions in the window of an appliance store. Twelve 
               silent images of Ricky Nelson on "Ozzie and Harriet" glow in 
               the dark showroom. Music from passing cars rises and fades 
               as they cruise behind Curt. The Wolfman can be heard.

                                     WOLFMAN (V.O.)
                         Oh, this is gonna strike a raw nerve, 
                         mama. Here's the Platters.

               The Wolfman howls and the Platters wail into the "Great 
               Pretender." Curt sings along, mouthing the words. Then 
               somebody walks in front of Curt.

               Curt pays no attention, then sense the presence of another 
               guy. Soon he realizes that he is being surrounded by a group 
               of three hoods. They slink up from all sides wearing car 
               coats with the name "PHAROAHS" embroidered across the back.

               Curt looks them over--they all watch the silent tv's. One of 
               them, without turning, talks to Curt.

                                     JOE
                         Whadaya doin', creep?

                                     CURT
                         Me?

                                     JOE
                         No, I'm talking to the other fifty 
                         creeps here. You know Gil Gonzales?

                                     CURT
                         Gil Gonzales... no.

                                     JOE
                         Don't know Gil... you oughta. You 
                         really should.

                                     CURT
                         Yeah... why?

                                     JOE
                         No reason... he's a friend of ours... 
                         and that's his car you're sitting 
                         on.

               There's silence. Curt looks uneasy and slides quietly off 
               the De Soto. Curt sticks his hands in his pockets and starts 
               slowly down the sidewalk.

                                     JOE
                         Hey, where ya goin?

                                     CURT
                              (turning)
                         No place. Not going any place.

                                     JOE
                         Ya must be going someplace--I mean 
                         ya left here. Bring him over here, 
                         Ants, I want to show him something.

               Ants (a tall, ghoulish-looking kid who probably got his name 
               from the scar across his face which has recently been stitched 
               to look like a party of ants marching across his cheek) brings 
               Curt back gently.

               Joe is bent over looking across the hood of the De Soto.

                                     JOE
                         Here--bend down, look here. See that? 
                         Right across there--see?

                                     CURT
                         I guess so--yeah.

               Joe unbends and lightly punches Curt on the shoulder.

                                     JOE
                         You scratched it, man. Where do you 
                         get off sitting on Gil's car, huh, 
                         man?

               Joe gives him another charming punch on the shoulder. The 
               others have left the tv's and are watching Curt now, looking 
               puzzled and pained at the scratch on the car.

                                     CURT
                         I'm sorry. It's not much of a scratch. 
                         I don't think he'll even--

                                     JOE
                         It ain't the size that's in question 
                         here. It's the principle. Jeez, this 
                         is tough... what should we do with 
                         ya?

                                     ANTS
                         Tie him to the car and drag him.

               Curt turns and laughs at Ants' suggestion. He laughs and 
               laughs until he realizes nobody else is; they are pondering 
               the suggestion.

                                     CURT
                         That's funny
                              (clearing his throat)
                         Hey, you guys know Toby Juarez? He's 
                         a Pharoah, isn't he?

                                     JOE
                         Toby Juarez. Yeah, sure we know Toby.

                                     CURT
                         He's a friend of mine.

               They all grin and laugh with Curt who feels better.

                                     JOE
                         Sure, good old Toby. He's a friend 
                         of yours. That's cool... we all hate 
                         his guts.

               Curt stops smiling again.

                                     CURT
                         Oh--well, I don't know him that much 
                         anyway.

                                     JOE
                         We killed him last night.

                                     ANTS
                         Tied him to a car and dragged him.

               Curt looks at them both, praying they're kidding. Joe looks 
               at him, shaking his head.

                                     JOE
                         This is going to take some thinking. 
                         You better come with us maybe.
                              (putting his arm around 
                              Curt)
                         Go riding with the Pharoahs...

                                     CURT
                         Well, I don't think I can--I gotta--

                                     JOE
                         I know just how ya feel.

               Joe leads Curt gently but forcibly toward an incredible maroon 
               '51 Merc that's been lowered and chopped so that the windows 
               are like ominous slits and the whole machine has a submarine 
               quality. Joe opens the door and Curt slides into the white 
               fluffy interior. In the small back window, a metal plaque 
               reads "PHAROAHS."

               The third member of the gang is Carlos, a short little kid 
               about fifteen years old. He appears tougher than the rest 
               with a cigarette dangling from his mouth. Joe heads for the 
               driver's side and Ants and Carlos both go for the front 
               passenger door.

                                     CARLOS
                         Shotgun!

                                     ANTS
                         No, I called it!

                                     CARLOS
                         When?

                                     ANTS
                         Before we picked you up.

                                     CARLOS
                         You can't call it for the whole night, 
                         man. I got it now. Get in the back.

               Carlos gives Ants a hard look and Ants backs down and climbs 
               in the back with Curt. The Pharoah's Mercury roars out from 
               the curb.

               CRUISING MAIN STREET--PHAROAHS' '51 MERCURY

               The radio blares "Ain't that a Shame?" as Curt sits in the 
               back seat of the car looking very nervous. He eyes the three 
               hoods cautiously. They are sitting super low, their eyes 
               just visible over the windows.

               Then, Curt happens to look around. He does a double take. 
               Through the narrow window he sees the Thunderbird passing in 
               the opposite direction. Curt swivels and watches through the 
               back window as the T-bird disappears around a corner. Then, 
               he shakes his head. Of all the times to be trapped with the 
               Pharoahs.

               On the radio the Wolfman is giving a phone operator a bad 
               time and the Pharoahs are chuckling.

               As the Wolfman continues on the radio, the cars pass though 
               the night like a metallic ballet. The Pharoahs' Mercury (with 
               Curt aboard) passes Laurie's Edsel...

               Inside the Edsel, Steve is driving. He puts his arm around 
               Laurie and she leans her head on his shoulder.

               As the Edsel cruises by in one direction, John Milner's '32 
               Ford coupe rumbles by on the other side of the street.

               INSIDE THE DEUCE COUPE

               Carol is laughing like mad as the Wolfman continues. Even 
               John has to chuckle at the mad D.J.'s raspy patter.

                                     WOLFMAN (V.O.)
                         Who is this on the Wolfman telephone?

                                     OPERATOR (V.O.)
                         Hello, Collect...

                                     WOLFMAN
                         Pardon me. Your name is Colette?

                                     OPERATOR
                         Yes. Collect Call.

                                     WOLFMAN
                         Your name is Colette Call?

                                     OPERATOR
                         Sir, this is the Operator.

                                     WOLFMAN
                         Are you French, Operator?

                                     OPERATOR
                         This is a collect call for Wolfman 
                         Jack.

                                     WOLFMAN
                         I... I love you, Operator.

                                     OPERATOR
                         Is this Wolfman Jack?

                                     WOLFMAN
                         Is Floyd there?

                                     OPERATOR
                         It's for a Wolfman... Jack...

               Carol looks over at John and shakes her head.

                                     CAROL
                         I just love listening to the Wolfman. 
                         My Mom won't let me at home. Because 
                         he's a Negro, I think... anyway, 
                         he's terrific. Do you know that he 
                         just broadcasts from a plane that 
                         flies around in circles all the time? 
                         Do you think that's true?

               INSIDE STEVE'S '58 CHEVY

               Terry drives on through the wonderful night--a blonde sitting 
               next to him, he's feeling very bitchin'. He and Debbie are 
               also mesmerized by the Wolfman.

                                     WOLFMAN (V.O.)
                         Floyd, I love you, Floyd. Is this 
                         you, Floyd? I cannot look on thee, 
                         love took my hand... and smiling did 
                         reply, who made the eyes but I. Floyd, 
                         reach out and touch my soul.

               INSIDE THE PHAROAHS' '51 MERCURY

               Even Curt has to laugh at the Wolfman--despite his situation. 
               Little Carlos sits in the front seat and looks over at Joe 
               who's driving.

                                     OPERATOR (V.O.)
                         Your party's ready, sir.

                                     WOLFMAN
                         You mean Floyd? Hello, is this Floyd?

                                     VOICE (V.O.)
                         Hello, is this Matilda?

                                     WOLFMAN
                         No, it ain't honey--bye!

                                     CARLOS
                         You tell her, Wolfman. He's my man. 
                         When I graduate, I'm gonna be a 
                         Wolfman. Hey, you know he broadcasts 
                         out of Mexico someplace?

                                     JOE
                         No, he don't. I seen the station 
                         right outside of town.

                                     CARLOS
                         That's just a clearing station, man. 
                         So he can fool the cops. He blasts 
                         that thing all the way around the 
                         world. It's against the law, man.

               In the back seat, Ants nods in agreement.

                                     ANTS
                         Ah, man--they'll never catch the 
                         Wolfman.

               Then Ants' nose starts twitching and he looks over at Curt 
               suspiciously.

                                     ANTS
                         Hey, man, who cut the cheese?

               Curt tries to smile but looks pretty guilty. Then Joe looks 
               around from the front seat.

                                     JOE
                         He who smelt it, dealt it.
                              (looking at Curt in 
                              the back)
                         Hey, creep, scoot down. Sitting up 
                         like that, it wrecks the lines of 
                         the car, you know what I mean?

               Curt scoots down to a level even with Ants. Ants is staring 
               at him and grinning evilly. Then they hear an incredible 
               roar, and they all turn to see Bob Falfa's black '55 Chevy 
               pass by. Falfa has a new girl with him this time, a lovely 
               redhead.

                                     JOE
                         There's that badass Chevy again. 
                         Look at he snatch he's got with him.

                                     ANTS
                         Hey, man, he looks like a whimp.

               Curt nods and tries to join in.

                                     CURT
                         Probably is. Whimps get all the 
                         snatch.

               Carlos and Ants look at him. Like nobody asked him to open 
               his mouth.

                                     CARLOS
                         Milner ain't gonna beat that. His 
                         time has come. He's getting old. He 
                         ain't as fast as he used to be.

               INSIDE THE DEUCE COUPE

               Milner may not be as fast a he used to be--and having a little 
               teeny-bopper with him isn't helping matters. He looks over 
               at Carol. She's moved closer to him.

                                     JOHN
                         You got two seconds to get your ass 
                         over in the corner.

                                     CAROL
                         Don't worry, I won't rape you.

               Carol slides back to her side. But as they glide along, Carol 
               watches John. She's moon-eyed and flipped over him. John 
               deftly down-shifts as he approaches a light and then 
               accelerates through the gears with a "race" expertise.

               There's a honk and John and Carol look over to see a '60 
               Cadillac full of girls laughing at them.

                                     GIRL
                         You got a bitchin' car.

               John nods modestly.

                                     GIRL
                         In fact, we're gonna give you our 
                         special prize for having the neatest 
                         car around. You want me to give it 
                         to you?

                                     JOHN
                         If the prize is you, honey, I'm a 
                         ready Teddy.

                                     GIRL
                         Yeah, well get bent turkey.

               The girl suddenly launches a water balloon, which John ducks 
               deftly, the tumescent missile catching Carol full in the 
               face. The girls roar off. John cracks up as Carol blinks 
               away the water, not believing what's happened. She wipes her 
               face.

