"THE 40 YEAR-OLD VIRGIN"

                                            by

                               Judd Apatow and Steve Carell

                

               ESTABLISHING SHOT

               EXT. APARTMENT COMPLEX - MORNING

               We reveal a nondescript apartment complex in North Hollywood 
               California. It is not nice or ugly. It looks like every other 
               pleasant-looking apartment complex in the valley.

               INT. APARTMENT - MORNING

               ANDY STITZER, a boyish looking forty year old man, is asleep. 
               His clock radio goes off. It is playing oldies, which now 
               consists of rock 'n' roll from the mid eighties.

               MUSIC UP: "Heat Of the Moment" by Asia.

               Andy sits up in bed. Not happy, not unhappy, just another 
               day.

               INT. LIVING ROOM - MORNING

               Andy is doing his morning workout. He is doing bench presses. 
               He lifts an enormous amount of weight. His face is very kind, 
               and vulnerable, almost emotionless, but his body is ripped.

               On a book shelf Andy has an impressive array of action figures 
               and comic books, all in their original packaging. None of 
               his vintage toys have been opened.

               EXT. APARTMENT BUILDING - MORNING

               Andy steps out of his apartment and unlocks his bicycle. His 
               neighbors, JOE and SARA, in their mid-eighties, wave to him 
               as he pedals off.

               EXT. STREET - MORNING

               Andy, dressed in khaki slacks and a white dress shirt, rides 
               his bicycle to work.

               ESTABLISHING SHOT

               EXT. CIRCUIT CITY - MORNING

               Andy rides his bike into the parking lot of a mini-mall. The 
               mini-mall consists of a dozen stores on two stories. There 
               is a Barnes and Noble book store, a Daily Grill restaurant, 
               a nail salon, a children's gym and a video store, but the 
               centerpiece is an enormous Circuit City.

               INT. CIRCUIT CITY

               Andy walks inside. He says hello to people as he heads toward 
               the stock room. Everyone politely says hello back but it is 
               clear he has no close relationships here.

               He takes his place at a desk which is in an opening between 
               the showroom and the stock room. People come to him with 
               their receipts to get their items pulled from the stock room 
               and delivered to their cars.

               INT. CIRCUIT CITY - LATER

               Andy is stamping a female CUSTOMER'S receipt. PUNJAB, an 
               Indian salesman, is standing nearby.

                                     PUNJAB
                         It has been an honor doing business 
                         with you. Enjoy your new television. 
                         Watch River Runs Through It, it looks 
                         amazing on this thing.

                                     ANDY
                         Cal will you please help this woman 
                         bring her stereo to her car.

               CAL, a pudgy twenty two year-old white man walks out of the 
               stock room.

                                     CAL
                              (not meaning it)
                         I'd love to.

               He picks up the ccstomer's television and walks with the 
               woman to her car.

               INT. CIRCUIT CITY

               Andy is walking across the showroom floor, headed for the 
               bathroom. He is stopped by JAY, a tall, handsome 25 year-old 
               salesman, who is working a 40 year-old black female customer.

                                     JAY
                         Andy knows all about this stuff. 
                         What is the main reason a flat-screen 
                         is better than a rear-projection?

                                     ANDY
                         The viewing angle is far better on a 
                         flat-screen. Due to the liquid crystal 
                         display, you can watch it from any 
                         part of the room, and it's a much 
                         better resolution.

                                     JAY
                         So sure, you'll save a couple bucks 
                         with rear-projection, but you have 
                         more than two people over, they're 
                         gonna have to sit on your lap to 
                         watch TV. But maybe you like that!

               The woman laughs.

               Andy keeps walking. A very attractive young woman steps in 
               his path. He looks terrified.

                                     ATTRACTIVE WOMAN
                         Could you help me?

                                     ANDY
                         No.

                                     ATTRACTIVE WOMAN
                         But you work here.

                                     ANDY
                         Yes. I'm not a salesman. I stamp 
                         invoices.

                                     ATTRACTIVE WOMAN
                         I just have a quick question about 
                         CD players.

                                     ANDY
                              (quickly)
                         Punjab or Abujay will be happy to 
                         help you. They're very nice. I'm on 
                         a bathroom break

               DAVID, a young, shorter salesman quickly runs up to the woman.

                                     DAVID
                         May I help you?

                                     ATTRACTIVE WOMAN
                         Are you Punjab?

               Punjab walks over.

                                     PUNJAB
                         I am Punjab. I am here to serve you.

                                     DAVID
                         I was talking to her

                                     PUNJAB
                         I am Punjab, I am here to serve you.

               Andy keeps walking. David and Punjab get into it.

               INT. BATHROOM

               Andy breathes deeply, recovering from the interaction with 
               this pretty woman.

               INT. CIRCUIT CITY - LATER

               Andy is at his post. David, Jay, and Cal are a few feet away, 
               having a conversation.

                                     CAL
                         What about Andy?

                                     JAY
                         He doesn't have any money

                                     DAVID
                         Well, we can't play poker without at 
                         least four guys.

                                     JAY
                         All right. But he's gotta bring at 
                         least 50 bucks, or it's not worth 
                         it.
                              (to Andy)
                         Hey Andy, are you busy tonight?

               Andy is taken aback at the question. Although hers friendly 
               with them, they never invite him out to social engagements.

                                     ANDY
                         Do we have to break down the Sony 
                         truck?

                                     DAVID
                         No, we're gonna play poker. You wanna 
                         play poker?

                                     ANDY
                         Uh, yeah, sure, that'd be cool.

                                     JAY
                         You know how to play?

                                     ANDY
                         I play online.

                                     DAVID
                         Well it's just like that, except 
                         with real people.

                                     ANDY
                              (trying to be hip)
                         So, uh, where's this going down?

                                     DAVID
                         My house. I'll get you the address.

                                     ANDY
                         Cool, very cool. Should I bring some 
                         stogies? Some liquor?

                                     DAVID
                         Could you stop off at Boston Market 
                         and pick us up some chicken? Three 
                         extra crispy, one original, two with 
                         fries, and two with mashed potatoes, 
                         extra gravy. Each one with corn on 
                         the cob.

                                     ANDY
                         Okay.

                                     DAVID
                         I'm just fucking with you.

                                     ANDY
                         I know. You think I'll pick up you 
                         losers chicken? I'll see you guys at 
                         the game... but do you need food?

                                     DAVID
                         No.

                                     JAY
                         I hope he has money.

               INT. DAVID'S APARTMENT - MIDNIGHT

               The four are playing poker. Most of the chips are in front 
               of Andy, who is a little too dressed up for this event.

                                     JAY
                         How much fuckin' online poker do you 
                         play?

                                     ANDY
                         Just an hour or two a night. When 
                         I'm not on Sims.

                                                                    CUT TO:

               INT. DAVID'S APARTMENT - LATER

                                     DAVID
                              (throws down ONE chip)
                         Well, Andy, at least I feel like 
                         I've gotten to know you better, since 
                         you spent the last three hours fucking 
                         me in the ass.

               They all laugh.

                                     ANDY
                              (giggling)
                         I didn't fuck you in the ass. Guys, 
                         this has been fun. Give me a call 
                         anytime, I'm wide open.

                                     CAL
                         You know what a gentleman does after 
                         he beats other gentleman? He takes 
                         them out for liquor.

                                     ANDY
                         I'm game.

                                     JAY
                         I have to get out of here. I'm meeting 
                         Ellen.

                                     CAL
                         A little late night action.

                                     DAVID
                         So you just go to her place at night 
                         and bone her and leave? And she has 
                         no problem with that?

                                     JAY
                         No, she loves it.

                                     DAVID
                         How come I can't get one of those?

                                     JAY
                         Do you really want me to explain it 
                         to you? Because I will.

                                     DAVID
                         Shut up.

                                     JAY
                         This girl is the best. She will do 
                         anything. There is no filter between 
                         what she wants and doing it. 
                         Everything is on the table. She-is-
                         game.

                                     ANDY
                         Sign me up for that. I'm in!

                                     CAL
                         I have got to get laid. It's been 
                         too long.

                                     JAY
                         How long?

                                     CAL
                         Like four months.

                                     DAVID
                         Who was the last one?

                                     CAL
                         Jill. She was awesome. She had these 
                         huge titties. Oh, I used to love to 
                         bite them. I didn't even want to 
                         have sex, I could bite those titties 
                         all night.

                                     DAVID
                         What happened to her?

                                     CAL
                         She was an asshole. She was mean. 
                         She was a miserable person, but I so 
                         regret breaking up with her.

                                     DAVID
                         Why did you break up with her?

                                     CAL
                         I felt like we were in different 
                         places in our lives.

