FOR EDUCATIONAL USE ONLY















                                      UNTITLED


























                Cameron Crowe
                December, 1998







                                        UNTITLED

         1     FADE IN                                                       1

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

         2     EXT. PACIFIC OCEAN -- DAY                                     2

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

         3     EXT. NEIGHBORHOOD SHOPPING CENTER - DAY                       3

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

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

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

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

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

               TITLE: 1969

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

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

         5     INT. KITCHEN -- DAY                                           5

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

                                     WILLIAM
                         - so Livia -

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

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

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

                                     ANITA'S VOICE
                         Hey Mom!  I already ate.

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

         6     INT. LIVING ROOM -- DAY                                       6

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

                                     ELAINE
                         You sure?  I'm making soy cutlets.

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

                                     ANITA
                         I'm fine.  Already ate.

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

                                     ELAINE
                         Wait.  You've been kissing.

                                     ANITA
                             (too quickly)
                         No I haven't.

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

                                     ANITA
                         No I haven't.

                                     ELAINE
                         Yes you have.  I can tell.

                                     ANITA
                             (boldly)
                         You can't tell.

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

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

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

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

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

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

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

                                     ANITA
                         Simon and Garfunkel is poetry!

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

               CLOSE ON BOOKENDS ALBUM COVER

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

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

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

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

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

                                     ELAINE
                         That was an experiment.  But I
                         understand -

                                     ANITA
                         What else are you going to ban?

                                     ELAINE
                         Honey, you want to rebel against
                         knowledge.

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

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

               These are the words that sting Mom most.

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

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

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

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

                                     WILLIAM
                         Mom --

                                     ELAINE
                         Everything I say is wrong.

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

                                     WILLIAM
                         I don't hate her.

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

               William looks vaguely confused.

                                     ELAINE
                         Sweetheart, don't be a drama queen.

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

                                     ANITA
                         Feck  you!  All of you!

                                     ELAINE
                         Hey!

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

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

                                     WILLIAM
                         I think she said "feck."

                                     ELAINE
                             (sputtering)
                         What's the difference?

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

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

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

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

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

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

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

         9     INT. JUNIOR HIGH LOCKER ROOM -- DAY                           9

                                     VOICE
                             (louder)
                         Are you really in our grade?

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

                                     WILLIAM
                         Yeah.

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

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

                                     GUY # 1
                         How old are you man?

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

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

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

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

                                     GUY # 2
                         Yeah.  Where are your pubes?

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

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

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

         10    INT. FAMILY CAR -- DAY                                        10

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

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

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

                                     WILLIAM
                         We got our annuals today --

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

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

                                     ELAINE
                         Enjoy it while you can.

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

                                     ANITA
                         Mom.  It's time.

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

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

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

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

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

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

                                     WILLIAM
                         They do?

                                     ELAINE
                         What's a "Narc?"

                                     ANITA
                              (bleeding for her brother)
                         A Narcotics Officer!

                                     ELAINE
                         Well what's wrong with that?

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

               Their silence is eloquent.

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

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

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

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

                                     ELAINE
                             (that one hurts)
                         He never asked.

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

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

                                     ANITA
                         You put too much pressure on him!

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

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

                                     WILLIAM
                         ... am I?

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

                                     WILLIAM
                              (horrified, voice crackling)
                         ELEVEN?

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

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

                                     WILLIAM
                             (still in shock)
                         E - leven.

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

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

                                     ANITA
                         You've robbed him of an adolescence!

                                     ELAINE
                         Adolescence is a marketing tool.

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

                                     WILLIAM
                         Okay!

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

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

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

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

                                     ANITA
                         What about me?

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

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

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

         11    INT. WILLIAM'S BEDROOM -- DAY                                 11

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

         12    INT. LIVING ROOM - DAY                                        12

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

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

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

         13    EXT. FRONT LAWN -- DAY                                        13

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

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

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

                                     ELAINE
                         How can she leave such a loving family?

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

                                     ANITA
                         One day you'll be cool.

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

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

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

                                     ELAINE
                         She'll be back.

               In the distance we hear the whoop of her daughter.

                                     ANITA
                         YEAHHHHH-HOOOOOOOO.

                                     ELAINE
                         Maybe not soon...