                                     CAROL
                         All right, very funny. What a chop. 
                         Ha ha. Quit laughing!!

               John tries to control himself, but can't.

                                     CAROL
                         Let's catch 'em at the light. Then 
                         you jump out and flatten their tires.

                                     JOHN
                         Hey, wait a--

                                     CAROL
                         Just do what I say!

                                     JOHN
                         Yezz, bozz....

               MAIN STREET INTERSECTION

               Carol jumps out of the car as John stops the car in the right 
               hand lane next to the Cadillac. As Chuck Berry wails "Johnny 
               B. Goode," they go into action.

               The girls in the Cadillac recognize John as one of their 
               victims and quickly roll up all windows and lock their doors. 
               John starts pulling the stems from the front tires, sinking 
               the car. Carol starts around the car with the shaving cream, 
               spraying all their windows with the foamy lather.

               Carol is having a great time and John is laughing as they 
               continue their guerrilla attack. They finish and jump back 
               in the coupe. The light turns green and John takes off, 
               leaving the Cadillac stranded at the intersection, covered 
               with shaving cream. Traffic begins to back up... horns begin 
               to honk.

               CANAL BANK--STEVE'S '58 CHEVY

               The crickets chirp under the full moon. We hear "I Only Have 
               Eyes for You" playing as the Chevy slowly comes to a stop in 
               an isolated spot along the irrigation canal.

               Terry gets out of the car, pops the top off two cokes and 
               pours half of them into the canal. He hums, refilling them 
               with bourbon. He goes back to the car.

                                     TERRY
                         Tootie fruiti all ruti... It's Super 
                         Cola!

               He hands her one of the bottles and takes a long drink out 
               of the other. He grabs the steering wheel for support and 
               his eyes begin to water.

                                     TERRY
                         It's a... a little... strong, I think.

                                     DEBBIE
                              (drinking)
                         It's the living end.

               Terry takes a smaller sip this time...

                                     TERRY
                         Yeaah, I guess it wasn't mixed.

                                     DEBBIE
                         Wow, it's pretty tonight. It's a 
                         perfect night to go horseback riding--
                         I was going with a guy once who had 
                         a horse.

               Terry chokes.

                                     TERRY
                         Oh yeah? I used to have a couple of 
                         horses myself.

                                     DEBBIE
                         Really?

                                     TERRY
                         I used them for hunting. I do a lot 
                         of hunting. Deer mostly, although I 
                         got a couple of bear last year. Yep, 
                         they were good ponies--hunting ponies. 
                         I had to train 'em special, you know.

                                     DEBBIE
                         Do you still have 'em? We could go 
                         for a ride.

                                     TERRY
                         No, I had to sell 'em. To get these 
                         wheels... and a jeep. I also have a 
                         jeep pick-up, with four-wheel drive. 
                         It's got a gun rack. And I use that 
                         for hunting mostly.

                                     DEBBIE
                         Why do you kill little animals? I 
                         think that's terrible.

                                     TERRY
                         Oh, well, yeah, I figure with bears, 
                         though, it's either me or them... 
                         You know, I think you're really neat.

               He suddenly grabs at her, putting his arms around her. She's 
               caught off-guard and tries to move away.

                                     DEBBIE
                         Wait a second.

               Terry immediately lets go of her.

                                     TERRY
                         Oh, jeez, I'm sorry. I don't know 
                         what got into me--I didn't mean to--
                         maybe it's the booze or something.

               She puts her coke on the floor. She unfastens the chain 
               holding her sweater together and takes it off.

                                     DEBBIE
                         There--now.

               Suddenly, she grabs him and pulls him down on top of herself. 
               She kisses him madly. At first he's surprised, but then gets 
               the hang of it. They begin to neck passionately, encountering 
               many obstacles in the cramped front seat.

                                     DEBBIE
                         Ow--you pinched me.

                                     TERRY
                         I'm sorry.

                                     DEBBIE
                         Let me get my head over here--okay, 
                         now you get up--

                                     TERRY
                         Ow--my leg, my leg. Ow, watch it!

                                     DEBBIE
                         Ummm, I just love tuck 'n roll 
                         upholstery.

               As they roll around, a couple of guys walk by the car 
               laughing. Terry manages to sit up and watches them go off 
               into the night.

                                     TERRY
                         Geez, it's like Grand Central Station 
                         around here. Why don't we go someplace 
                         else.

               Debbie pulls him back down on top of her.

                                     DEBBIE
                         Nah, come on. They won't come back.

                                     TERRY
                         Wait a minute. I got a blanket in 
                         the back. Why don't we go over into 
                         the field?

                                     DEBBIE
                         All right. Okay.

               They both get out of the car. Terry gets the blanket out of 
               the trunk. They walk along a path next to the moonlit canal. 
               Debbie carries their drinks for them. They left the radio on 
               and Wolfman's voice can be heard as he takes another call.

                                     WOLFMAN (V.O.)
                         Hello.

                                     GIRL (V.O.)
                         Yeah!

                                     WOLFMAN
                         How old are you?

                                     GIRL
                         I'm thirteen, how old are you?

                                     WOLFMAN
                         I'm only fourteen.

                                     GIRL
                         Oh, boy, I love you, Wolfman.

                                     SINGERS
                              (singing over)
                         "Wolfman Jack."

                                     WOLFMAN
                         Oh, now we gonna do the weather for 
                         all the valleys and the mountain 
                         tops. Gonna be hot... about 200 
                         degrees in Merced, 400 degrees out 
                         in Fresno, and I know we're gonna 
                         have about 500 degrees up around the 
                         valley somewhere. You got the Wolfman 
                         Jack Show.

               MINIATURE GOLF COURSE AND ARCADE

               As the Silhouettes yip-yip-yip-yip into "Get a Job," we see 
               the mysterious white Thunderbirds cruise by and disappear. 
               The Pharoahs' Mercury turns into the parking lot of a a 
               miniature golf course. The doors open and the Pharoahs exit. 
               There's a pause, then Ants reaches into the car and pulls 
               Curt out also. The Pharoahs saunter into the miniature golf 
               compound.

                                     CURT
                         Hey, terrific, I love miniature golf.

                                     JOE
                         I hate it.

                                     CURT
                         Well, I don't play that often really. 
                         Ah--what're we doing here then?

                                     JOE
                         We're outta gas.

                                     CURT
                         They don't sell gas here.

                                     JOE
                         No... but we're outta money, too. 
                         Come on, Carl.

                                     CURT
                         Curt.

               Joe gives Curt a gentle push and they go inside. The golf 
               course is empty, except for a couple of ugly girls putting 
               around in the far corner. Under a trellis, Curt and Joe enter 
               as the Pharoahs fool around with the candy machine, pinball 
               games, "Check Your Weight," and "Air Corps Gunner" games, 
               pretending to play with them.  Joe looks around, whistling 
               again.

                                     JOE
                         All right, men.

               Quickly the Pharoahs go into action, jimmying locks, pounding 
               coin returns, pulling out plugs, prying open change boxes 
               and stuffing looses coins into their pockets.

               Joe smiles at Curt, who looks sick again, involved now in a 
               robbery. Ants is sitting in a "Rocket to the Moon" ride, 
               pounding on it unsuccessfully when suddenly it starts. Ants 
               starts bouncing up and down looking dumber than usual. He 
               swears at Rocket to the Moon under his breath--suddenly a 
               screen door slams. The Pharoahs turn. A man in an undershirt 
               stands by the "Get Your Balls Here" booth, regarding them 
               warily.

                                     MR. GORDON
                         What're you punks doing?

               The Pharoahs can't think of anything right away. Ants bounces 
               noisily in the "Rocket to the Moon." The Pharoahs are all 
               looking to Joe for guidance. Joe for his part is mumbling.

                                     CURT
                         Hey, hi. Mr. Gordon, what's up?

               The man looks at Curt, surprised.

                                     MR. GORDON
                         Henderson--Curt Henderson? You with 
                         these punks?

               The Pharoahs don't know what's happening yet. Curt walks 
               over to Mr. Gordon.

                                     CURT
                         These are my friends. We were just...

               Mr. Gordon looks skeptical, then Curt smiles at him. Then 
               Mr. Gordon smiles.

                                     MR. GORDON
                         Jeez, you guys had me scared.

               He laughs nervously. The Pharoahs laugh. Everybody's happy.

                                     MR. GORDON
                         Hey, you haven't left yet?

                                     CURT
                         Oh ah--no--no, I'm not--

               Mr. Gordon looks puzzled.

                                     CURT
                         I mean, I'm not leaving until 
                         tomorrow.

                                     MR. GORDON
                         Tomorrow. Well, listen, Hank 
                         Anderson's inside. Come in and say 
                         goodbye. You know, Hank's the one 
                         that brought your name up on the 
                         floor of the Moose Hall. You got the 
                         check, didn't you?

               He leads Curt toward the screen door. Curt looks around at 
               the Pharoahs, who are slowly starting to work again pilfering 
               the machines. Inside the small office, Curt shakes hands 
               with Hank Anderson, who pats him on the shoulder.

                                     HANK
                         We are all proud of you, Curt. The 
                         Moose Scholarship couldn't have gone 
                         to a better boy. And if there's 
                         anything we can do, let us know.

                                     MR. GORDON
                         Yeah, you'll stay in touch by letter, 
                         won't you?

               There's a knock at the screen and they turn to see Joe at 
               the screen door.

                                     JOE
                         Hey, we're all done out here.

                                     MR. GORDON
                         All done? What--what's he mean?

                                     CURT
                         Ah, he means, we're all done having 
                         loads of fun out here.

                                     MR. GORDON
                         Oh, well...

                                     HANK
                         Wonderful. You can have all the fun 
                         you want. This place is for fun.

                                     CURT
                         Yes. Yes, it is. Thank you. Thank 
                         you both.

                                     MR. GORDON
                         Good luck now.

                                     HANK
                         Before I say goodbye, Curt, I want 
                         to tell you I hope you'll be taking 
                         along with you a little piece of 
                         this place.

                                     CURT
                         I think I have.

                                     HANK
                         Good. Don't forget us.

                                     CURT
                         No, I won't forget you and you won't 
                         forget me.

                                     MR. GORDON
                         Okay. 'Bye.

                                     HANK
                         Good-bye and good luck.

                                     CURT
                         'Bye.

                                     JOE
                         It was nice to meet yuh.

                                     CURT
                         Right. What he said goes for me, 
                         too.

               Curt and Joe go out through the arcade toward the Mercury. 
               They start walking faster, anxious to get away. Joe grins at 
               Curt as they climb into the car.

                                     JOE
                         Yeah, you just might make it as a 
                         Pharoah yet, boy.

               Back in the office, Hank and Mr. Gordon watch the car pull 
               out.

                                     HANK
                         Some day he'll make a fine Moose.

               THE CANAL BANK

               Steve's Chevy sits near the canal. The door is open and the 
               radio blares, while Terry and Debbie are off somewhere in 
               the weeds making out.

               Suddenly, a beam from a flashlight plays across the trunk. 
               Feet approach the car as the light beam moves across the 
               interior and stops on the vacated shoes on the front seat.