                                     JAY
                         Yeah, you were in this place where 
                         you were having trouble getting a 
                         job and she was in this place where 
                         she hated your fat ass!

                                     CAL
                         Basically. I miss those titties.

                                     ANDY
                         Titties are the best.

                                     DAVID
                         I had this girlfriend, she loved the 
                         fellatio. Anvwhere we went, she would 
                         want to do it

                                     CAL
                         Why didn't you marry her?

                                     DAVID
                         We went to see Ace Ventura: Pet 
                         Detective. And she's going for it, 
                         and the guy who worked there saw us, 
                         but he didn't stop it, he just 
                         watched. It was so gross. And then I 
                         couldn't finish...

                                     JAY
                         Wait a second, was that Ace one or 
                         Ace two?

                                     DAVID
                         It was the first one.

                                     JAY
                         This story is over ten years old You 
                         don't have a sex story that happened 
                         in this millennium.

                                     DAVID
                         Fuck you.

                                     CAL
                         That is lame.

                                     ANDY
                         Ah, unbelievable. So lame.

                                     DAVID
                         Then you give us a good sex story, 
                         Andy.

               Andy is stopped in his tracks.

                                     ANDY
                         I don't kiss and tell.

                                     JAY
                         Come on, give us a good, dirty one. 
                         The dirtiest thing you've ever done.

                                     ANDY
                         I can't. I'm a gentleman.

                                     CAL
                         Give me a break. You're a freak. I 
                         can tell.

                                     DAVID
                         Lay one on us.

                                     ANDY
                              (after a breath)
                         Ok... well... I went with this girl, 
                         she loved having sex. She was so 
                         into it. We would have sex and she'd 
                         be screaming, "I love it." It was so 
                         dirty. We had sex in every room in 
                         the house. The bathroom. It was like 
                         you guys were saying. She wanted to 
                         do it on the kitchen table. I came 
                         home and she was on the kitchen table 
                         naked 'cause she just wanted me to 
                         nail her...

                                     DAVID
                         And did you nail her?

                                     ANDY
                         I nailed her so bad. We were swinging 
                         from the chandelier. She was crazy. 
                         It was never enough with her. Never 
                         enough.

                                     JAY
                         What was her name?

                                     ANDY
                         Tan-dra. Man it was so crazy

                                     CAL
                         Sounds crazy.

                                     ANDY
                         I am embarrassed to even talk about 
                         it. God, I was really into it, too. 
                         It was so much fun.

                                     DAVID
                         Did you like to talk during sex?

                                     ANDY
                         She was talking the whole time. I 
                         was hitting it big time. Just hitting 
                         it. She could barely walk the next 
                         day. Me so horny.

               They all laugh, and look at each other, realizing Andy is 
               full of shit.

                                     JAY
                         So you really used to do her?

                                     ANDY
                         Oh, I did her so bad.

                                     JAY
                         What were her tits like?

                                     ANDY
                         They were good. Good tits.

                                     CAL
                         Her nipples?

                                     ANDY
                         Yeah. Nipples.

                                     DAVID
                         What were they like?

                                     ANDY
                         They were good ones.

                                     JAY
                         Give us some details. Were they long 
                         nips? Flat nips? Dark areolas? Were 
                         they big silver dollar nips?

                                     ANDY
                         They were like a dollar. Like ten 
                         dollars.

                                     DAVID
                         What?

                                     CAL
                         Huh?

                                     ANDY
                         Like ten times a night.

                                     DAVID
                         Ten times.

                                     ANDY
                         Maybe twenty.

                                     JAY
                         Do you last a long time?

                                     ANDY
                         Oh yeah.

                                     CAL
                         How long?

                                     ANDY
                         An hour.

                                     DAVID
                         Of screwing.

                                     ANDY
                         Yeah. Sometimes a little less.

                                     JAY
                         So ten times would take at least ten 
                         hours. Do you rest in between?

                                     ANDY
                         No. I don't need to.

                                     DAVID
                         You start right up

                                     ANDY
                         Why not. Why waste time?

                                     CAL
                         So sex with you could take a whole 
                         day.

                                     ANDY
                         Yeah. More even.

                                     DAVID
                         Do you use protection?

                                     ANDY
                         Sometimes. I don't really need to.

                                     CAL
                         Do you use a rubber, or a sponge?

                                     ANDY
                         I always use a sponge. Sometimes two 
                         at a time. What do you guys use?

                                     ALL
                         Sponge.

                                     JAY
                         Did you get a lot of back door action?

                                     DAVID
                         Come on, that's enough.

                                     ANDY
                         That's cool. We did back door. Side 
                         door. We were doing all the doors.
                              (joking)
                         And a couple of windows.

                                     JAY
                         You have no idea what we're talking 
                         about.

                                     ANDY
                         Sure I do.

                                     JAY
                              (laughing)
                         Oh my God.

                                     ANDY
                         What?

                                     JAY
                         You're a fucking virgin

                                     ANDY
                         What? Shut up. Yeah, okay. Tell Tandra 
                         that. If I'm a virgin Tandra's a 
                         virgin, too.

                                     JAY
                         You are.

                                     ANDY
                         Not since I was ten, my friend.

                                     JAY
                         Unbelievable.

                                     ANDY
                         Ha. That's funny. This is fun. When 
                         did you guys lose your virginity?

                                     JAY
                         No, no, no. You've never popped your 
                         cherry.

                                     DAVID
                         Leave him alone.

                                     JAY
                         What?

                                     DAVID
                         Don't be mean.

                                     JAY
                         I'm not being mean. He's a virgin. I 
                         want to help him. I want to get him 
                         laid.

                                     CAL
                         Yes. Let's get Andy laid.

                                     ANDY
                         Come on guys. Very funny

                                     JAY
                         I am gonna make it my mission to get 
                         you laid.

                                     DAVID
                         Be cool.

                                     JAY
                         I am gonna be Andy's best friend I'm 
                         Andy's pimp. We're gonna change your 
                         life.

                                                                    CUT TO:

               INT. ANDY'S APARTMENT

               He is pacing around furiously. It looks like he is talking 
               to his unwrapped action figures.

                                     ANDY
                         They know, they know, they know. 
                         They'll forget by tomorrow. They 
                         were just screwing around.
                              (beat)
                         Oh no! Dammit. Oh no. Oh no.

               INT. CIRCUIT CITY - NEXT DAY

               Andy walks in, hoping nobody remembers

                                     ANDY
                         Good morning, David

                                     DAVID
                         Morning, Andy.

                                     ANDY
                         Good morning, Cal.

                                     CAL
                         Good morning.

               He sees Jay. Oh no.

                                     ANDY
                         Jay.

                                     JAY
                         Morning, Andy.

               Andy smiles. They forgot. It is in the past. Haziz walks up 
               to Andy.

                                     ANDY
                         Morning, Haziz.

                                     HAZIZ
                         We've got to get you some pussy.
                              (turns to female 
                              salesman)
                         This boy needs to get laid.

                                     ANDY
                         Good morning, Debra

               Andy runs to the stockroom, and closes the door, and breathes 
               deeply, almost hyperventilating. Jay walks in.

                                     JAY
                         Tonight, after work, you're coming 
                         out with us. And it's gonna happen.

               He exits. Andy is white as a ghost.

                                                                    CUT TO:

               EXT. STREET - DAY

               Andy is running down the street at full speed. We see David 
               is chasing him. He finally catches up to him on the median 
               strip of Ventura Blvd.

                                     DAVID
                         Andy, stop. Just talk to me. You're 
                         gonna get killed out here.

               They sit on the center divider.

                                     ANDY
                         I don't want to go out with you guys.

                                     DAVID
                         Just relax, you don't have to do 
                         anything.

                                     ANDY
                         I'm busy tonight. I have plans.

                                     DAVID
                         You don't have to go out with us 
                         tonight if you don't want to.

                                     ANDY
                         I'm forty years old, you can't tell 
                         me what to do.

                                     DAVID
                         Andy. Just relax

                                     ANDY
                         This is bullshit. This is total 
                         bullshit, man.

                                     DAVID
                         I'm sorry.

                                     ANDY
                         You've invaded my privacy. This isn't 
                         funny. It's my life. I'm fine. My 
                         life is fine.

                                     DAVID
                         Okay. It's fine. We just thought, 
                         maybe you needed a little push.

                                     ANDY
                         I don't need a push. You ever think 
                         that some people find sex sacred? 
                         It's not a game. This is a choice.

                                     DAVID
                         To be a virgin. I'm sorry. I didn't 
                         realize you were so religious.

                                     ANDY
                         Well, I am. Okay I'm not. But it's 
                         my own personal choice.

                                     DAVID
                         Okay, but why would you make that 
                         choice?

               Andy starts crying, his mouth is open in a silent scream, 
               but no noise comes out.