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

         14    INT. DARRYL'S CAR - DAY                                       14

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

         15    INT. BEDROOOM -- NIGHT                                        15

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

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

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

               TITLE:  1973

               DETAIL SHOT OF NOTEBOOK

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

         16    INT. JOURNALISM CLASS -- DAY                                  16

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

         17    EXT. FOOD MACHINES - DAY                                      17

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

         18    EXT. LUNCH COURT -- DAY                                       18

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

               CLOSE ON PHOTOS IN MAGAZINE

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

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

         19    EXT. PARKING LOT - DAY                                        19

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

               HIGH-SCHOOL MARQUEE

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

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

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

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

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

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

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

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

                                     BANGS
                         Found it!!

         21    EXT. RADIO STATION -- DAY                                     21

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

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

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

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

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

                                     BANGS
                         What are you like the star of your
                         school?

                                     WILLIAM
                         They hate me.

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

               The kid nods, they walk.

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

                                     WILLIAM
                         I did?

                                     BANGS
                         Oh yeah.  It's over.

                                     WILLIAM
                         Over?

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

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

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

                                     BANGS
                         What do you type on?

                                     WILLIAM
                         Smith-Corona Galaxis Deluxe.

                                     BANGS
                         You like the new Lou Reed?

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

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

                                     WILLIAM
                             (standing his ground)
                         If you like Lou.

                                     BANGS
                         Take drugs?

                                     WILLIAM
                         No.

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

                                     WILLIAM
                         Me too.  The writing part...

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

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

                                     WILLIAM
                         Okay.  See you.

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

               WIDE SHOT - SOLITUDE

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

         23    INT. DINER -- DAY                                             23

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

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

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

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

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

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

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

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

               The kid leans forward as Lester finds the right word.

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

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

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

                                     WILLIAM
                             (attempting cool)
                         An assignment.

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

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

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

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

         24    INT. FAMILY CAR -- NIGHT                                      24

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

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

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

                                     WILLIAM
                         You can drop me off here.

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

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

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

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

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

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

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

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

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

                                     HAPPY CONCERT GOERS
                         Don't take drugs!!

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

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

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

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

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

                                     SCOTTY
                         Not on the list.

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

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

               The magazine hangs in mid-air.

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

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

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

               Slam.  Lock.

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

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

                                     ESTRELLA
                         Who are you with?

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

                                     ESTRELLA
                         No, who are you with?  What band?

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

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

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

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

                                     PENNY LANE
                         Not a "what"?

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

               The two girls are deeply insulted by the word.

                                     ESTRELLA
                         Ohhh!

                                     WILLIAM
                         Sorry, I -

                                     PENNY LANE
                         We.  Are not.  "Groupies."

               Estrella indicates Penny with great reverence.

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

                                     WILLIAM
                         -- sorry.

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

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

                                     ESTRELLA
                         She used to run a school for Band Aids.

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

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

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

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

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

                                     WILLIAM
                         Right.  Right.

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

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

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

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

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

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

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

                                     WILLIAM
                         William.

               Silent beat.  His name lands like a thud.

                                     POLEXIA
                         Here comes Sabbath!

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

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

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

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

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

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

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

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

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

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

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

               BAM -- THE BACKSTAGE DOOR OPENS

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

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

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

                                     SCOTTY
                         Oh no.  Not this one --

                                     SAPPHIRE
                             (off William)
                         Who brought Opie?

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

                                     PENNY
                         He's with us.

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

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

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

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

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

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

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

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

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

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

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

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

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

                                     JEFF
                         The enemy!  A rock writer!

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

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

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

                                     WILLIAM
                         Okay.  Okay.  I could do that.

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

                                     LARRY
                             (in background)
                         That was Rolling Stone.

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

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

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

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

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

                                     JEFF
                         Yeah, come back here!!  Keep going!

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

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

                                     SCOTTY
                         Not this one.

                                     RUSSELL
                         He's with us.

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

               Russel craves the confrontation and moves forward closer to
               Scotty.

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

         27    INT. BACKSTAGE HALLWAY -- NIGHT                               27

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

                                     RUSSELL
                         Red Dog!

                                     RED DOG
                         We're playing here tomorrow night.

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

               Russel clamps an arm around Red Dog's neck.

                                     RUSSELL
                         How're the guys?

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

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

         28    INT. DRESSING ROOM -- NIGHT                                   28

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

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

                                     JEFF
                         Some money would be nice.

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

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

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

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

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

                                     JEFF
                         And the chicks are great.

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

                                     WILLIAM
                             (elegantly)
                         The buzz?