               The light beam continues past the empty bourbon bottle and 
               starts int he direction of the field where Terry and Debbie 
               are lost in the throes of passionate love. As we follow the 
               light into the field we hear footsteps.

               As the darkened figure approaches the couple, we see the 
               light go out and catch a gleam of silver in the moonlight as 
               a switchblade springs open!

               Terry reacts to the sound.

                                     DEBBIE
                         What's wrong?

                                     TERRY
                         I thought I heard something.

               She kisses him and he forgets about the noise. The figure 
               retreats back to the Chevy, where another indistinct figure 
               waits.

                                     VOICE (O.S.)
                         They're porking in the weeds. No 
                         sweat.

               Terry and Debbie are resting in the field, listening to the 
               radio in the distance. A car engine is heard starting up and 
               disappearing down the canal bank.

               The countryside is very quiet. Only crickets and frogs are 
               heard as Terry begins to drop off asleep. He suddenly jumps 
               with a start.

                                     TERRY
                         Wait a minute!

                                     DEBBIE
                         What?

                                     TERRY
                         The radio is gone... That means--the 
                         car is gone!

               He scrambles to the spot where the Chevy once stood.

                                     TERRY
                         Oh no!!! OH NO!!!

               Debbie comes up and watches Terry look heavenward.

                                     TERRY
                         Oh God--I'm sorry. But, why the car? 
                         You could have struck us with 
                         lightning or something--anything---
                         but not the car!

               THE CANAL BANK--LAURIE'S '58 EDSEL

               Cars are seen here and there in the moonlight along the 
               irrigation canal outside of town. In the cars radios are 
               playing "To the Aisle," laughter can be heard in some, 
               whispering in others.

               Laurie's Edsel is parked by the slow-moving water. In the 
               front seat of the car, Steve and Laurie are making out. Laurie 
               leans back against Steve, his arms around her, and they look 
               out the window at the stars...

                                     LAURIE
                         You know, it doesn't make sense to 
                         leave home to look for a home, to 
                         give up a life to find a new life, 
                         to say goodbye to friends you love 
                         just to find new friends.

                                     STEVE
                         What? Say that again, I didn't--

                                     LAURIE
                         That's what Curt said.

                                     STEVE
                         Oh, figures.
                              (smiling)
                         You must've talked his ear off trying 
                         to get him to stay.

                                     LAURIE
                         That's not true. I didn't say 
                         anything. Curt just said at dinner 
                         tonight he realized there was no big 
                         hurry. He thought he should take it 
                         easy for a while, go to J.C. and try 
                         to figure out what he wants to do 
                         with his life.

                                     STEVE
                         That sounds logical.

               Laurie's expression changes.

                                     LAURIE
                         You think so?

                                     STEVE
                         Sure. I think Curt's probably right 
                         for Curt. Not for me though. Laurie, 
                         look at me. Now you know what I want 
                         out of life. And it's just not in 
                         this town.

                                     LAURIE
                         I'm not going to the airport tomorrow.

               She looks sullen and he smiles a little. He turns her around 
               and gently kisses here. They begin to make out, Laurie seeming 
               a little desperate. Steve pushes her slowly down on the seat. 
               He moves on top of here and his hand begins to wander.

                                     LAURIE
                         Steve! Don't.

                                     STEVE
                              (quietly)
                         It's our last night together for 
                         three months... come on.

                                     LAURIE
                         We've been through this before.

                                     STEVE
                         I'm going to miss you so much. I 
                         need something to remember you by. 
                         You don't want me to forget you.

               She closes her eyes, trying not to cry.

                                     LAURIE
                              (softly)
                         No...

               He starts to move on top of her, kissing her neck. She 
               struggles for a few moments, then goes limp, not responding. 
               He pulls away angrily.

                                     STEVE
                         What's wrong? You're just lying there.

                                     LAURIE
                         Well go ahead, you want to.

                                     STEVE
                         Not like that.

                                     LAURIE
                         If you're not going to remember me 
                         for anything else, why don't you go 
                         ahead?

                                     STEVE
                         You want it and you know it. Don't 
                         be so damn self-righteous with me. 
                         After those things you told me about 
                         watching your brother--

                                     LAURIE
                         You're disgusting! Get out of my 
                         car! I told you never--

                                     STEVE
                         I'm sorry.

                                     LAURIE
                         Get out! It's not worth it. I don't 
                         care if you're leaving--now get out!

               She reaches past him and pulls the door handle. The door 
               swings open and she shoves Steve out. Then she starts the 
               engine and drives away, leaving Steve standing there in the 
               darkness. In the distance, he hears the laughter of other 
               couples and the drifting music from their radios.

               THE CANAL ROAD

               Terry and Debbie walk slowly along the dark canal. Terry 
               takes a large slug of his bourbon and coke.

                                     DEBBIE
                         Anyway, the Goat Killer--

                                     TERRY
                         Let's talk about something else.

                                     DEBBIE
                         --Whenever he strikes, he leaves a 
                         bloody goat's head near the victim. 
                         Isn't that creepy?

               Terry thinks about it and indeed it is. He looks around into 
               the darkness and then takes Debbie's hand.

                                     DEBBIE
                         They thought he went up to Stockton, 
                         but two nights ago they found Carlie 
                         Johnson and Don White right here by 
                         the canal all hacked to pieces and--

                                     TERRY
                         Who do you think'll take the regionals 
                         this--

                                     DEBBIE
                         --not only were there bloody goats' 
                         heads, but he had switched all the 
                         parts of their bodies around. You 
                         know putting her arms on him and his 
                         legs on--

               Terry is slowing and he stops her. He motions for her to 
               shut up and they listen. The wind whines across the flat 
               valley. Ahead there is only darkness, then footsteps!

                                     TERRY
                         Wait a second. Did you hear...?

                                     DEBBIE
                         You think it's the Goat Killer?

                                     TERRY
                              (whispering)
                         No! I mean, no. Listen, I'll go for 
                         help, you stay here.

               Terry has turned and is starting off when she grabs him by 
               his shirt-tail.

                                     DEBBIE
                         Come on, we'll hide in the field.

               She takes Terry's hand and they go off behind some bushes, 
               away from the black water.

               Debbie looks through the bushes, squinting.

                                     DEBBIE
                         Maybe if it's the Goat Killer he'll 
                         get somebody and we'll see the whole 
                         thing.

               Terry stands with his eyes closed.

                                     TERRY
                         I don't want to see the whole thing. 
                         Especially if it's us he--oh, why 
                         me? I'm going to look lousy with 
                         your legs and a goat's head and--

                                     DEBBIE
                         Shhh--he's stopped. I can't see him 
                         very--I think he's coming this way.

               She edges off to get a better view.

                                     TERRY
                         Well, as long as he's not--Debbie! 
                         Debbie!

               She's gone. Terry starts off, taking one step, turns, takes 
               another, turns, takes another. Suddenly Terry hears something 
               behind him. He turns very slowly and looks...

               A figure is standing right behind him, silhouetted by the 
               moon, its face obscured. Terry jumps about three feet and 
               yells.

                                     STEVE (O.S.)
                         Terry!

                                     TERRY
                         Who, me? Why me?

               Terry stops yelling, seeing that it's Steve.

                                     STEVE
                         Terry.

                                     TERRY
                         Steve!

               Debbie comes back through the bushes and Terry looks at her 
               nervously.

                                     TERRY
                         Where'd you go, anyway?

                                     DEBBIE
                         Over there.

                                     TERRY
                         Well, don't go off again. Come on, 
                         let's get out of here.

               Terry and Debbie start to walk with Steve back toward town. 
               Terry keeps taking pulls from the bottle of bourbon.

                                     STEVE
                         What're you doing out here? Hey, 
                         where's my rod?

                                     TERRY
                              (choking)
                         Um, oh, did I introduce you? This is 
                         Debbie. Debbie, this is Steve.

                                     DEBBIE
                         Hello.

                                     STEVE
                         Hi.

                                     DEBBIE
                         Hi.

               They continue to walk along the dark canal bank.

                                     STEVE
                         Well, what about my car?

                                     TERRY
                         Um... I'ts in the garage. I put it 
                         in the garage for safe keeping. I 
                         mean... I don't want to take any 
                         chances with it.

                                     STEVE
                         Oh, great.

                                     DEBBIE
                         Yeah. Yeah. It's a good thing too. 
                         'Cause somebody stole our car.

                                     STEVE
                         Really? That's terrible. What kind 
                         was it?

                                     TERRY
                         Gee, ah, where's Laurie, anyway?

                                     STEVE
                         I guess we broke up.

                                     TERRY
                         You broke up? Bull!

               Steve just shrugs. The three of them go off into the darkness.

               CRUISING MAIN STREET-'32 YELLOW DEUCE COUPE

               The coupe makes an eccentric swerve as it cruises along the 
               main drag. Inside, Carol is looking at the gear-shift knob 
               that she's taken off the shift arm as they listen to "Do You 
               Want to Dance?"

                                     CAROL
                         It doesn't look like a gear shift 
                         knob.

                                     JOHN
                         Come on, will ya? Give it back to 
                         me.

                                     CAROL
                         Well, go ahead, cream me. What's 
                         wrong, you're a tough guy. Break my 
                         arm, see if I care.

                                     JOHN
                         Forget it.

               He ignores her, and finally his silence makes her take a 
               small round knob out of her pocket and put it back on the 
               shifter where it belongs.

                                     CAROL
                         I was just going to keep it for a 
                         little while. You're an ogre, just 
                         like my father. He won't let me play 
                         records, or stay out late, or 
                         anything.

                                     JOHN
                              (worried)
                         He ah--doesn't like you to stay out 
                         late?

                                     CAROL
                         No--he's terrible. Once I was at a 
                         party that didn't end till late and 
                         he called the cops. Can you imagine? 
                         It was only a little after midnight 
                         and he had the whole police force--

                                     JOHN
                         Say, where do you live anyway?

                                     CAROL
                         Over on Ramona, why?
                              (She suddenly smiles)
                         Oh no. Uh uh. You thought I'd tell 
                         you where--not me, not old Carol. 
                         The night is young and I'm not hitting 
                         the rack until I get a little action.

               John sighs, wondering if he'll ever get rid of her. He looks 
               back at something in the rear view mirror. He speeds up and 
               checks the mirror again.

                                     CAROL
                         What do you keep lookin' at?
                              (she looks around 
                              behind them)
                         Who's that? You know him? He's 
                         following awful close.

                                     JOHN
                         Grab onto something.

               Carol looks scared and grabs onto the dash. John suddenly 
               hits the brakes. The deuce coupe noses down and Bob Falfa's 
               Chevy has to swerve abruptly to avoid a crash.

               Falfa pulls the Chevy around and alongside the coupe. He has 
               another new girl with him.

                                     FALFA
                              (shouting over)
                         Sorry if I scared ya, man.

                                     JOHN
                              (looking ahead)
                         Takes more than that to scare me.

                                     FALFA
                         Where ya been hiding? Didn't anyone 
                         tell ya I been looking for ya?

                                     JOHN
                         Hey, I can't keep tracka all the 
                         punks lookin' for me.