                                     DAVID
                         Breathe Andy, breathe.

                                     ANDY
                         There's more to life than sex. I 
                         don't need sex. Why is that so 
                         important to everyone? What's the 
                         big deal?

                                     DAVID
                         If you're happy with the way your 
                         life is, then fine, but you have to 
                         ask yourself, are you happy? Don't 
                         you ever wonder if there's something 
                         more out there?

                                     ANDY
                         I lead a pretty full life.

               QUICK FLASHES OF ANDY'S LIFE

               -- Working out.

               -- Buying action figures.

               -- Building an elaborate model.

               -- Going to sleep. The clock says 9:15 PM.

               BACK TO SCENE

                                     ANDY
                         What am I missing?

                                     DAVID
                         I don't know. You're not just missing 
                         out on sex, you're missing out on 
                         relationships. How often do you even 
                         leave your apartment? What about 
                         friends and love and taking chances? 
                         And most of all, you're missing out 
                         on sex. What are you crazy, that's 
                         the best thing on earth. You can't 
                         live your entire life and not 
                         experience that. Hiding from that is 
                         shutting you down from everything 
                         else.

                                     ANDY
                         You know, we've been working together 
                         for three years, and I think this is 
                         the first time we've ever had a 
                         conversation that lasted longer than 
                         fifteen seconds.

                                     DAVID
                         See, good things are happening 
                         already.

                                     ANDY
                         So what can I do?

                                     DAVID
                         Come out with us tonight. No pressure. 
                         We'll just have some fun.

                                     ANDY
                         I don't want to have sex with anyone 
                         tonight.

                                     DAVID
                         Don't worry. You won't have sex with 
                         anyone tonight.

               EXT. CITY STREET - DAY

               Andy is walking home. Everything he sees seems sexual. It is 
               as if he has seen all of this for his entire life but never 
               noticed it before.

               He sees --

               A normal looking middle aged WOMAN walking down the street. 
               He looks away as if she is pure sex.

               A gorgeous eighteen year old GIRL with no bra and a low cut 
               Tshirt.

               He turns away and tries to hide at a newsstand. He looks 
               down.

               QUICK CUTS -- every cover is of a gorgeous, busty woman. He 
               walks away and stops at a bus stop, just wanting to get home. 
               The bus pulls up and on the side of it is a billboard of a 
               perfume ad with a naked man and a naked woman. We only see 
               their bodies, no faces. It could not be dirtier.

               Andy panics and starts running down the street. As he runs 
               the bus pulls out and is driving at the same rate of speed 
               as Andy. He can not escape this dirty billboard no matter 
               how fast he runs. Finally the bus stops at the next light 
               and he loses it, but immediately a new bus drives parallel 
               to him with an even dirtier billboard of a couple, bodies 
               naked and intertwined, clearly doing something he's never 
               done.

               Andy cuts right and starts running through a neighborhood. 
               He cuts through houses and lawns. He sees two DOGS having 
               furious sex on a lawn. He cuts into the woods and runs and 
               runs.

               INT. ANDY'S APARTMENT

               Andy runs in and closes the door. He lies down on his bed 
               and turns on the TV. He channel surfs. Every commercial and 
               program has something filthy on it.

               -- A soap opera with people kissing.

               -- A commercial for Viagra.

               -- Paris Hilton almost naked on Entertainment Tonight.

               -- Teenagers making out on MTV.

               -- A dirty rap video with tons of barely dressed women and a 
               ripped rapper.

               He shuts the TV and closes his eyes as tightly as humanly 
               possible.

               Suddenly we hear the sounds of his elderly neighbors laughing, 
               then having very loud sex. The wall behind Andy bangs and 
               shakes. Then stops. Then bangs and shakes even louder.

               Andy runs into the bathroom.

               INT. BATHROOM - CONTINUOUS

               Andy turns on the water, flushes the toilet, puts his fingers 
               in his ears and closes his eyes.

                                     ANDY
                              (to himself)
                         Everything's gonna be ok. Everything 
                         is gonna be ok.

               INT. BAR - NIGHT

               Jay, David, and Cal are talking to an overdressed Andy.

                                     JAY
                         David told me to be sensitive, so I 
                         am going to be sensitive with you. 
                         It is important that you lose your 
                         virginity, you are forty years old. 
                         Enough is enough. This is a hump you 
                         just need to get over. Are you ready 
                         to try?

                                     ANDY
                         David said I didn't have to have sex 
                         tonight.

                                     JAY
                         David was wrong. You do.

                                     DAVID
                         Come on, Jay.

                                     ANDY
                         Tonight? No.

                                     JAY
                         Yes, tonight. What's the difference 
                         between tonight and any other night?

                                     ANDY
                         Ok, I'll try, but

                                     CAL
                         It's easy. Just do what I do. Only 
                         hit on drunk chicks.

                                     ANDY
                         I can't take advantage of someone 
                         when they're drunk.

                                     CAL
                         It's not taking advantage of them. 
                         People drink so that they have an 
                         excuse to do the things they really 
                         want to do.

                                     DAVID
                         That's why I drink... and smoke pot...

                                     ANDY
                         I don't know. This doesn't feel right.

                                     JAY
                         Yes, you do know. You've got to get 
                         this behind you. And it all starts 
                         now.

                                                                    CUT TO:

               INT. BAR - LATER

               Andy. Jay, David and Cal are huddled. Jay hands Andy a beer.

                                     JAY
                         Just walk up to a woman, but if she's 
                         not drunk, just move on. It's not 
                         worth wasting your time.

               Andy walks around the bar, scoping out women.

               ANGLE ON

               A table filled with pretty, young women.

                                     WOMAN #1
                         I just need to get laid tonight. 
                         It's as simple as that.

                                     WOMAN #2
                         You've been working so hard at work, 
                         you deserve to just have some fun. 
                         You never do anything wild.

                                     WOMAN #1
                         Tonight I'm going wild. The first 
                         nice guy that even talks to me, I'm 
                         gonna take him home and rock his 
                         world.

                                     WOMAN #2
                         You go, girl.

               Andy walks up to the table.

                                     ANDY
                         Good evening, ladies.

                                     LADIES
                         Good evening. Hi.

               The other woman move off so Woman #1 can talk to Andy. They 
               give her the eye like 'this is the one."

                                     ANDY
                         How are you doing tonight?

                                     WOMAN #1
                         Great. And you?

                                     ANDY
                         Never better. Can I buy you a few 
                         drinks?

                                     WOMAN #1
                         I'm not really much of a drinker. 
                         But why don't you sit down?

                                     ANDY
                         No thanks. It was nice to meet you 
                         though. Have a good night.

               He walks away. She doesn't understand what just happened.

                                     ANDY
                              (to David)
                         She wasn't drunk. Man, this is gonna 
                         be hard.

                                                                    CUT TO:

               INT. BAR - LATER

               CLOSE UP: ANDY

                                     ANDY
                         I like what I do, I just don't know 
                         if managing a stock room is what I 
                         dreamed of doing when I was in high 
                         school.

               We pull out and reveal that he is talking to a DRUNK WOMAN 
               who is passed out, face down on the bar.

               David walks over.

                                     DAVID
                              (looks at the girl)
                         That's drunk.

                                     ANDY
                         Oh, ok.

                                     DAVID
                         Come hang out with us. We're partying 
                         with these girls who are having a 
                         bachelorette party.

                                     ANDY
                         Are men allowed at those?

                                     DAVID
                         Shut up. Come on.

               As Andy walks away, he turns to the drunk woman.

                                     ANDY
                         It was nice talking to you. Have a 
                         good night.

               INT. BAR - LATER

               The guys are hanging out with eight drunk women, who are 
               throwing their friend JILL a bachelorette party. The table 
               is littered with empty glasses and filthy adult novelty items.

               Jay is playing with one of the vibrators. He talks into it 
               like it is a phone.

                                     JAY
                         Mr. President. We have a situation 
                         in the erection room.

               Everyone is laughing hysterically. Cal has edible underwear 
               on his face and he is eating through it.

                                     CAL
                         It tastes like chicken.

               They are laughing so hard, as only drunken people can laugh 
               at semi-humorous jokes.

                                     DAVID
                         This guy will eat underwear that's 
                         not even edible.

               They laugh. Andy puts a huge fake penis on his head, trying 
               to join in on the fun.

                                     ANDY
                         Hey, look at me. I have a huge penis 
                         on my head.

               They give him a look and a little chuckle, then go back to 
               their business.

                                                                    CUT TO:

               INT. BAR - LATER

               It is a little quieter now. Everyone is a little drunk, except 
               Andy who holds the same beer which he has not taken a sip 
               out of. Andy is talking to a pretty blonde, NICKY.