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

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

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

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

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

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

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

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

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

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

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

                                     WILLIAM
                         Yeah.

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

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

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

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

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

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

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

                                     PENNY LANE
                         I found you a pass.

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

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

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

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

                                     WILLIAM
                         Eighteen.

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

                                     WILLIAM
                         Seventeen.

                                     PENNY LANE
                         Me too.

                                     WILLIAM
                         Actually I'm 16.

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

                                     WILLIAM
                             (confesses)
                         I'm 15.

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

                                     WILLIAM
                             (immediately)
                         No.

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

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

                                     PENNY LANE
                         It's a long story.

                                     WILLIAM
                             (quick study)
                         Right.  Right.

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

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

                                     RUSSELL
                         The Enemy!

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

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

                                     WILLIAM
                         Russell, this is Penny Lane.

                                     PENNY LANE
                             (stepping into view)
                         Pleasure.

                                     RUSSELL
                         Penny Lane?  Like the song, right?

                                     PENNY LANE
                         Have we met?

               THEY SHAKE

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

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

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

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

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

         30    INT. BACKSTAGE -- NIGHT                                       30

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

                                     RUSSELL
                         - get in the huddle.

               Russell pulls William into the band's huddle.

               SHOT LOOKING UP AT THEM

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

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

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

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

         31    EXT. BACKSTAGE -- NIGHT -- LATER                              31

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

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

                                     WILLIAM
                         "The Riot House?"

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

                                     WILLIAM
                             (attempting cool)
                         Right.  Right.

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

                                     DICK
                         Let's blow this burg!

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

                                     WILLIAM
                         Got it.

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

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

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

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

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

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

                                     WILLIAM
                         PENNY!

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

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

                                     PENNY LANE
                         I think I've heard of it.

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

                                     PENNY LANE
                         I get the gist.

                                     WILLIAM
                         How well do you guys know each other?

               She smiles privately.

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

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

         32    EXT. SPORTS ARENA -- NIGHT                                    32

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

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

                                     WILLIAM
                         I think I live in a different world.

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

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

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

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

                                     WILLIAM
                         Yes.

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

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

                                     WILLIAM
                         Okay.

                                     PENNY
                         It's all happening.

                                     WILLIAM
                         It's all happening.

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

                                                                  FADE OUT:

               FADE IN:

         33    ON TAPE RECORDER                                              33

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

               INT. WILLIAM'S BEDROOM - DAY

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

                                     WILLIAM
                         Hey Darryl.

                                     DARRYL
                         Hey.

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

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

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

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

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

                                     DARRYL
                         We flew the friendly skies -

                                     WILLIAM
                         Okay -

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

                                     WILLIAM
                         No.

                                     DARRYL
                         You seem cooler.

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

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

                                     WILLIAM
                         A little might not be enough.

                                     DARRYL
                         She still freaks me out.

                                     WILLIAM
                             (nods, an old issue)
                         Yeah -

                                     DARRYL
                         She's famous.

                                     WILLIAM
                         Listen -

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

                                     WILLIAM
                         Cool.  Alright.

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

                                     DARRYL
                         Okay, man.

                                     WILLIAM
                         Okay, man.

         34    INT. LIVING ROOM -- EVENING                                   34

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

                                     ELAINE
                         I worry about the drunk drivers.

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

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

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

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

                                     WILLIAM
                         I thought it was pretty good.

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

                                     WILLIAM
                         I will call you if anyone
                         anywhere gets drunk.

                                     ELAINE
                         Good.

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

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

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

                                     WILLIAM
                         Mom?

                                     ELAINE
                         Yeah -

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

                                     ELAINE
                         Oh... okay.

                                     WILLIAM
                         I-love-you-bye.

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

         35    EXT. WILLIAM'S HOUSE -- NIGHT                                 35

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

         36    EXT. SUNSET BOULEVARD -- LATER NIGHT                          36

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

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

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

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

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

                                     WILLIAM
                         What is it with you and Russell?

         37    EXT. SUNSET BOULEVARD -- NIGHT                                37

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

         38    INT. HYATT HOUSE LOBBY -- NIGHT                               38

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

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

                                     ROADIE # 1
                         Penny Lane!!

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

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

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

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

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

                                     ROADIE # 3
                         Again?

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

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

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

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

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

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

                                     PENNY
                         Please.  I throw the little ones back.

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

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

                                     WILLIAM
                         Polexia!