                                     FALFA
                         They say you're the fastest thing in 
                         the Valley. But that can't be your 
                         car, man. That must be your mama's 
                         car. Hell, I feel embarrassed just 
                         getting near ya.

                                     JOHN
                         Ya should, man--you're driving a 
                         field car.

                                     FALFA
                         Field car? What's a Field Car?

                                     JOHN
                         Field Cars drive through the fields, 
                         dropping cow shit all over the place 
                         to make the lettuce grow.

                                     FALFA
                              (laughing)
                         That's pretty good. Hey, I like that 
                         paint job you got. What they call 
                         that--sorta a cross between Piss 
                         Yellow and Puke Green, ain't it?

                                     JOHN
                         Yeah, well, you're car's so ugly you 
                         must have to sneak up on the pumps 
                         to get a tank of gas.

                                     FALFA
                         Well, at least I don't have to move 
                         over to let a funeral go by, man.

               Through all the insults, Carol has been cracking up.

                                     CAROL
                              (shouting)
                         Your car's uglier than I am.

               John and Falfa both look at her and she sits back.

                                     CAROL
                         That didn't come out right...

               They both stop at a light now. Falfa roars his engine.

                                     FALFA
                         Come on, boy, prove it. Let's go.

                                     JOHN
                         Look kid, why don't you go out and 
                         win a few races, then come back and 
                         see me.

                                     CAROL
                         Oh, race him, you can beat him.

               John gives Carol a very fierce look and she sinks back into 
               her corner.

                                     FALFA
                         Hey, that's a tough lookin' girl you 
                         got with you, man. What're you doin'? 
                         Trying to pick up a few extra bucks 
                         babysitting?
                              (grinning at Carol)
                         Hey, Doll. Why don't you come on and 
                         ride with me--in about ten years?

                                     JOHN
                         Leave her out of this. This is just 
                         between you and me.

               Falfa revs his engine again. John thinks a moment, then shifts 
               down into first.

               The light changes, and John and Falfa take off, tires 
               screaming. The two cars perfectly in sync, rocket down the 
               block toward the next red light. John starts to slow for the 
               light. Falfa looks over, laughs, and runs the red light. 
               John stops.

                                     CAROL
                         Wow! He's really fast, isn't he?

                                     JOHN
                         Yeah. But he's stupid.

               CRUISING 10TH STREET-PHAROAH'S '51 MERCURY

               Curt is still out riding with the Pharoahs. He seems a little 
               easier with them now, after their successful heist at the 
               miniature golf course. The radio is playing "Party Doll."

                                     CURT
                         Hey--any of you guys know a blonde 
                         in a white T-Bird?

                                     JOE
                         Yeah, I seen her, what about it?

                                     CURT
                         I was just wondering who she is.

                                     JOE
                         She's outta your price range, man. 
                         My brother's been with her and he 
                         clued me in.

                                     CURT
                         Price range? You mean she's a--

                                     JOE
                         Yeah, Thirty Dollar Sheri. Can you 
                         believe that? Thirty dollars.

                                     CURT
                         We must be thinking of different 
                         blondes.

                                     CARLOS
                         Hey man, don't tell Joe what he 
                         thinks.

                                     ANTS
                         Thirty dollars ain't much. I saw ten 
                         thousand once. My old man had it in 
                         a suitcase. They caught him the next 
                         morning though.

                                     CARLOS
                         Fuzz ahead, watch it.

                                     JOE
                         Where?

                                     CARLOS
                         Fuzz ahead, watch it.

                                     JOE
                         Where?

                                     CARLOS
                         At Jerrie's Cherries. You can just 
                         barely see the fender.

                                     ANTS
                         That's rotten, man. Hiding like that.

                                     CARLOS
                         That's shitty.

                                     JOE
                         It's dishonest.

               Ants gives him the evil eye. Joe watches the cop car in the 
               used car lot as they pass it.

                                     JOE
                         We oughta do something. I got an 
                         idea. I got a good idea.

               MAIN STREET

               Steve, Terry and Debbie have made it back into town from the 
               canal. They walk past the closed stores and stop on a busy 
               corner.

                                     STEVE
                         I think I'm gonna go over to Burger 
                         City.

                                     TERRY
                         Yeah. Yeah. Laurie's probably over 
                         there.

                                     STEVE
                         You really think she's got me worried 
                         about where she is, don't you?

                                     TERRY
                         Well...

                                     STEVE
                         Let me tell you something. I couldn't 
                         care less. Want to come along?

                                     DEBBIE
                         Yeah, I do. I do.

                                     TERRY
                         No.

                                     STEVE
                         Make up your minds.

                                     TERRY
                         No, thanks. U'mm. You know we got to 
                         report the car missing.

                                     STEVE
                         All right. See yuh.

                                     TERRY
                         Yeah. See yuh.

               Steve goes off and Debbie looks at Terry.

                                     DEBBIE
                         Why can't we go to Burger City?

                                     TERRY
                         Burger City? Burger City!!? How can 
                         you think of hamburgers when somebody 
                         stole my car.

               She looks hurt and starts off.

               ALLEY BEHIND JERRY'S CHERRIES USED-CAR LOT

               Curt is getting out of the low-slung Merc and Joe saunters 
               around from the driver's side. He smiles, friendly like--

                                     JOE
                         Listen, ah--Carl, I--

                                     CURT
                         Curt.

                                     JOE
                         Curt.

               He nods at Curt, looking cautiously around the dark lot.

                                     JOE
                         Despite you scratching Gil's car, I 
                         like you. And I know what you'd like 
                         more than anything right now. Like 
                         every guy in town, you got the same 
                         secret dream, right?

               Curt nods.

                                     JOE
                         Ya want to join the Pharoahs. Huh? 
                         You can admit it--you'd like to--but 
                         you never dreamed it could be 
                         possible, did you?

               Curt shakes his head slowly.

                                     JOE
                         Well, tonight, I'm goin' to give you 
                         your chance.

               Curt hasn't the slightest idea what Joe is talking about. 
               Joe puts his arm around Curt's shoulders and leads him away, 
               explaining what he has to do, while Ants and Carlos grin.

               In the middle of the used car lot, a patrol car hides among 
               the autos for sale. Inside the car, Holstein sits with another 
               officer who's dozing. Across Holstein's dark glasses, 
               reflections of the kids' cars cruising by can be seen, as 
               Holstein waits to nab somebody.

               Joe approaches the patrol car through the lot. He ducks, 
               carrying a length of metal cable in his hand. Curt wanders 
               behind him. Joe sees him and motions for him to get down.

                                     JOE
                         Get down!

               Curt ducks down near Joe.

                                     JOE
                         Okay. Now you got it? I'm stayin' 
                         here. You're on your own.

                                     CURT
                         Wait a minute, wait a minute, Joe. 
                         What if he hears me?

                                     JOE
                         Shhh. Listen. Look at it this way: 
                         Now you got three choices. One, you 
                         chicken out. In that case, I let 
                         Ants tie you to the car and drag you 
                         around a little bit. And you don't 
                         want that, right?

                                     CURT
                         No.

                                     JOE
                         Two, you foul up and Holstein hears 
                         you and well, ah... you don't want 
                         that, right?

                                     CURT
                         No, I don't.

                                     JOE
                         Three, you are successful and you 
                         join the Pharoahs with a carcoat, 
                         and the blood initiation and all 
                         that, huh?

                                     CURT
                              (seeing Joe walk away)
                         Wait--wait a minute. Wait a minute! 
                         What blood initiation?

                                     WOLFMAN (V.O.)
                         Oh, here we go baby! Here's "Come Go 
                         With Me."

               The policeman waits for a victim. In the background, we see 
               Curt dodging from behind one car to another. Taking cover, 
               Curt makes another break toward a car--and trips and falls.

               In the cop car, Holstein thinks he hears something. He opens 
               the door and gets out. Adjusting his billy club, he paces 
               around the used car lot officiously, while Curt hides behind 
               a Falcon and peeks out from behind a fender. He sees Holstein 
               walking back toward the squad car. The cop opens the door 
               again and climbs in. The echoing sound of the calls coming 
               over the police radio blend with the Wolfman's howling as 
               cars pass with their radios blaring.

               Curt is inching forward with the cable, toward the squad 
               car. In the background, a slow freight train can be heard 
               starting to move across the valley. Curt ties the cable to a 
               post and then, looking scared, crawls under the police car 
               with the cable.

               Underneath the car, Curt inches on his back and then reaches 
               up and attaches the cable to the rear axle of the car.

               MAIN STREET

               Terry and Debbie are walking across the street, Terry looks 
               miserable and disconsolate about the loss of the Chevy he 
               possessed for three short hours. Debbie tries to be more 
               positive about the situation.

                                     DEBBIE
                         Hey, why don't we go get your jeep?

                                     TERRY
                         What? What are you talking about?

                                     DEBBIE
                         You know, your jeep. The one you 
                         sold the hunting ponies for. The one 
                         with the four-wheel drive.

               Terry just stares at her morosely. He stops by a parking 
               meter and sinks down on top of it.

                                     DEBBIE
                         Come on, Terry--Terry?

               ALLEY BEHIND JERRY'S CHERRIES USED CAR LOT

               Curt and Joe are on the run toward the Merc. Ants and Carlos 
               jump in as they start their getaway.

                                     JOE
                         Hey, you sure you got enough slack?

                                     CURT
                         Yeah, yeah. No sweat. Let's get out 
                         of here.

               MAIN STREET

               Joe shifts into high gear and is flying down the main drag. 
               Terry and Debbie look startled as they see the Pharoah's 
               Mercury roaring by--and Curt leaning out the door, shouting 
               insanely.

                                     CURT
                         Stand by for Justice!

               Terry and Debbie watch the Merc speed suicidally past Jerry's 
               Cherries Used-Car Lot.

               Holstein spots them and the driver starts up the engine of 
               the squad car. THe red lights start flashing and the siren 
               wails. The patrol car shifts into gear and leaps forward. 
               Suddenly, there's a horrendous metallic screech, the patrol 
               car hurtles up and out, airborne for a moment--then noses 
               down and bounces along the pavement, sending out sparks as 
               it slides to a stop.

               The driver is stunned and frozen to the wheel. Holstein 
               manages to remove his dark glasses and looks back. There, 
               sitting quietly in the middle of the parking lot, is their 
               trans-axle and two rear wheels. The patrol car sits on the 
               ground at a twenty degree angle, while its engine whines 
               impotently at top speed.

               On the radio, the all-seeing Wolfman gives an evil laugh--

                                     WOLFMAN (V.O.)
                         Oh, I can't believe it. Feels so 
                         good 'cause you're sweet sixteen.

               And Johnny Burnette takes his cue and croons into "You're 
               Sixteen."

               A DARK ROAD OUTSIDE TOWN--DEUCE COUPE

               John has glided off the main drag and into a residential 
               area. Everything is dark and quiet as the adult population 
               sleeps through the night. John pulls the coupe to the curb 
               and turns off the engine. He turns out the lights.

               Inside the car, there's silence. Only the clock ticking. 
               Carol looks over at John a little nervously.

                                     CAROL
                         Why are we stopping here?

               John looks at her and his arm slides along the back of the 
               seat above her. She notices his arm and the fact that he's 
               moving slowly toward her.