                                     NICKY
                              (drunk)
                         The guy Robin's marrying, Jimmy, is 
                         such a good guy. I hated him for two 
                         years cause he cheated on this other 
                         friend of mine. But he's really 
                         changed. He's a good guy now.

                                     ANDY
                         That's good that she's marrying a 
                         good guy.

                                     NICKY
                         She deserves it. We all do. We've 
                         all been friends since we were six. 
                         Isn't that sick?

                                     ANDY
                         That's nice to have good friends 
                         you've known for a long time.

                                     NICKY
                         You have kind eyes.

                                     ANDY
                         Thank you. You have --

               She kisses him hard on the mouth. Lots of tongue. When it 
               ends, Andy looks like he doesn't know where he is.

                                     NICKY
                         This is getting lame. Let's get out 
                         of here.

               Before Andy can say anything, she pulls him up and is walking 
               him towards the exit. Andy looks back at his friends, who 
               are so excited that they are high fiving and giving him the 
               thumbs up.

               EXT. BAR

               ANDY and NICKY are getting into NICKY's car.

                                     NICKY
                         Are you drunk?

                                     ANDY
                         No, not really.

                                     NICK
                         Blow into this.

               NICKY holds up a rubber hose that is somehow attached to the 
               dashboard.

                                     ANDY
                              (not understanding)
                         ...Sure, OK.

               ANDY blows into the rubber tube. NICKY puts the keys in the 
               ignition and starts the car.

                                     NICKY
                         Thanks!

               Off of ANDY'S confused look we cut to:

               INT. CAR

               NICKY is driving.

                                     NICKY
                              (mid-conversation)
                         ...He's like, "You are such a B-I-T-
                         C-H," pardon my French, and I'm like, 
                         "shut up, you loser." "I hate your 
                         guts." "I hate your fucking guts." 
                         Pardon my French. You know what I 
                         mean? God, I hate people who are 
                         stupid assholes. They are such 
                         assholes. You know?

                                     ANDY
                         Yeah, I hate that. Ass...

                                     NICKY
                         Who's your name again?

               NICKY is clearly drunk.

                                     ANDY
                         Andy.

                                     NICKY
                         Andy, let me tell you something. 
                         Don't ever be named Dan. Because Dan 
                         is a jerk name.

                                     ANDY
                         Okay.

                                     NICKY
                         I am Total Cereal. Dan is a bad person 
                         name. Dan rhymes with man and men 
                         jerk off, and he was a jerk off. You 
                         know what I mean?

                                     ANDY
                         I think so.

               NICKY'S driving becomes increasingly erratic.

                                     ANDY
                              (noticeably 
                              uncomfortable)
                         So where do you live?

                                     NICKY
                         Not with jerk-o. No fuckin' way. 
                         baby. I did my time. He's someone 
                         else's problem now... Do you think 
                         I'm pretty?

               She turns to ask the question and runs through a red light. 
               Two cars narrowly avoid a crash.

               ANDY is quickly appreciating the danger of this situation.

                                     ANDY
                              (reaction to near 
                              miss)
                         Oh, God. Yes. Crap.

                                     NICKY
                         Look at me. You're not looking at 
                         me. Come on. Look at my face. Do you 
                         think I am pretty?

               NICKY is looking at ANDY. Her eyes don't even glance at the 
               road. ANDY'S eyes are glued to the road, filled with abject 
               terror.

                                     NICKY
                              (screaming)
                         LOOK AT ME!

                                     ANDY
                              (screaming)
                         YOU'RE PRETTY. YOU'RE SO PRETTY. I 
                         WANT TO LIVE.

                                     NICKY
                         Thank you. You know if you men would 
                         just offer up a nice compliment like 
                         that every once in a while, there 
                         would be no poverty.

               ANDY looks puzzled.

                                     NICKY
                         You're cute. Kiss my mouth.

               ANDY doesn't move.

                                     NICKY
                         Get over here.

               NICKY forcefully pulls him to her.

               ANDY is now practically sitting on NICKY'S lap. He looks 
               down the road, she looks at him.

                                     NICKY
                         I like you. You're not a jag...

               She pauses to vomit a little in her mouth.

                                     NICKY
                         Off.

               NICKY kisses him.

                                     ANDY
                         Maybe I should drive.

                                     NICKY
                              (playfully)
                         You don't know where I live.

                                     ANDY
                         You could tell me.

                                     NICKY
                         Hey, that's awfully forward of you.

               NICKY begins tonguing ANDY'S ear.

                                     ANDY
                              (laughing)
                         That tickles!

               ANDY is now trying to help NICKY steer the car. She is 
               giggling while tonguing, he alternates between laughter and 
               paralyzing fear as the car narrowly avoids striking 
               pedestrians, other cars, trees etc.

               Finally, NICKY looks up.

                                     NICKY
                              (casually)
                         Oh, this is me.

               NICKY pulls the steering wheel hard and the car does a 
               complete 360 and comes screeching to a halt between two parked 
               cars, in front of a nondescript apartment building.

                                     NICKY
                         We're here.

               NICKY looks deep into ANDY'S eyes.

                                     NICKY
                         My Mom's staying over tonight, so 
                         let's just do it here.

               NICKY starts to take off her shirt.

                                     ANDY
                         Maybe I should be moseying home.

               NICKY starts to cry. She then abruptly begins to laugh. Then 
               she vomits on ANDY.

                                     NICKY
                         I am so sorry. I think I ate some 
                         bad shellfish sandwich.

               NICKY continues to take off her clothes and kiss Andy.

                                     NICKY
                         Hurry up, then we can get breakfast.

               ANDY is clearly repulsed and traumatized.

                                     ANDY
                         I really need to get going.

               We see that NICKY has vomit on her cheek.

                                     NICKY
                         Ok, fine, your loss.

                                     ANDY
                         I'm just gonna go, I think. Thank 
                         you. I had a really nice time.

                                     NICKY
                         I'll give you a lift.

               NICKY puts the car in drive and smashes into the parked car 
               three feet in front. The second car hits a fire hydrant which 
               then blasts water through the open window of a nearby 
               apartment.

                                     NICKY
                         Oh my God! I can't believe that I 
                         smashed my neighbor's car, and that 
                         his car ran over the fire hydrant, 
                         and that the fire hydrant ruined the 
                         inside of that apartment... not again. 
                         You have to switch places with me.

                                     ANDY
                         What?

                                     NICKY
                         If this goes on my record, I'll lose 
                         my licence, I won't be able to get 
                         to work, I'll lose my job.

               NICKY starts to cry again.

                                     NICKY
                         Please... PLEASE! PLEASE... Mr. "Not 
                         Dan Guy."

               In the distance, we hear sirens and see the glow of flashing 
               lights.

                                     NICKY
                         Just change seats with me. Please, 
                         "Not Dan Guy."

                                     ANDY
                         I don't want to get into trouble.

                                     NICKY
                         YOU won't "Not Dan," you won't. Do 
                         you have a record?

                                     ANDY
                         No...

                                     NICKY
                         Then you'll be fine, believe me, I 
                         know how this works. They'll act all 
                         serious and scary, and then they'll 
                         let you off with a warning.
                              (beat)
                         And don't act suspicious, there's a 
                         gun under your seat. It's my ex's.

               They quickly switch seats. A POLICE OFFICER leans his head 
               into the car.

                                     ANDY
                         Good evening, Officer.

                                     POLICE OFFICER
                         Everyone alright here?

                                     NICKY
                         He was driving the car. He said he 
                         was fine to drive.
                              (to Andy)
                         Liar!

               Off of Andy's shocked look we...

                                                                    CUT TO:

               INT. HOLDING CELL - NIGHT

               The cell is small and is packed with at least thirty hardcore-
               looking criminals. We hear them cursing at each other. It 
               sounds like a gang fight is about to explode. The camera 
               pans across the faces and finally finds Andy, looking 
               terrified and slightly bruised.

               INT. CIRCUIT CITY - MORNING

               Andy is in a rage as he complains to David, Jay and Cal -- 
               who can't stop laughing.

                                     ANDY
                         It's not funny.

                                     DAVID
                         If it wasn't you, you would admit it 
                         was funny.

                                     ANDY
                         You know why it happened? Karma. You 
                         don't hit on drunk girls. It's not 
                         right.

                                     CAL
                         It's so right.

                                     ANDY
                         There's got to be a better way that 
                         works.

                                     CAL
                         I haven't found it.

                                     JAY
                         We didn't tell you to switch seats 
                         with her when the cops came.

                                     ANDY
                         I was trying to be a gentleman.

                                     DAVID
                         Why did you even let her drive in 
                         the first place?