                                     POLEXIA
                         Opie!!!

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

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

                                     PENNY
                         Ric is a Zeppelin fan.

                                     WILLIAM
                         Yeah, I picked that up.

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

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

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

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

               Ric rushes back to the elevators.

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

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

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

                                     WILLIAM
                         Harry Houdini, please.

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

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

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

                                     PENNY LANE
                         Okay.  Time to put on the lampshade.

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

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

                                     RUSSELL/OTHERS
                         PENNY!!  PENNY LANE!!

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

                                     RUSSELL
                             (impressed to see him)
                         Alright.

                                     WILLIAM
                             (happy to be there)
                         Alright.

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

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

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

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

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

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

               Russell moves towards Penny.

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

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

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

               ON PENNY

                                     PENNY
                         I need ice!

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

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

                                     WILLIAM
                         Not on me.

                                     POLEXIA
                         Do you smoke?

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

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

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

                                     WILLIAM
                         I'd be someone else.

                                     POLEXIA
                         Yeah.  Good point.

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

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

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

         41    INT. ICE ROOM -- NIGHT                                        41

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

                                     PENNY
                             (with real indignation)
                         How does it end?

                                     RUSSELL
                         What?

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

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

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

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

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

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

                                     PENNY
                             (quietly)
                         Damn.

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

                                     RUSSELL
                         Come to Arizona.

                                     PENNY
                         Never.

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

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

         42    INT. HALLWAY -- NIGHT                                         42

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

         43    INT. ROLLING STONE MAGAZINE -- DAY                            43

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

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

                                     BEN FONG-TORRES
                         William Miller?

                                                                  INTERCUT:

               INT. WILLIAM'S BEDROOM -- DAY

               William is on the phone in his own small room.

                                     WILLIAM
                         This is he.

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

               William instantly, nervously alters his voice to sound older.

                                     WILLIAM
                         Yes it is.

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

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

                                     BEN
                         You should be writing for us.  Any
                         ideas?

                                     WILLIAM
                             (voice now to deep)
                         How about Stillwater?

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

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

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

                                     WILLIAM
                             (affecting casualness)
                         Sounds good.

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

               The kid's eyes widen.

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

                                     WILLIAM
                             (deeply)
                         Yes.

                                     BEN
                         What college --

               INT. ELAINE'S HOUSE -- CONTINUOUS

               Elaine now gets on the extension.

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

               She hangs up.

               INT. WILLIAM'S BEDROOM -- CONTINUOUS

               The kid is paralyzed.

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

                                     WILLIAM
                         Crazy.

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

         44    INT. LESTER BANGS HOME -- LATE NIGHT                          44

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

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

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

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

               The kid listens intently, and makes notes.

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

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

                                     LESTER BANGS
                         Now.  What are you listening to?

         45    EXT. TEACHER'S LOUNGE -- DAY                                  45

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

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

               Mrs. Deegan appears in the doorway.

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

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

         47    INT. LIVING ROOM -- LATE AFTERNOON                            47

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

                                     ELAINE
                         Whatever it is, the answer is no.

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

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

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

               Carefully gauging Elaine's face, the teacher continues.

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

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

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

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

                                     DARRYL
                         Moral support.

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

                                     ELAINE
                         What's involved?

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

                                     ELAINE
                         Is it time for me to say something?

                                     MRS. DEEGAN
                         Sure.

                                     ELAINE
                         No.

                                     MRS. DEEGAN
                         And in anticipation of that response -

                                     ELAINE
                         No.

                                     MRS. DEEGAN
                         -- William has prepared --

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

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

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

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

                                     DARRYL
                         He's got no friends!!

                                     WILLIAM
                         Darryl.  Please.

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

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

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

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

                                     ELAINE
                         This is going to be hell.

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

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

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

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

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

                         ELAINE                        WILLIAM
                 When is it going to start -   Soon.

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

                                                               DISSOLVE TO:

         48    SUN MOVING SLOWLY ACROSS THE SKY                              48

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

         49    INT. LIVING ROOM -- AFTERNOON                                 49

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

         50    EXT. HOME - AFTERNOON                                         50

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

         51    INT. LIVING ROOM -- AFTERNOON                                 51

               Mom listens fitfully.  The song continues.

                                                               DISSOLVE TO:

         52    EXT. HOUSE -- STILL LATER AFTERNOON                           52

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

         53    INT. LIVING ROOM - LATER AFTERNOON                            53

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