                                     JOHN
                              (in a husky voice)
                         Carol...

                                     CAROL
                         What?

                                     JOHN
                         I--I don't think that I can control 
                         myself any longer.

                                     CAROL
                         You can't?

                                     JOHN
                         No... Carol, I've got to have you.

                                     CAROL
                         Me?

               He touches her hair and she slouches back into her corner 
               fearfully.

                                     JOHN
                         All night you've been sitting there 
                         and you've been so sexy and it's 
                         been so hot--and I can't wait any 
                         more...

                                     CAROL
                         Well--well, a lot of that's an act, 
                         you know. Like... like my crying. It 
                         was just an act.

                                     JOHN
                         Well, it's been building up inside 
                         of me like a volcano, all night. 
                         Maybe if I knew where you lived I 
                         could fight it--I could take you 
                         home--but since you won't tell me, 
                         and since here we are--I've got to 
                         have you. It's too late--

                                     CAROL
                         It's not too late! It's never too 
                         late! 231 Ramona--two three one--

                                     JOHN
                              (smiling)
                         Two three one--

                                     CAROL
                         I'll show you! It's easy to find.

               John starts the car engine. Carol looks very relieved. The 
               yellow deuce coupe roars off down the dark street.

               MEL'S DRIVE-IN

               Steve sits in the almost empty cafe section of Burger City. 
               He stirs a coffee and mulls over the night's events in his 
               mind. A door opens and Budda Macrae comes in. She watches 
               him a moment, then takes off her little Bell Boy Cap and 
               gets a cup of coffee for herself.

               Steve looks up as she comes over on her roller skates.

                                     BUDDA
                         Hi. You mind if I sit down?

                                     STEVE
                         Hi Budda. No, have a seat.

                                     BUDDA
                         I got five minutes outa the rat race, 
                         and I saw you all alone. For a change.

               She drinks her coffee and he looks out the window thinking 
               about something else.

                                     BUDDA
                         Where's Laurie?

                                     STEVE
                         I don't know.

                                     BUDDA
                         I thought the two of you'd be going 
                         strong, this being your last night 
                         and everything--

                                     STEVE
                         We broke up.

               Budda looks surprised.

                                     STEVE
                         No big deal.

                                     BUDDA
                         Wow... what happened?

                                     STEVE
                         Nothing. We were out at the canal 
                         and... we had a fight.

               Budda smiles and he looks at her strangely.

                                     STEVE
                         What's so funny?

                                     BUDDA
                         Nothing. Just thinking. A girl like 
                         Laurie--I mean, she goes to school 
                         and is cute and popular and all, but 
                         we're not so different. We know what 
                         we want. I've seen her after you for 
                         two years now.

                                     STEVE
                         She's not like that.

                                     BUDDA
                         Maybe not. She does have a different 
                         approach. Hers is "Never surrender," 
                         me I lay down my arms at the drop of 
                         a hat--

                                     VOICE (O.S.)
                         Budda, you got an hour left, let's 
                         get on it.

                                     BUDDA
                              (yelling back)
                         All right, relax... old fart. Listen, 
                         I'm off in an hour. If you wanta 
                         come over, my girlfriend's away for 
                         the weekend.

                                     STEVE
                         I don't know...

               Laurie walks up the drive-in and is about to enter when she 
               stops and watches Steve and Budda. She thinks about going 
               in, then hesitates, watching them.

                                     BUDDA
                         Why don't you? I never got a chance 
                         to talk to you. You're leaving 
                         tomorrow. Listen, I gave up a long 
                         time ago, so it'd be just for fun. 
                         No problems.

               She smiles at him and he smiles back a little. At the door, 
               Laurie turns and leaves before Steven sees her.

                                     BUDDA
                         I'll see ya later then.

               She gets up and goes back to the counter on her skates. Steve 
               thinks a moment and gets up also.

                                     STEVE
                         Budda, Budda wait.

               She turns and he comes over to her as she puts back on her 
               little cap.

                                     STEVE
                         I gotta get up early and--I just 
                         don't think it'd work out.

                                     BUDDA
                         She's got you so brainwashed--well, 
                         hell. Some day I'm gonna win. Don't 
                         ya think?

                                     STEVE
                         Sure.

               She smiles briefly, then turns and leaves. Steve watches her 
               go.

               MEL'S DRIVE-IN

               The drive-in remains a raucous roar: Cars coming in from the 
               hop, from the movies, other cars going out to the canal or 
               back out to cruise. Only the car hops, who have developed a 
               late-hour, harried look, suggest it's nearly closing time.

               The Pharoahs arrive. The Mercury swings imperiously into the 
               lot. The radio can be heard as the rumbling engine dies. The 
               Clovers are singing "Love Potion #9."

               Curt jumps out of the Mercury elated. The Pharoahs all climb 
               out and circle him, punching him playfully. Joe holds him 
               while Carlos tickles him and they all laugh.

                                     JOE
                         Oh mother, it's been a glorious night.

                                     CARLOS
                         That was the bitchinest thing I ever 
                         seen in my whole life.

                                     ANTS
                         I seen a little kid attacked by pigs 
                         once, but this was even better.

                                     JOE
                         Oh boy, I'll tell you something, 
                         that car must've jumped five feet in 
                         the air!

               Curt nods, feeling pretty good.

                                     JOE
                         You sure you got to go? The night's 
                         young.

                                     CURT
                         Yeah, there's some things I got to 
                         do. I still want to find that blonde.

                                     JOE
                         I think she was an optical delusion, 
                         man. Psychology-wise it ain't good 
                         to dwell on it. You'll alter your 
                         ego or something. Anyway, catch ya 
                         tomorrow night?

                                     CURT
                         Yeah, I guess so.

                                     JOE
                         Guess so? Man, we don't admit a lot 
                         of guys to the Pharoahs. You 
                         understand we're going to have to 
                         swipe your jacket and all--you gotta 
                         make up your mind.

               Curt nods, thinking about it. Then he shrugs. He looks at 
               the three Pharoahs as they climb back into their maroon 
               chariot.

                                     CURT
                         Hey--I'll see you guys.

                                     JOE
                         Sure--listen, remember, Rome wasn't 
                         buried in a night.

               Joe laughs and Curt nods. He watches the Mercury pull out 
               and then he wanders back across the drive-in toward his little 
               Citroen.

                                     WOLFMAN (V.O.)
                         My, my, my. You only got five minutes 
                         left, if you want to talk to the 
                         Wolfman. Gonna make all your dreams 
                         come true, baby.

               Curt gets into the little car and sits listening to the radio. 
               The neon

               MEL'S DRIVE-IN is reflected across the windshield.

                                     VOICE (V.O.)
                         Wolfman...

                                     WOLFMAN
                         Yeah.

                                     VOICE
                         Would you dedicate a record to keep 
                         me and my girlfriend together?

                                     WOLFMAN
                         Are you separated?

                                     VOICE
                         Well, see, we're havin' a little 
                         problem.

                                     WOLFMAN
                         I'll bring you right together. Hold 
                         on a minute, man. Hi ya, hi ya, hi, 
                         hi, hi. Everything's gonna be all 
                         right now, man, you understand? Now, 
                         let me play the record for you.

               As the Wolfman talks on, Curt glances toward the street. He 
               sees the white Thunderbird gliding by. He sits up quickly 
               and tries to start the Citroen--but the machine barely turns 
               over. He keeps trying desperately, but the engine won't catch.

               CRUISING G STREET--'58 EDSEL

               Laurie drives slowly, alone in the Edsel. On the radio, the 
               Skyliners are lamenting the sad state of things--"Since I 
               Don't Have You." Laurie wipes her eyes, crying with the music. 
               A horn honks. She looks over to see Bob Falfa's car pacing 
               her. He's alone now and grinning at her. Laurie ignores him. 
               They drive along further. Falfa roars his engine, but she 
               still doesn't give him any attention. He gives up and pulls 
               off.

               Laurie thinks a while, pouting. She pulls alongside Falfa at 
               the next light. He isn't looking at her. She toots her horn 
               and he turns. Laurie motions him to pull over.

               Falfa looks surprised. The light changes, and he follows her 
               to the curb. Laurie takes a deep breath, and with a determined 
               look, gets out and walks back to his car. She gets in and 
               closes the door. They start off. He looks over and smiles.

                                     FALFA
                         Hey Hey Hey, baby, what do you say?

                                     LAURIE
                         Just don't say anything and we'll 
                         get along fine.

               Falfa is puzzled by the frigidity in the air. He glances at 
               her then back at the road, wondering about this strange chick.

               RESIDENTIAL STREET--DEUCE COUPE

               The coupe slows in front of a modest California ranch-style 
               home. John stops the car and turns off the engine. He looks 
               over at Carol, who seems lost in thought.

                                     JOHN
                         This the first time you've been quiet 
                         all night.

                                     CAROL
                         I had fun. Goodbye.

               She sits for a moment, about to say something.

                                     CAROL
                         Do you like me?

                                     JOHN
                         Yeah. I like you. You're all right.

                                     CAROL
                         But I mean, do you like me?

                                     JOHN
                         I, ah... I like you. Okay?

                                     CAROL
                         Couldn't I have something to remember 
                         you by?

               John gives in to her sweet gaze. He takes off the gearshift 
               knob, gives it to her, and leans over and gives her a kiss.

                                     JOHN
                         'Bye, kid.

                                     CAROL
                         Gee, thanks. It's just like a ring 
                         or something.

                                     JOHN
                         Yeah.

                                     CAROL
                         It's like we were going steady. 
                         Wait'll I tell Marcia.

                                     JOHN
                         Wait a minute, now.

                                     CAROL
                         Wait'll I tell everybody.

                                     JOHN
                         Don't go overboard with this thing.

                                     CAROL
                         Well, I'll see you around.

               She jumps out of the car and runs up the walk to the house. 
               He watches her stop at the screen door and turn. She gives 
               him a little wave, then goes inside.

               John looks over at the empty seat next to him and seems a 
               little sad. He starts the engine and drives off slowly.

                                     WOLFMAN (V.O.)
                         I haven't cried so much. And the 
                         tears and everything, man... I leaned 
                         down towards the microphone and I 
                         almost shorted myself out.

               OUTSIDE MEL'S DRIVE-IN

               Curt has the font hood up on the beetle-like Citroen and is 
               fooling with the recalcitrant engine. Steve is standing beside 
               him.

                                     CURT
                         Hold that up.

                                     STEVE
                              (taking the hood from 
                              him)
                         I've been thinking--maybe you're 
                         right. Why should I leave home to 
                         find a new home. Why should I leave 
                         friends that I love to find new 
                         friends?

                                     CURT
                         Wait a minute, wait a minute. I've 
                         heard this already. Aren't you the 
                         one who for eight weeks has been 
                         telling me you have to leave the 
                         nest sometime?

                                     STEVE
                         I realize that. I realize--

                                     CURT
                         No--no realizing. You've been telling 
                         me all summer that it's time to pull 
                         your head out of the sand and take a 
                         look at the big, beautiful world out 
                         there. Gimme this thing.