                                     ANDY
                         Because I wasn't thinking straight. 
                         You got me so reved up about
                              (whispers)
                         having sex
                              (normal voice)
                         that I didn't use my brain.

                                     CAL
                         Sounds like you didn't use anything 
                         else. Did anything eventful happen?

                                     ANDY
                         She threw up on me.

               They explode with laughter.

                                     ANDY
                         Keep laughing, because this is over.

                                     JAY
                         Easy. No it's not. We just need a 
                         new approach.

                                     DAVID
                         How about... and I know this sounds 
                         crazy... we set him up with girls 
                         that haven't been drinking heavily?

                                     JAY
                         I don't know.

                                     ANDY
                         Well I do. I want to meet a nice 
                         girl. Maybe even someone I actually 
                         like. I am not an animal. I do not 
                         want to prey on people. I want to 
                         find someone who will like me for 
                         who I am.

                                     JAY
                         First of all I think that's a mistake. 
                         But if that's what you want, then we 
                         are gonna have to make some changes 
                         with you. Some real changes.

               MUSIC UP:

               MONTAGE OF ANDY GETTING A MAKEOVER

               INT. HAIR SALON - DAY

               Andy is getting a haircut. When he looks at his haircut, it 
               is meant to be short and a little European, but the coolness 
               of the haircut makes him look silly. The guys look at it and 
               smile. Andy looks happy with it.

               INT. HAIR WAXING STATION - DAY

               Andy lays on his stomach on a table. A WOMAN pours hot wax 
               on his back, lets it dry for a moment, then RIPS it off -- 
               leaving a huge strip of whiter-than-white skin in the middle 
               of his hairy back.

               QUICK CUTS

               -- She strips off several more hunks of hair from his back 
               and chest.

               -- We see tears of pain coming down Andy's face. This could 
               not hurt more.

               -- Finally Andy, red faced and miserable, stops her as she 
               is about to pull off a huge strip.

               He gets up and starts putting on his shirt. Only two thirds 
               of his body hair has been removed, and he looks insane.

               INT. CHESS KING MEN'S STORE - DAY

               Andy comes out of the dressing room wearing a Eurotrash shirt. 
               The guys like it. He is a new man.

                                                                    CUT TO:

               EXT. MINI MALL - DAY

               Jay, Andy and David are walking to get coffees.

                                     JAY
                         You look good.

                                     DAVID
                         Better than good. Oddly good.

                                     JAY
                         Now you need to learn how to talk to 
                         women.

                                     ANDY
                         I get nervous and I lock up. I never 
                         know what to say.

                                     JAY
                         The key is, you don't say anything. 
                         Make them talk.

                                     ANDY
                         How do you do that?

                                     JAY
                         Just ask them questions. Girls love 
                         talking. Let them.

                                     ANDY
                         What if they ask me a question?

                                     JAY
                         Then answer their question with a 
                         question.

                                     DAVID
                         It makes you seem mysterious. You 
                         talk too much about yourself, you 
                         look needy. Put them on the spot.

               They walk by Brentano's book store. There is a pretty BLONDE 
               in her mid-twenties putting books on a shelf.

                                     JAY
                         Go give it a test run.

               Andy hesitates. David pushes him. Andy relents.

               INT. BRENTANO'S - CONT.

               Andy walks inside and approaches the blonde woman. He looks 
               at her badge, which says BETH on it.

               She turns and sees Andy. He acts very confident.

                                     BETH
                         Can I help you?

                                     ANDY
                         I don't know. Can you?

               She smiles.

                                     BETH
                         Are you looking for something?

                                     ANDY
                         Is there something I should be looking 
                         for?

               She is instantly on the spot. For the first time, he actually 
               has the upper hand.

                                     BETH
                         We got a lot of great new books in. 
                         It depends on what you like?

                                     ANDY
                         What do you like?

                                     BETH
                         Me? I don't know.

                                     ANDY
                         Do you know?

                                     BETH
                         To tell you the truth, I don't read 
                         much. So I can recommend a book, but 
                         I would just be... bullshitting.

                                     ANDY
                         Thanks for not bullshitting me...?

                                     BETH
                         Beth. And what's your name?

                                     ANDY
                         It's Andrew.

                                     BETH
                         Don't tell on me, Andrew.

                                     ANDY
                         I won't. Unless you want to be told 
                         on?

               She smiles. He walks out, cock of the walk. His friends, who 
               have been listening, walk out after him.

               EXT. MINI MALL - MOMENTS LATER

                                     JAY
                         That was incredible.

                                     ANDY
                         It felt good, not having to talk 
                         much.

                                     DAVID
                         That's the key. Make them feel weird 
                         so you don't have to.

                                     JAY
                         You like her?

                                     ANDY
                         Yeah, but... she can't be the one.

                                     DAVID
                         Why not?

                                     ANDY
                         'Cause it will be bad with the first 
                         one. What if I want to... make her 
                         my girlfriend? She won't do that if 
                         it's... terrible.

                                     JAY
                         Now he wants a girlfriend? I like 
                         this. We're making some progress

               INT. ANDY'S HOME - DUSK

               Andy is cleaning up the already clean apartment when the 
               doorbell rings. He answers it. It is David.

                                     DAVID
                         It's on the staff list at work. What, 
                         you're not going to invite me in?

               Andy lets David in. David is carrying a plastic bag.

                                     DAVID
                         I just came by because I was thinking, 
                         it seems like you have kind of shut 
                         yourself down... sexually speaking, 
                         and I wanted to help you open yourself 
                         up again.

                                     ANDY
                         I don't know. I am not into that.

                                     DAVID
                         What? No. Are you serious?

                                     ANDY
                         What?

                                     DAVID
                         What did you mean?

                                     ANDY
                         Nothing.

                                     DAVID
                         I just brought some movies and stuff 
                         over that I though would help you... 
                         re-energize that side of yourself.

                                                                    CUT TO:

               They are watching TV. They both sit on the couch, but at far 
               opposite sides.

               ON THE TV

               The dirty scene from The Blue Lagoon.

                                     DAVID
                         This is good, huh?

               Andy looks really uncomfortable.

                                                                    CUT TO:

               ON THE TV

               The Brittany Spears "Slave" video.

               The Christina Aguilera "Dirty" video.

               Michael Douglas and Sharon Stone have sex in 'Basic Instinct.'

               Michael Douglas and Glenn Close have sex in 'Fatal 
               Attraction.'

               Michael Douglas and Demi Moore have sex in 'Disclosure.'

               ANGLE ON ANDY AND DAVID

                                     DAVID
                         This has got to be working for you. 
                         Do you feel the animal in you coming 
                         back to life? Is the bear waking up 
                         from his hibernation?

               Andy can't handle it anymore. He takes the tape out and hands 
               it to David.

                                     ANDY
                         I think you should go now. I am 
                         getting very uncomfortable.

                                     DAVID
                         Don't act like I am the weird one. 
                         This is how God created us. To be 
                         horny. You are denying his wishes.

                                     ANDY
                         I am not denying anything, I just 
                         think you should go now.

                                     DAVID
                         Andy, you are like all of these action 
                         figures you collect.

               He pulls a GI Joe off of the wall. It is in its original 
               box.

                                     DAVID
                         You are all sealed up, in the original 
                         packaging. You've never let your 
                         true self out.

               David opens up the box. Andy squeals.

                                     ANDY
                         You are not supposed to open that.

                                     DAVID
                         Yes you are, so you can play with 
                         it.

               David pulls GI Joe's pants down, revealing a smooth flat 
               crotch area.

                                     DAVID
                         Don't wind up like Joe here. You 
                         stay in the box too long and your 
                         dick falls off.

                                     ANDY
                         He never had a dick!

               David exits.

                                     DAVID
                         You did. Once. What happened?

               Andy closes the door on him. He paces around his house.

               FLASHBACK

               We see Andy as a TEENAGER. He lays on a bed as a gorgeous 
               young GIRL takes her top off and then jumps on him.

                                     GIRL
                         I can't believe you haven't done 
                         this yet. You are gonna love it.

               She stops and suddenly looks disappointed and a little 
               annoyed.

                                     GIRL
                         Jesus Andy, what's the matter with 
                         you?

                                     ANDY
                         Nothing, I just got excited. Wait, 
                         it'll happen again.

                                     GIRL
                         Not with me. I am not gonna have sex 
                         with someone who is done before I 
                         take my shirt off.

                                     ANDY
                         I'm sorry.

                                     GIRL
                         You should be. I was gonna fuck your 
                         brains out.

               PRESENT DAY

               Andy paces around. He realizes that David left some of his 
               tapes there. He puts one in.

               ON THE TV

               The film 9 1/2 Weeks.

               ANGLE ON ANDY

               It is clear what he is about to do.

               ANGLE ON THE TV

               The sex scene with all the food plays out.

               CLOSE UP OF ANDY'S FACE

               He smiles, totally relaxed and relieved.

                                                                    CUT TO:

               EXT. APARTMENT - NIGHT

               David is knocking on Andy's door. The door opens and Andy is 
               standing there looking like he just had the greatest orgasm 
               of his life. His face looks completely relaxed, he walks as 
               if he has no energy left in his body.

                                     DAVID
                              (looks at him)
                         My God, I have been gone for one 
                         minute. I just got to my car and 
                         realized I forgot some of my movies.

                                     ANDY
                         I'll get them for you.

                                     DAVID
                         No. You can keep them.

                                     ANDY
                         I'm sorry.

                                     DAVID
                         Nothing to be sorry about. Mission 
                         accomplished. You are alive!!!

               EXT. ALL STAR SPORTS BAR - PARKING LOT

               Andy, Jay, Cal and David are walking from their cars to the 
               restaurant. There is a huge banner hanging on the building 
               which says, "WELCOME SPEED DATERS."

                                     ANDY
                         Speed dating? I don't know.

                                     JAY
                         It's just like regular dating, but 
                         you eliminate all of the fat. The 
                         talking and the waiting for the lights 
                         to come on to see if she's good 
                         looking.

                                     DAVID
                         You get two minutes with each girl. 
                         You meet twenty girls in forty five 
                         minutes. It would take you a year to 
                         meet that many women.

                                     CAL
                         More like a decade.

               He laughs and lifts his hand for a high five. Nobody high 
               fives him.

                                     CAL
                         That wasn't so bad.

                                     ANDY
                         I'm scared. I don't do well under 
                         pressure.

                                     JAY
                         Just do what I told you to do. Ask 
                         them questions. Put them on the spot. 
                         You have a better chance of getting 
                         them to like you if they are feeling 
                         awkward and insecure about themselves.

                                     CAL
                         All I need is for one girl in twenty 
                         to dig me. I can work with these 
                         odds.

                                     DAVID
                         When it's over you tell them which 
                         girls you like, they tell you if any 
                         of those girls want to get to know 
                         you better. And if there are any 
                         matches you guys exchange phone 
                         numbers. Or emails. I'm not sure.

                                     ANDY
                         Do you think this will work?

                                     DAVID
                         Any girl who does this must be 
                         desperate, so we are in luck.

                                     ANDY
                              (to Jay)
                         Don't you have a girlfriend?

                                     JAY
                         Not today.

               INT. ALL STAR SPORTS BAR - MOMENTS LATER

               All of our guys are sitting at different tables. There are 
               twenty tables and a man and a woman sit at each table.

               BUZZER GOES OFF

               ON ANDY'S TABLE

               Andy is talking to a BITTER WOMAN.

                                     ANDY
                         Hi, my name is Andy. What's your 
                         name?

                                     BITTER WOMAN
                         My last boyfriend was a cheating 
                         asshole. I hope you're not like that.

                                     ANDY
                         I don't think I am.

                                     BITTER WOMAN
                         I am just sick of the bullshit.

                                     ANDY
                         I'm sick of the bullshit.

                                     BITTER WOMAN
                         Fucking men.

                                     ANDY
                         You are preaching to the converted.

               BUZZER GOES OFF

               All of the people move one table over, switching partners. 
               Andy looks over to his friends, terrified.

                                     CAL
                              (to Andy)
                         Isn't this awesome?!

                                     ANDY
                         NO!

               ON JAY'S TABLE

               Jay talks to a gorgeous BORING GIRL

                                     BORING GIRL
                         But I don't see myself as a model, I 
                         am much more creative than that. But 
                         I like to travel and it gives me 
                         time to focus on my writing. I am 
                         writing a book about modeling.

               JAY stares at her body.

                                     JAY
                         You are fascinating.

               She smiles.

               BUZZER

               ON CAL'S TABLE

               Cal is talking to an unattractive FIFTY YEAR OLD WOMAN who 
               looks like a butch lesbian. He looks miserable.

                                     BUTCH LESBIAN
                         So I said to myself, maybe I do like 
                         guys. How will I know if I don't 
                         ever give it a shot? Maybe it's not 
                         as gross as I thought it was.

               BUZZER

               ON DAVID'S TABLE

               David is talking to a BLACK WOMAN. For some reason he is 
               talking like a gangster.

                                     DAVID
                              (like a Wigger)
                         And I don't play that shit, dog. I'm 
                         all about the benjamins. Treating my 
                         woman real good. Giving her the sweet 
                         bling bling. I don't mess with no 
                         ho's either. No bitches for this 
                         player. I love ladies with a capitol 
                         Lizz-el. What up with you?

               When the black woman replies she speaks in a normal, educated 
               fashion.

                                     BLACK WOMAN
                         Well, I see what you are saying, and 
                         I appreciate your candor, but I have 
                         one question. What the fuck are you 
                         talking about?!

               BUZZER

               ON CAL'S TABLE

               Cal is talking to a VERY YOUNG WOMAN. They are getting along 
               great.

                                     CAL
                         You are so sweet. We should go out 
                         some time.

                                     VERY YOUNG GIRL
                         I would love to, but not on a school 
                         night. This is my junior year of 
                         high school and I need to keep my 
                         grades up if I want to get into a 
                         good college.

                                     CAL
                         How old are you?

                                     VERY YOUNG GIRL
                         Sixteen.
                              (whispers)
                         I snuck in here, but don't tell 
                         anyone.

               Cal thinks for a beat, then reluctantly gets up and gets one 
               of the people running the event.

                                     CAL
                         I'm sorry, but this young lady should 
                         go. She's sixteen.

                                     VERY YOUNG GIRL
                         What?!! What are you, a faggot?!

               She storms out. Cal looks bummed.

               BUZZER

               ON ANDY'S TABLE

               Andy is talking to a woman with tons of scary looking TATTOOS.

                                     ANDY
                         I find tattoos to be beautiful. I 
                         like art.

                                     TATTOO WOMAN
                         I guess you could say I am addicted. 
                         Guys like to kiss me, but they get 
                         really into kissing Satan.

               She reveals a tattoo of the devil on her upper chest.

                                                                    CUT TO:

               QUICK CUTS of Andy's short dates. Each one cut off by the 
               buzzer. There are transition shots of him changing tables

                                     GIRL
                         Do you like oral sex?

                                     ANDY
                         By oral do you mean... phone sex?

               Buzzer.

                                     ANDY
                         I guess I love Jesus. I don't not 
                         love him.

               Buzzer.

                                     ANDY
                         I think I am kind. I am not mean. 
                         Oh, you want me to be mean?

               Buzzer.

                                     ANDY
                         I think marijuana is fine. If you 
                         like it. I am not a regular smoker. 
                         I smoked it two times, about eleven 
                         years ago. Actually someone forced 
                         me to smoke it. By force.

               Buzzer.

                                     ANDY
                         No, I have not had sex with two girls 
                         at the same time. Not two.

               Buzzer.

                                     ANDY
                         I don't care if you have been to 
                         prison. As long as you learned your 
                         lesson.

               Buzzer. 

                                     ANDY
                         I like to cuddle. I think.

               Buzzer.

                                     ANDY
                         I went to college. Jr. college. I 
                         did not get a degree. There were no 
                         degrees. Actually it was a technical 
                         college. Technically it was an arts 
                         and crafts class at summer camp.

               Buzzer.

                                     ANDY
                         I never cheat on women. I am quite 
                         monogamous. To myself even.

               Buzzer.

                                     ANDY
                         Do I think I could love you? It's 
                         hard to know now...

               Buzzer.

                                     ANDY
                         Do I snore? I don't know. How would 
                         you know?

               Buzzer.

                                     ANDY
                         I like riding bikes. I ride my bike 
                         to work.
                              (beat)
                         I don't have a car.

               The woman gets up and leaves.

                                     ANDY
                              (genuinely concerned)
                         Are you okay?

               Buzzer.

                                     ANDY
                         How much do I have in the bank? Are 
                         you allowed to ask me that? Ok, eleven 
                         thousand dollars.

               Buzzer.

                                     ANDY
                         Do I think women should work? If 
                         they want to. You don't want to work? 
                         Ever?

               Buzzer.

                                     ANDY
                         I don't hit people, even if they do 
                         like it. I would feel weird about 
                         that. But I am not judging.

               Buzzer.

               ON DAVID'S TABLE

               David sits down at a table and sees his ex girlfriend, AMY.

               She looks pissed.

                                     DAVID
                         I am just here to help out a friend.

                                     AMY
                         Bullshit. You are so gross! I am so 
                         glad I broke up with you.

                                     DAVID
                         I'm gross?! You're here. You're gross!