                                     STEVE
                              (letting him close 
                              the hood)
                         I don't know--I--

                                     CURT
                              (banging the Citroen 
                              hood shut)
                         I feel like a mid-wife.

                                     STEVE
                         I guess I was wrong. I may have been 
                         wrong.

                                     CURT
                         Wrong nothing. You've been talking 
                         about getting out of this town for 
                         eight weeks. And now--goddamnit!--
                         you're just--you're just mentally 
                         playing with yourself. If you can 
                         just relax, we'll talk about it at 
                         the airport.

               Curt walks around the side of the car and opens the door.

                                     STEVE
                         Where are you going? It's awfully 
                         early in the morning.

                                     CURT
                         I have a dental appointment.

                                     STEVE
                         Come on, Curt...

                                     CURT
                         Just relax, wil ya? I'll see you at 
                         the airport.

               Curt gets into the car and starts the engine. Steve watches 
               him pull out of the drive-in, then walks off.

               ALLEY BEHIND THE "COME ON INN" BAR

               A half dozen people are standing around in the parking lot 
               behind the bar. Debbie is sitting on the hood of a car, 
               swinging her legs and chewing gum. The people all seem to be 
               watching something on the ground behind the car. Coughing is 
               heard, then gagging, and the unmistakable sounds of someone 
               being sick.

               At the back door of the bar even the cooks are looking and 
               pointing. We hear more coughing and vomiting. A guy slides 
               up on the hood next to Debbie.

                                     GUY
                         I never seen a guy lose so much. He 
                         mustn't have been used to drinking.

                                     DEBBIE
                         Oh no, he really likes to drink. He 
                         told me.

               An old man looks at his watch and then up at the stars.

                                     OLD MAN
                         Gettin' late... I knew a man once 
                         who got this sick. Billy Webber. 
                         That was ten years ago. What do you 
                         think that was there, that he had 
                         for dinner?

               More groaning and gaggin is heard. An old woman moves close 
               to the old man and he puts an arm around her sentimentally.

                                     OLD WOMAN
                         Staying on his hands and knees like 
                         that...
                              (she grins)
                         He looks like a dog, doesn't he? 
                         Looks like old Ginger.

                                     OLD MAN
                         Sicker than a dog, that's for sure.

               The people drift off, leaving Debbie sitting alone on the 
               car. Now, Terry slowly emerges, pulling himself up the hood 
               of the car. His face is white. He lies across the hood trying 
               to catch his breath.

                                     TERRY
                         Ohh rats, I feel like--
                              (he notices a car 
                              nearby and pushes 
                              himself up)
                         Wait a second... hey!

               He staggers across the lot toward Steve's Chevy! Debbie slides 
               off the car and follows him.

                                     TERRY
                         It's--oh my god--it looks like Steve's 
                         car. Look, right here under our--
                         it's my car. My car. We found it. 
                         Look!

               Terry staggers around and looks for the keys. He searches 
               under the front seat and over the visor.

               Must've taken the keys with them.

                                     DEBBIE
                         Maybe we oughta call the police.

                                     TERRY
                         Never get here in time. I got a better 
                         idea. We'll just steal it back. See 
                         if you can find some wire around. We 
                         only need a foot to hot-wire it... 
                         okay?

               GAS STATION--DEUCE COUPE

               John pulls the coupe out of the garage and wheels up to the 
               pumps of the gas station. An attendant nods, looking at the 
               roaring engine.

                                     ATTENDANT
                         Took the header plugs off. Expectin' 
                         some action?

               John looks at him from inside the coupe and nods slowly.

                                     JOHN
                         Yeah. Think so. There's some punk 
                         lookin' for me.

                                     ATTENDANT
                         Why the hell do they bother? You've 
                         been number one as long as I can 
                         remember.

                                     JOHN
                         Yeah... it's been a long time, ain't 
                         it? I'll see ya. Thanks.

               John drives the car out of the station and screeches down 
               the street.

               ALLEY BEHIND THE "COME ON INN" BAR--STEVE'S '58 CHEVY

               Terry is fiddling around under the dashboard, trying to hot-
               wire the Chevy. As the wires connect, the radio comes to 
               life and the Wolfman growls.

                                     WOLFMAN (V.O.)
                         Who is this on the Wolfman telephone?

               There's the sound of a phone ringing, then the unmistakable 
               voice of the Big Bopper answering.

                                     BIG BOPPER (V.O.)
                         Hellooo, baaaby--

               Just then, Terry looks up and sees one large badass looking 
               at him. Terry gets up slowly and sees another big guy standing 
               nearby. The first badass reaches in and grabs Terry by the 
               shirt. He pulls him from the car. Terry is smiling weakly.

                                     TERRY
                         Ah, hi--this is my car. What I mean 
                         is, somebody stole my car--I mean I 
                         lost my car and I want to thank you 
                         two guys for--

               The first badass shoves Terry toward the other badass.

                                     TERRY
                         --for returning--I mean finding it. 
                         I mean, listen now, listen guys--
                         I've been sick recently, and this 
                         kind of activity can really be hard 
                         on a guy. Now, easy will you? Easy!

               They throw him back and forth and start to rough him up 
               seriously. Debbie is running around helplessly while they 
               pummel Terry. Then, she sees the yellow deuce coupe passing.

               John glances out his window and notices the fight behind the 
               Come On Inn. He punches it and wheels into a fast U-turn.

               The hoods have quit playing with Terry and are punching him. 
               Terry's still on his feet, mostly because he's drunk and 
               staggering away from a lot of the blows; also, Debbie is 
               screaming and pelting the assailants with her purse.

                                     DEBBIE
                         Stop it, stop it, stop it! Help! 
                         Police! You creeps!

               John jumps out of the coupe and runs into the parking lot. 
               He grabs one of the punks and turns him--smashing him in the 
               face. The punk lands on his ass. John starts circling the 
               other.

                                     TERRY
                         Go, John!

                                     DEBBIE
                         Hit him!

               A good fighter, John lands a couple of blows to the gut and 
               lands him on his can. Both of them crawl off. Terry is lying 
               nearby, drunk, sick and bloodied. Debbie holds his head in 
               her lap. John goes over and kneels by them.

                                     JOHN
                         Hey, man, you all right?

                                     TERRY
                         Yeah. I'll die soon and it'll all be 
                         over.

                                     DEBBIE
                              (looking at John)
                         Wow--you're just like the Lone Ranger.

                                     JOHN
                              (eyeing Debbie)
                         Yeah. Listen, are you with the Toad, 
                         or were you with them?

               Terry manages to raise his head.

                                     TERRY
                         You're talking to the woman I love...

               His head falls back again.

                                     JOHN
                         What happened, man?

               Terry opens his mouth to start to explain, but it's too hard. 
               He can only moan.

               MEL'S DRIVE-IN

               The drive-in is emptying out finally as the midnight hour 
               approaches and passes. The die-hards and the hard-ups are 
               still wheeling through Mel's looking for remains of any 
               action.

               Steve sits inside in a booth. Two gossipy looking girls come 
               in smiling and slide into the booth across from him.

                                     STEVE
                         Hi, Karen, Judy.

                                     JUDY
                         Hi, Steve. Have you seen Laurie 
                         lately?

               Steve shakes his head no.

                                     JUDY
                         Well, we have.

                                     STEVE
                              (already annoyed)
                         Oh yeah. So what?

                                     JUDY
                         So nothing. She was just with a really 
                         cute guy in a boss car. We wondered 
                         who he was.

                                     STEVE
                         I wouldn't know.

                                     JUDY
                         We do. His name's Bob Falfa.

               The name registers with Steve.

               Terry and Debbie pull into the drive-in and park. Terry, his 
               face swelling, groans as he leans toward the intercom.

                                     TERRY
                         Help... I mean, I want two cherry 
                         cokes with lots of ice. Never mind, 
                         forget the cokes, just bring the 
                         ice, pronto.

               The intercom repeats his order in a foreign language and 
               suddenly Steve arrives and opens the door.

                                     STEVE
                         Out! OUT!

                                     TERRY
                         What??

                                     STEVE
                         I need the car--now.

               Terry gets out and Debbie gets out her side. Steve gets in.

                                     TERRY
                         What's going on?

                                     STEVE
                         I'm about to find out.

               Steve roars out of the drive-in, leaving Terry and Debbie 
               standing in an empty space.

                                     DEBBIE
                         I don't believe it! You practically 
                         get killed trying to get your car 
                         back, then you let him have it.

               Terry looks at her, his eye swollen, his lip ballooning, his 
               glasses broken. Finally, he gives up--it's not worth the 
               trouble any longer.

                                     TERRY
                         It's not my car.

                                     DEBBIE
                         What?

                                     TERRY
                         What?

                                     TERRY
                         IT IS NOT MY CAR!

                                     DEBBIE
                         Well, where is your car?

               Terry is upset now.

                                     TERRY
                         I DON'T HAVE A CAR!

                                     DEBBIE
                         You don't--no car at all. What about 
                         your jeep?

               Terry shakes his head.

                                     DEBBIE
                         No car... well, how am I going to 
                         get home?

               Just then the car hop approaches with the two cokes on two 
               trays.

                                     CAR HOP
                         Where's your car? I gotta hook 'em 
                         to your car.

               Terry shrugs, standing in the empty stall, the carhop with 
               the trays and Debbie watching. There's a low rumbling sound 
               and the girls turn as John's deuce coupe glides into the 
               stall next to them. Terry shuffles toward John's car, a 
               defeated man.

               Terry leans against John's car and John looks out the window 
               at him.

                                     JOHN
                         What's wrong, Toad? You lose the car 
                         again?

                                     TERRY
                              (softly)
                         No... Steve took it.

                                     WOLFMAN (V.O.)
                         It's a shame, Baby. I'll tell yuh... 
                         Got to take it easy when you're 
                         drivin' that car of yours. You got 
                         to cruise easy, baby. Don't be doin' 
                         any accidents or anything on me.

               And the radio plays "Cryin' in the Chapel."

               John smiles and gets out of the car. He goes and opens his 
               hood, making a last-minute check on something. Terry sits 
               down gently on a curb by John. Debbie has been talking with 
               some other boys. Eventually she wanders up slowly and looks 
               at Terry. He looks up at her, then away, disgraced and 
               embarrassed. She sits down by him and they're silent.

                                     DEBBIE
                         You know, I had a pretty good time 
                         tonight.

                                     TERRY
                         Oh come on, you're just--

                                     DEBBIE
                         No, no, really. I really had a good 
                         time. I mean, you picked me up and 
                         we got some hard stuff and saw a 
                         hold-up, and then we went to the 
                         Canal, you got your car stolen, and 
                         then I got to watch you gettin' sick, 
                         and then you got in this really 
                         bitchin' fight... I really had a 
                         good time.

               Terry looks at her, starting to regain a little cool.

                                     TERRY
                         You think so? Yeah--well I guess I 
                         have pretty much fun every night.

                                     DEBBIE
                         Anyway if you're not doing anything 
                         tomorrow night, why don't you come 
                         over?

                                     TERRY
                         Yeah--well, I might be busy, you 
                         know. But we could--well, I got a 
                         little Vespa I just play around with.

                                     DEBBIE
                         Really? Why that's almost a 
                         motorcycle. And I just love 
                         motorcycles.

               He feels his swollen lip and she touches it. Then she leans 
               over and kisses him.

                                     DEBBIE
                         I got to go.

                                     TERRY
                         Ow.

                                     DEBBIE
                         Goodnight.

                                     TERRY
                         See ya.

               She smiles, walks off, swinging her purse. She looks over 
               her shoulder and smiles. He smiles back.

               OUTSIDE RADIO STATION--CITROEN

               The little Citroen bumps along a lonely dirt road, winding 
               its way through dark peach orchards and wizened grape 
               vineyards. Curt watches the deserted landscape when suddenly, 
               the radio increases in volume and he turns it down. Then it 
               begins to roar and distort eerily as the signal becomes more 
               powerful. Then Curt sees it.

               He stops the car and gets out. He stands looking at an 
               isolated white frame house hitting in the moonlight. Curt 
               looks up at a spidery radio antenna that rises toward the 
               stars, its black wires humming in the stillness.

               Curt starts up the gravel walk to the door. Under the glare 
               of a naked spotlight, he sees a small intercom which plays 
               soft Rock and Roll. He hesitates, then pushes a buzzer. He 
               pushes it again and finally a voice comes over the intercom.

                                     VOICE (V.O.)
                         Yeah, who is it?

                                     CURT
                         It's--I want to talk to the Wolfman.

                                     VOICE
                         The Wolfman ain't here.

                                     CURT
                         I know, but I got to get in touch 
                         with him. I got something to give 
                         him before--

                                     VOICE
                         We don't take no deliveries after 
                         eight. Come back tomorrow.

                                     CURT
                         No, I can't. I want to ask him 
                         something that--

                                     VOICE
                         Dedications by phone is Diamond 75044. 
                         Wolfman Top 40 is Box 13, Chula Vista. 
                         Wolfman Sweatshirts is Wolf 
                         Enterprises, Bakersfield. 'Bye.

                                     CURT
                         Listen, I got a right to talk to 
                         him. I listened to him every night 
                         for as long--for twelve years almost. 
                         I know him and it's personal and 
                         it'll only take a minute and I bet 
                         Wolfman would be upset if he knew a 
                         friend couldn't get in touch with--

               A buzzer interrupts him and the door opens an inch. Curt 
               pushes it open slowly--no one is there. A little scared, he 
               goes inside and closes the door.

               INSIDE RADIO STATION

               Curt walks slowly down a dark eerie corridor, passing 
               strangely lit rooms with electronic generators, humming 
               dynamos and glassed-off booths filled with flashing electronic 
               apparatus.

               Curt goes through this other-worldly maze until he comes to 
               a small, dimly lit control booth. A figure inside is barely 
               visible through the reflections in the double glass windows. 
               The figure turns and walks up to the window. Curt backs off 
               a bit. A face stares at him--long hair greased in a ducktail, 
               a short chinbeard. Then he speaks, his voice filtering 
               strangely through a hidden speaker.

                                     MANAGER
                         What do you want?

               Through the window, Curt can be seen but no sound is heard.

                                     MANAGER
                         Pull the red switch.

                                     CURT
                         I'm looking for a girl.

                                     MANAGER
                         Aren't we all. She ain't here. Come 
                         on back to the booth.

               Curt walks around through a few more glass doors and ends up 
               in the booth with the manager.

               The manager sits down and leans back, turning a fan to blow 
               on his large chest. He's a large, friendly looking man; he 
               wears a Hawaiian shirt. He sucks on a popsicle. Curt stands 
               awkwardly.

                                     MANAGER
                         Hey, have a popsicle. The ice box 
                         just broke down and they're meltin' 
                         all over the place. You want one?

                                     CURT
                         No. Thanks. Listen, ah...

                                     MANAGER
                         Have a popsicle.

                                     CURT
                         Are you the Wolfman?

                                     MANAGER
                         No, man. I'm not the Wolfman.

               The manager leans forward and picks up a spool of tape. He 
               holds it up as a magician would for audience inspection, 
               then puts it on a machine. A record is about to end. As it 
               does the manager punches some buttons and the record segues 
               into a Wolfman howl and then the distinctive Wolfman voice 
               takes over. The manager adjusts the monitor volume down and 
               sucks his popsicle.

                                     WOLFMAN (V.O.)
                         Who is this on the Wolfman's 
                         telephone?

                                     DIANE (V.O.)
                         Diane.

                                     WOLFMAN
                         How're you doin', Diane?

                                     DIANE
                         All right.

               The station manager smiles at Curt, who is watching the tape 
               and blinking lights of the large console.

                                     MANAGER
                         That's the Wolfman.

                                     CURT
                         He's on tape. The man is on tape.

                                     WOLFMAN (V.O.)
                         Do you love me? Say you love me, 
                         Diane.

                                     CURT
                         Well, ah--where does he work? I mean, 
                         where is the Wolfman now?

                                     MANAGER
                         The Wolfman is everywhere.

                                     CURT
                         But I got to give him this note.

                                     MANAGER
                              (taking it from Curt)
                         Here, let me see the note.
                              (he reads it)
                         Hell, that's just a dedication. All 
                         I gotta do is relay it. And it'll be 
                         on the air tomorrow, or Tuesday at 
                         the latest.

                                     CURT
                         No, no. See, this is very important. 
                         I may be leaving town tomorrow, and 
                         it's very important that I--damn it, 
                         that I reach this girl right now.

                                     MANAGER
                         You don't know whether you're gonna 
                         leave town or not?

                                     CURT
                         Well, I'm supposed to go to college 
                         back East tomorrow. And I don't know 
                         if I'm gonna go.

                                     MANAGER
                         Wait a minute. Have a popsicle.

                                     CURT
                         No, thank you.

                                     MANAGER
                         Sit down a minute.

               Curt sits down, undecided about leaving and upset about not 
               being able to get in touch with the lovely creature he saw 
               earlier that night.

                                     MANAGER
                         Listen, it's early in the morning. 
                         Now, I can't really talk for the 
                         Wolfman. But I think if he was here 
                         he'd tell you to get your ass in 
                         gear. Now, no offense to your home 
                         town here, but this place ain't 
                         exactly the hub of the universe, if 
                         you know what I mean. And well--I'll 
                         tell you this much--the Wolfman does 
                         come in here now and then, with tapes, 
                         to check up on me, you know, and 
                         when I hear the stories he got about 
                         the places he goes. Hell, here I sit 
                         while there's a big beautiful world 
                         out there, don't ya know. Wolfman 
                         comes in last time talking about 
                         some exotic jungle country, handing 
                         me cigars he says was rolled on the 
                         naked thighs of brown beauties. The 
                         Wolfman been everywhere and he seen 
                         everything. He got so many stories, 
                         so many memories. And here I sit 
                         sucking on popsicles.

               Curt looks at him a moment.

                                     CURT
                         Why don't you leave?

                                     MANAGER
                         Well, I'm no kid anymore. I been 
                         here a long time. And the Wolfman--
                         well, the Wolfman gave me my start 
                         and he's sorta become my life. I 
                         can't leave him now. Gotta be loyal 
                         to the Wolfman, you understand.

               Curt nods and stands. The manager swivels around and punches 
               some buttons, putting on a commercial.

               He turns back.

                                     MANAGER
                         I tell you what. If I can possibly 
                         do it tonight, I'll try to relay 
                         this dedication and get it on the 
                         air for you later on.

                                     CURT
                         That'd be great. Thanks. Really.

               He shakes the manager's hand, then wipes it on his pants.

                                     MANAGER
                         Sorry, sticky little mothers ain't 
                         they? Bye.

                                     CURT
                         'Bye.

               Curt goes out the door. He starts back out through the maze 
               of windows and electronic machines. Echoing throughout the 
               rooms, the Wolfman's raucous voice follows Curt. The Wolfman 
               howls and Curt turns.

               Through the maze of glass, shifting like prisms, he sees the 
               station manager sitting by the mike--howling! Then, he laughs 
               and howls again, starting to sing a song called "Bluebirds 
               on My Dingaling," pounding out the rhythm on the console.

                                     CURT
                         Wolfman...

               He backs away, leaving the Wolfman, who's on his feet now, 
               screaming out the end of the song, dancing by himself in the 
               little glass room, from which his voice radiates out through 
               the night and around the world...

               MEL'S DRIVE-IN

               John is working under the hood of the deuce coupe when Falfa's 
               Chevy drives into the parking lot. The radio is now blasting 
               "Heart and Soul." Terry moves over toward John's car. John 
               doesn't look up, although he is quite aware of Falfa's 
               entrance.

               Falfa slows down in front of John's car and revs his engine 
               again. John looks up--Laurie is in the car with Falfa. She 
               looks determined not to seem as scared as she really is.

                                     TERRY
                         Hey, John, let me go with you. Come 
                         on.

                                     JOHN
                         Naw, man. I can't take you when I'm 
                         racin' somebody.

                                     TERRY
                         Ah, come on. Just let me go. So I 
                         can watch. Or, I'll flag you, okay?

                                     JOHN
                         All right. Go ahead.

               Terry starts to climb into the car. John looks over at Falfa 
               in the rumbling Chevy.

                                     JOHN
                         Paradise Road.

               Falfa grins and gooses the Chevy, peeling out of Mel's Drive-
               in.

               CRUISING MAIN STREET--FALFA'S '55 CHEVY

               Falfa looks over at Laurie, who is watching the road 
               nervously.

                                     FALFA
                         All right now, where's this Paradise 
                         Road?

                                     LAURIE
                         You just follow this street straight 
                         out of town... Listen, if you're 
                         gonna race John Milner, you can let 
                         me out right when we get there.

                                     FALFA
                         Why don't you shut up, baby? You 
                         ain't said one word all night long. 
                         What a weird broad. But you're gonna 
                         appreciate me soon. You're gonna be 
                         hangin' on for mercy, when I get 
                         this sucker rollin'.

               He accelerates the Chevy, shifting up deftly. Laurie looks 
               scared now.

               CRUISING 10TH STREET--STEVE'S '58 CHEVY

               Steve is cruising along the almost deserted streets looking 
               for Laurie. A T-Roadster pulls up alongside and a guy shouts 
               at Steve.

                                     DALE
                         You heading out to Paradise Road?

                                     STEVE
                         Paradise Road, I'm not--

                                     DALE
                         Some guy named Falfa going up against 
                         Milner.

                                     STEVE
                         John's racing Falfa?

                                     DALE
                         Yeah. Figured something was up, saw 
                         them going out of town real cautious 
                         and then--

               But Steve is gone. Dale looks surprised as the Chevy roars 
               off toward Paradise Road.

               MEL'S DRIVE-IN--PRE-DAWN

               Curt pulls into the parking lot just as the neon sign goes 
               out. The last cars are leaving as the drive-in shutters up 
               for the night. Curt stops next to the lighted phone booth 
               and sits in his car, listening to the Wolfman.