                                     AMY
                         I am not here to get laid. I am here 
                         to find a nice man.

                                     DAVID
                         At speed dating?!

                                     AMY
                         This just makes me realize I made 
                         the right decision.

                                     DAVID
                         And I made the right decision 
                         accepting your decision. Skank.

                                     AMY
                         Pinky dick.

               The buzzer goes off. They switch tables. Suddenly Amy is 
               sitting across from Andy. She looks enraged.

                                     ANDY
                              (sensing danger)
                         Hi, I'm Andy.
                              (beat)
                         I'm gonna be quiet now.

               The buzzer goes off and they walk off.

               EXT. PARKING LOT

               The guys are walking to their cars, going over their 
               scorecards.

                                     JAY
                         At least four I think would do me 
                         right now.

                                     CAL
                         Which four?

                                     DAVID
                         That was a good group. Eleven had 
                         big boobs. Four had good boobs. And 
                         five had small boobs. Overall, a 
                         nice turnout. What did you think, 
                         Andy?

               Andy can barely talk he is so flustered from this experience.

                                     DAVID
                         Andy, are you okay?

                                     ANDY
                         That was... too much. Too fast. Very 
                         fast. Didn't like. I'm gonna go home.

               INT. CIRCUIT CITY - DAY

               Jay walks over to Andy.

                                     JAY
                         Come out to the floor.

               Andy walks out on the floor. Cal and David are there. Also 
               standing there is the FLOOR MANAGER, PAUL.

                                     PAUL
                         Andy, I am short a man today, so I 
                         need you to be a salesman this 
                         afternoon.

                                     ANDY
                         What? I am not a salesman.

                                     PAUL
                         Nobody knows the equipment like you. 
                         I have been thinking about it, and I 
                         think your destiny is on the floor.

               The Indian salesman, Aboojay, walks over.

                                     ABOOJAY
                         What?!! We need no salesman. I sell. 
                         This is bullshit.

                                     PAUL
                         This is not bullshit. And I recommend 
                         you show some respect or you will be 
                         selling... something else... somewhere 
                         else.

                                     ANDY
                         He's right. I haven't earned the 
                         right.

                                     PAUL
                         What are you talking about? You have 
                         worked here longer than me. Longer 
                         than anyone. It would be fair if you 
                         were my boss.

                                     ANDY
                         Thank you, but no thank you.

                                     PAUL
                              (gets annoyed)
                         Andy, I am trying to get you laid. 
                         The guys said you needed to get women. 
                         There is no better singles bar than 
                         that floor. It is a chick magnet. So 
                         accept my kind invitation before I 
                         rescind it.

                                     ANDY
                         Thank you.

                                     PAUL
                         Enjoy.

               Paul walks away.

                                     ANDY
                         Guys. I appreciate you doing this, 
                         but I have to admit, I am really 
                         scared. I am not good at talking 
                         with women. It was hard enough when 
                         they were drunk. And that didn't 
                         even turn out well.

                                     DAVID
                         Come on. Fear the fear and do it 
                         anyway.

                                     ANDY
                         You are right.

                                     JAY
                         The floor is hopping. Look, we've 
                         got a gorgeous young blonde at nine 
                         o'clock. A red head at twelve. And a 
                         brunette goth hotty at three. Take 
                         your pick.

                                     ABOOJAY
                         This is wrong. Very wrong.

                                     CAL
                         Come on, he needs to be with a woman.

                                     ABOOJAY
                         I don't care about that. Just don't 
                         fuck with my customers. My customers 
                         are my customers, not your customers. 
                         You fuck with them, I fuck with you.

               Jay pushes him away as if he is five years old.

                                     JAY
                         Aboojay, get the fuck out of here. 
                         Go have a hamburger.
                              (to Andy)
                         Ready.

               Andy takes a deep breath, nods and heads out onto the floor. 
               He sees the GORGEOUS BLONDE. He walks toward her with a look 
               of determination. As he gets within five feet he starts 
               walking faster, turns a corner and walks up to an OLD MAN.

                                     ANDY
                              (to the old man)
                         Good afternoon. And how may I help 
                         you?

                                     OLD MAN
                         I am looking for a TV.

                                     ANDY
                         Well, you are talking to the right 
                         guy.

               Jay, David and Cal watch with disappointment.

                                     DAVID
                         When he's done with him we'll get 
                         him to talk to a girl.

                                                               DISSOLVE TO:

               INT. CIRCUIT CITY - AN HOUR LATER

               Andy is talking to the old man, only now he has several boxes 
               in front of him. Equipment Andy has sold him.

                                     CAL
                         He's been working that guy for an 
                         hour.

                                     DAVID
                         He filibustering so he doesn't have 
                         to talk to a girl.

                                                               DISSOLVE TO:

               INT. CIRCUIT CITY - ANOTHER HOUR LATER

               Andy is walking with the old man to the stock room where 
               Andy takes his ticket.

                                     ANDY
                         This man is getting a DVD player, 
                         VCR, Tivo, surround sound speakers 
                         and a flat screen television with 
                         high definition capabilities.

                                     OLD MAN
                         Thank you, young man. You are the 
                         best salesman I have ever met. You 
                         were such a help.

                                     ANDY
                         You're sure you don't need anything 
                         else? Possibly a car stereo.

                                     OLD MAN
                         Not today. But thank you. I'll be 
                         back.

               The old man walks off. Andy looks relieved. Right then a 
               very pretty forty five year old WOMAN walks up to him.

                                     WOMAN
                         Excuse me, can you help me?

               Andy is flummoxed.

                                     ANDY
                         Help? You? Uhm. I was about to take 
                         my break.

                                     WOMAN
                         It won't take long.

                                     ANDY
                         Okay.

                                     TRISH
                         Hi, I'm Trish.

                                     ANDY
                         Andy... is my name.

                                                                    CUT TO:

               INT. CIRCUIT CITY - LATER

               Andy is nervously helping Trish.

                                     ANDY
                         You don't want this VCR.

                                     TRISH
                         Really? I heard this was the best 
                         one.

                                     ANDY
                         It's not, really. VCR technology is 
                         very simple. Basically, no VCR is 
                         that much better than another VCR. 
                         The expensive ones don't give you a 
                         better picture, they just look cooler, 
                         and have more buttons which you would 
                         never use.

               Andy points out a standard looking VCR.

                                     ANDY
                         This one has the features you need 
                         and it is a third less than the cool-
                         looking one. Unless you really want 
                         a cool-looking one. Then you should 
                         get this one. 'Cause it does look 
                         cool. It's black. Has a lot of lights.

                                     TRISH
                         Looks are not a factor.

                                     ANDY
                         Great. Then we have found what you 
                         need.

               The old man that Andy was helping previously walks over to 
               Andy.

                                     OLD MAN
                         Excuse me. Is there anyone who can 
                         help me set up what I bought? I am 
                         not very technically minded. And 
                         quite frankly, I can barely see my 
                         own hand.

                                     ANDY
                         Where do you live?

                                     OLD MAN
                         Right down the street on Moorepark.

                                     ANDY
                         I can swing by on my way home from 
                         work and set it all up if you like.

                                     OLD MAN
                         How much would that cost me?

                                     ANDY
                         Nothing. It would be my pleasure. I 
                         would enjoy it.

                                     OLD MAN
                         That's very kind of you.

                                     ANDY
                         You're doing me the favor. I like 
                         hooking up TVs and stereos. It's 
                         like solving a big puzzle.

                                     OLD MAN
                         Thank you. Maybe I could bring in 
                         something for you to eat.

                                     ANDY
                         And maybe I will gladly eat it. Just 
                         give your address to the man at the 
                         stock room.

               The old man walks off. Trish looks at Andy. Andy looks at 
               Trish. She stares at him for a moment, trying to figure him 
               out. She likes something about him. As she figures out what 
               to do about it, Andy gets nervous.

                                     ANDY
                         Well, have a good day.

                                     TRISH
                         Andy. It's Andy, right?

                                     ANDY
                         Last time I checked.
                              (nervous laugh)

                                     TRISH
                         Do you want to go out some time?

                                     ANDY
                              (swallows)
                         Excuse me?

                                     TRISH
                         I don't mean to be forward. I'm sorry.

                                     ANDY
                         No. Don't be sorry.

                                     TRISH
                         I just... I don't know, I thought it 
                         might be fun. You seem like a good 
                         guy.

                                     ANDY
                         I would love to. That seems like 
                         something I would like, and... yeah. 
                         In fact, I was just about to ask 
                         you.

                                     TRISH
                         I beat you to it.

                                     ANDY
                              (nervous laughter)
                         Yes you did.

                                     TRISH
                         Great. This'll be fun. And don't 
                         worry, I'm not going to ask you to 
                         set up my VCR.