                                     WOLFMAN (V.O.)
                         I got a dedication here that's for a 
                         friend of the Wolfman--a special 
                         friend of the Wolfman who's leaving 
                         town tomorrow and wants me to play 
                         the next song for a blonde young 
                         lady in a Thunderbird. A white T-
                         Bird, you understand? Now my friend's 
                         named Curt and he wants to talk to 
                         you out there, baby. So you meet him 
                         at Burger City, or phone Diamond 
                         3132. Now he's a friend of mine, you 
                         hear, and, little girl, you better 
                         call him, or the Wolfman gonna get 
                         you.

               The Wolfman howls and Curt smiles, leaning his chin on his 
               hand, looking around the dark drive-in, wondering about 
               tomorrow.

               PARADISE ROAD--DAWN

               John's '32 yellow deuce coupe and Falfa's black '55 Chevy 
               are waiting side by side on a long, straight country road, 
               their front wheels resting on a weather-beaten starting line. 
               The sky is getting lighter as the radio plays "Green Onions."

               There are about six to eight other cars parked off the road 
               to watch the race. Everything is quiet now, only the crickets 
               ignoring the solemnity of the scene, and still singing. Terry 
               jumps out of John's car, John hands him the flashlight and 
               he takes up a position in front of the two cars.

               John looks over at Falfa, who's arguing with Laurie.

                                     JOHN
                         Hey--Laurie, what in the hell are 
                         you doing in there? Is she gonna 
                         ride with you?

                                     LAURIE
                         Mind your own business, John.

                                     FALFA
                         Yeah, she's with me. You worry about 
                         yourself, man.

                                     TERRY
                         Everybody ready?

               John settles back in the driver's seat and positions his 
               hand on the gear-shift, which we see is wrapped with rags 
               because of the missing knob.

               Both drivers start revvin' their engines; the tension builds. 
               Terry looks nervous, the engines start to scream and Terry, 
               his hands shaking on the flashlight, manages to flash it on.

               Both cars roar off the starting line, tires smoking and 
               screaming. Terry has his hands over his head and is coughing 
               in a cloud of smoke as they pass. John beats Falfa off the 
               line.

               Out on the road, as they hit third gear, the cars are almost 
               neck and neck. Inside Falfa's car, Laurie looks scared to 
               death. Falfa looks insane as he tromps it.

               John hits fourth at about eighty-five. Falfa does likewise--
               but starts to fish-tail. Laurie closes her eyes, almost crying--
               Falfa regains control nervously.

               Falfa's engine is winding out incredibly and he begins to 
               get the edge on John. The cars rocket through the dawn light 
               along the flashing white line until suddenly Falfa's car 
               blows a tire, his front wheel slips off and the car shoots 
               off into a tomato field, hits an irrigation ditch and begins 
               flipping over wildly in a horrifying cloud of dust and smoke--

               John sees the Chevy leaving the road and screams to a halt, 
               swimming through an unbelievable U-turn and high tailing it 
               back to the crash site. He is out of the car like a bullet, 
               running across the dirty cloddy field. The crash car is 
               beginning to burn in the engine compartment and John is 
               panicked.

               Meanwhile, the spectators have arrived, including Steve, who 
               jumps from his car and is running across the field.

               Steve and John arrive at the fire at approximately the same 
               time. They stop, the flames are getting higher, burning up 
               into the trees now. Steve looks around wildly--he sees John 
               and goes at him.

                                     STEVE
                         You stupid sonofabitch, she was in 
                         that car! Why did you have--

               He takes a couple of swings at John, who finally manages to 
               tackle him around the waist. They both get up looking at the 
               flaming wreckage. Then John moves around the side, crouching, 
               trying to see past the flames--suddenly, he stands and motions 
               to Steve to come over. They both circle the wreck.

               Around behind the flaming car Falfa is standing in a state 
               of shock watching the car go up in smoke, while Laurie is 
               circling him, screaming and beating him with her purse.

                                     LAURIE
                         I said I didn't--you lousy greasy 
                         jerk! You coulda killed me--what's 
                         wrong with you. You clubfoot...

               She beats at him, crying hysterically. Steve runs over and 
               grabs her, pulling her away. She fights at Steve, too, not 
               knowing what's going on.

                                     LAURIE
                         No, no, no. Please, don't come near 
                         me. No, please. I think I'm gonna be 
                         sick. Oh, Steven.

                                     STEVE
                         Laurie, please.

               Standing in the early light, Steve holds her. She throws her 
               arms around him as the crowd develops along the irrigation 
               ditch to watch the flaming car.

                                     LAURIE
                         Oh, Steven! Oh, Steven, please, don't 
                         leave me. Don't leave me, Steven.

                                     STEVE
                         I won't.

                                     LAURIE
                         I couldn't bear it.

                                     STEVE
                         I won't.

                                     LAURIE
                         Please.

                                     STEVE
                         Believe me.

               John looks at Falfa who's shaking his head, watching the car 
               dissolve.

                                     JOHN
                         Come on, before she blows.

               He pulls him off by the neck of the shirt and when they're a 
               few yards off, Falfa's '55 Chevy does blow--exploding like a 
               small A-bomb, blowing it into Modesto history.

               Back on the road, John is heading toward his car, its engine 
               still running, its door open. Terry runs up, trotting 
               alongside John like a puppy.

                                     TERRY
                         Jeez, did you show him! He'll probably 
                         never even get in a car again.

                                     JOHN
                         He was faster.

                                     TERRY
                         It was beautiful, John. Just beauti--
                         what?

               John stops by the open door of the deuce coupe. Terry stares 
               at him and squints against the rising sun.

                                     JOHN
                         I was losin', man.

                                     TERRY
                         What?

                                     JOHN
                         He had me, man. He was pullin' away 
                         from me just before he crashed.

                                     TERRY
                         You're crazy.

                                     JOHN
                         You saw it.

                                     TERRY
                         No, you creamed him, from right off 
                         the line. The guy never had a chance.

                                     JOHN
                         Shit, Toad. The man had me. He was 
                         beating me.

                                     TERRY
                         John, I don't know what you're talking 
                         about. It was the most beautiful 
                         thing I've ever seen. That guy, he 
                         might as well get a wheelchair and 
                         roll himself home. Man, you got... 
                         you got the bitchinist car in the 
                         Valley. You'll always be number one, 
                         John. You're the greatest.

               John nods, then looks up at Terry. His face is glowing, his 
               glasses are smashed and his lip is swollen. John smiles.

                                     JOHN
                         Look at your glasses, man.
                              (shaking his head)
                         Okay, Toad. We'll take 'em all.

                                     TERRY
                              (grinning)
                         Right.

                                     JOHN
                         We'll take em... let's get out of 
                         here.

               John climbs in the car. Terry yawns and shakes his head.

                                     TERRY
                         Jesus, what a night.

               He climbs in too, and the deuce coupe drives off slowly as 
               the sun rises over the ploughed fields and on the radio we 
               hear "Only You."

               MEL'S DRIVE-IN-DAWN-CITROEN

               Curt sleeps in the little car as the sky grows lighter over 
               the empty parking lot. The phone is ringing in the booth. It 
               continues to ring. Finally Curt becomes aware of it and opens 
               his eyes. It takes him a moment to remember. Then, panicked, 
               he jumps from the car and rushes to the booth.

                                     CURT
                         Hello, hello, hello!

               A soft sexy female voice is on the other end of the line.

                                     VOICE (V.O.)
                         Curt?

                                     CURT
                         Yeah... this is Curt, who is this?

                                     VOICE
                         Who were you expecting?

                                     CURT
                         Do you drive a white T-Bird?

                                     VOICE
                         A white '56. I saw you on Third 
                         Street.

                                     CURT
                         You know me.

                                     VOICE
                         Of course!

                                     CURT
                         Who are you? How do you know me?

                                     VOICE
                         It's not important.

                                     CURT
                              (excitedly)
                         It's important to me. You're the 
                         most perfect, beautiful creature 
                         I've ever seen and I don't know 
                         anything about you. Could we meet 
                         someplace?

                                     VOICE
                         I cruise Third Street every night. 
                         Maybe I'll see you again tonight.

                                     CURT
                         No... I don't think so.

                                     VOICE
                         Why?

                                     CURT
                         I'm leaving... in a couple of hours. 
                         Where are you from?

                                     VOICE
                         Curt...

                                     CURT
                         What's your name? At least tell me 
                         your name?

                                     VOICE
                         Goodbye, Curt.

                                     CURT
                         Wait a second! Wait a second!

               But there's a click as she hangs up. Curt looks at the phone 
               a moment, then also hangs up. From the car radio, he hears 
               the Wolfman making kissing noises.

                                     WOLFMAN (V.O.)
                         Little kiss on your ear. Good night, 
                         sweetheart. I'll see you later.

               And then the Spaniels duh-duh-duh-duh-duh into "Goodnight 
               Sweetheart."

               AIRPORT DAY

               A DC-3 prop airliner is warming up its engines as it waits 
               to take off from a small country airport. There aren't too 
               many people around. Just Curt and his friends and family 
               seeing him off. Curt stands with a kindly-looking couple in 
               their fifties. He hugs his mother and shakes hands with his 
               dad.

               Then, Curt moves to his friends. He shakes Steve's hand.

                                     STEVE
                         Good luck.

                                     CURT
                         Yeah, same to you. And I better see 
                         you there next year.

                                     STEVE
                         Oh yeah, I'll be there.

                                     CURT
                         Sure.

               Curt hugs his sister. Laurie holds on to him for a moment.

                                     CURT
                         See ya later.

                                     LAURIE
                         'Bye 'bye, Curt.

               Curt goes to Terry and John.

                                     CURT
                         So long, guys.

                                     TERRY
                         Well, stay cool, man.

                                     CURT
                         Yeah.

                                     TERRY
                         Ah--don't do anything I wouldn't do.

               Curt smiles at Terry, who has a bandage on his forehead. 
               Curt looks at John and they don't seem to know what to say. 
               Finally, John gives Curt a little slap on the cheek.

                                     CURT
                         I'll see ya, buddy.

                                     JOHN
                         I know, you probably think you're a 
                         big shot, goin' off like this--but 
                         you're still a punk.

                                     CURT
                         Okay, John. So long.

               He walks toward the plane and they all wave. He looks around 
               as he goes up the steps carrying a small bag and a portable 
               radio. The stewardess smiles as he passes her. Above the 
               door of the plane it reads RADAR EQUIPPED. Curt looks back 
               again, then goes inside. The plane takes off down the runway 
               and then climbs up into the sky.

               INSIDE THE PLANE

               Curt listens to the radio as the plane takes off. It's playing 
               "Goodnight Sweetheart." As the plane climbs and banks over 
               the valley, the music fades and the station drifts between 
               static and other stations...and then it's gone. Curt turns 
               off the radio and looks out the window.

               As the plane banks, through the window Curt sees the white 
               Thunderbird crossing beneath on the small grey ribbon of 
               highway. Curt watches it. Then the plane's shadow ripples 
               over the car and it, too, is gone.

               THE BLUE SKY

               As the plane flies off against the blue sky we see cameos of 
               Curt and his friends:

               John Milner was killed by a drunk driver in December 1964. 
               Terry Fields was reported missing in action near An Loc in 
               December 1965.
               Steve Bolander is an insurance agent in Modesto, California. 
               Curt Henderson is a writer living in Canada.

                                         THE END