                                     ANDY
                         I would do it.

                                     TRISH
                         I was joking.

                                     ANDY
                         Oh. Okay.
                              (not getting it)
                         But I would do it.

               They smile at each other.

               INT. CIRCUIT CITY

               Andy is telling David and Jay what happened.

                                     DAVID
                         See, I told you this was the move.

                                     JAY
                         Who's the girl?

               Andy points to Trish who is paying for her VCR.

                                     JAY
                         Her. Oh man, you hit the jackpot. 
                         She is a waitress next store. I went 
                         out with her two years ago, and she 
                         is ready to go.

                                     ANDY
                         Now I don't want to go out with her.

                                     JAY
                         I didn't do anything. We just had 
                         one kiss.

                                     ANDY
                         Oh, okay.

               When Andy looks the other way Jay gestures with his hips 
               that he had sex with Trish. When Andy turns back he stops.

                                     JAY
                         Good for you, man. This is good.

               INT. RESTAURANT - NIGHT

               Andy and Trish are eating dinner

                                     TRISH
                         That's so funny that we work in the 
                         same mini mall and we have never 
                         seen each other.

                                     ANDY
                         I've seen you. I eat at the restaurant 
                         you work at on Monday's

                                     TRISH
                         Really? Every Monday?

                                     ANDY
                         Yeah. I would eat there more, I just 
                         don't want to get sick of it.

                                     TRISH
                         Have I ever waited on you?

                                     ANDY
                         Maybe a couple of times.

               It is clearly way more than a couple of times.

                                     TRISH
                         How long have you worked at Circuit 
                         City?

                                     ANDY
                         Nine years.

                                     TRISH
                         Wow. Do you like it?

                                     ANDY
                         Not really. But it's a good job.

                                     TRISH
                         What would you like to be doing?

                                     ANDY
                         I have a collection of antique toys. 
                         I would like to open a store that 
                         sells those kinds of things. Maybe 
                         some comic books. I don't know if 
                         I'll ever be able to do it.

                                     TRISH
                         Sure you will. You could do anything.

                                     ANDY
                         That's nice of you to say. What about 
                         you?

                                     TRISH
                         I want to work at that restaurant 
                         for the rest of my life. I have no 
                         goals or dreams. They've all been 
                         drained out of me.

                                     ANDY
                         That's not true.

                                     TRISH
                         I just want to be happy. I don't 
                         care what I do, I just don't want it 
                         to be too hard. Less hours. I guess 
                         what I am saying is I want to retire.

               Andy laughs.

                                     TRISH
                              (sweetly)
                         What is with you?

                                     ANDY
                         What?

                                     TRISH
                         There is something about you. I can't 
                         tell what it is.

                                     ANDY
                         Is it bad?

                                     TRISH
                         I think it's good. But I don't know. 
                         Are you for real?

                                     ANDY
                         I'm real.

                                     TRISH
                         Good.

                                                                    CUT TO:

               INT. TRISH'S APARTMENT - DAY

               Andy and Trish walk in the apartment

                                     TRISH
                         Can I get you a cocktail?

                                     ANDY
                         Sure. Do you have orange soda? It's 
                         okay if you don't. Most people don't 
                         buy orange soda on a regular basis. 
                         I don't know why. It's really good.

               Out of the blue, she kisses him hard on the mouth. The kiss 
               lasts a long time. At first he doesn't know what to do, but 
               after about ten seconds, he actually participates.

               When she stops kissing and looks at him, he could not be 
               redder. He is stunned, but there is happiness in there.

                                     TRISH
                         Let's go in the other room.

               INT. BEDROOM - MOMENTS LATER

               Trish jumps under the covers. She pulls off her shirt then 
               reaches under the sheets and removes her pants and underwear.

                                     TRISH
                         Come on.

                                     ANDY
                         Oh. Okay.

               Andy gets under the covers with all his clothes on and kisses 
               Trish, who is now completely nude. He seems to be getting 
               the hang of it. There is a lot of pent-up energy there.

                                     TRISH
                         Wow, you really like kissing.

                                     ANDY
                         I do.

                                     TRISH
                         Take off your clothes.

                                     ANDY
                         Really?

                                     TRISH
                         Is this too fast? I never do this.

                                     ANDY
                         No.

               Andy takes his pants off, but strangely, leaves on his shirt. 
               Probably to cover his bad wax job.

               Trish shuts the lights. They kiss passionately. She takes 
               off his shirt.

                                     TRISH
                         Do you have protection?

                                     ANDY
                         I don't like guns.

               She laughs.

                                     TRISH
                         You have a silly sense of humor. 
                         Don't worry. I think I have something.

               She reaches into the drawer in the end table and pulls out a 
               small wicker basket filled with condoms. She clearly has sex 
               often enough to need this basket. Andy does not pick up on 
               this.

                                     TRISH
                         Put one of these on.

               Andy stares at the basket, not sure what to do. He has never 
               worn a condom. He slowly takes one out. He reaches under the 
               sheets, and we can't see what he is doing but it is obvious 
               that he is tearing the wrapper open and attempting to put 
               the condom on.

               Something goes wrong. He struggles.

                                     ANDY
                         It tore. I need another one.

               He grabs another one. The same thing happens. For reasons 
               which are not clear, he can not figure out how to get this 
               condom on properly.

               Andy attempts this many more times. In quick cuts we see him 
               struggle with at least a dozen condoms as he gets more and 
               more frustrated with this process. Each time he fails, he 
               tosses the condom and the wrapper on the floor next to him.

               Finally he gets one on.

                                     ANDY
                         There you go. Sorry about that. I 
                         always have trouble with those things. 
                         I haven't used 'em much.
                              (beat)
                         My last girlfriend took pills.

                                     TRISH
                         I'm sure it will be worth the wait.

               Now they go at it more passionately. It seems like it is 
               going to happen when --

               THE DOOR OPENS - THE LIGHTS GO ON

                                     MARLA
                         What is going on in here?!

               We reveal Trish's sixteen year old daughter, MARLA. Standing 
               next to her is her boyfriend MARK.

                                     TRISH
                         What are you doing?

               ANGLE ON

               A stack of condoms and torn wrappers.

               ANGLE ON MARLA - STARING AT THEM

                                     MARLA
                         What are you doing? I can't believe 
                         you are allowed to have sex but I'm 
                         not! That is sooo unfair!!!

               She slams the door and exits.

                                     ANDY
                         I should go.

                                     TRISH
                         No, it's okay. I just need to talk 
                         to her.

                                     ANDY
                         No, I should.

               He kisses her then quickly gets out of bed and begins putting 
               his clothes on. We see his insanely bad wax job has left 
               random strips of hair on his body. He puts his clothes on 
               and exits.

                                     TRISH
                         I'm sorry.

                                     ANDY
                         Don't be.

               He runs out. Traumatized again.

               EXT. STREET - DAY

               Andy rides his bike to work. He looks confused and consumed. 
               Everywhere he looks he sees sexual images; billboards, people 
               walking down the street, etc.

               He drives into the parking lot of the mini mall where Circuit 
               City is located. As he is locking his bike, he sees Beth, 
               the girl from the bookstore, walking from her car to work.

                                     BETH
                         Good morning.

               Andy thinks. He remembers what he is supposed to do with 
               her. Ask questions.

                                     ANDY
                              (after a beat)
                         Is it a good morning?

                                     BETH
                         I hope it is.

                                     ANDY
                         Hmmm.

                                     BETH
                         Some days I am just not in the mood 
                         to work.

                                     ANDY
                         What are you in the mood to do?

                                     BETH
                              (flummoxed)
                         Oh, I don't know...

                                     ANDY
                         You don't know? Or do you know?

               She thinks he is being sexy, but he has no idea what he is 
               saying.

                                     BETH
                         You're bad.

                                     ANDY
                         Are you bad?

               Andy walks off. She looks like she is about to have an orgasm. 
               As she walks toward the bookstore where she works she almost 
               trips.

               INT. CIRCUIT CITY - DAY

               Andy is selling a stereo to an UNATTRACTIVE MAN. There are 
               pretty girls in the store, but Andy has let the other salesmen 
               handle them. Jay walks over to Andy.

                                     JAY
                         Don't worry about what happened last 
                         night. Tonight I am having a party 
                         at the Holiday Inn. Room 313. It's 
                         gonna be earth-shattering. Be there. 
                         Are you free?

                                     ANDY
                         I think so.

                                     JAY
                         I was kidding. I know you're free.

               Jay walks off.

               EXT. HOLIDAY INN - NIGHT

               Andy rides his bike up to the front of the hotel.

               INT. HOLIDAY INN HALLWAY - MOMENTS LATER

               Andy walks down the hallway looking for the room. When he 
               finds it, the door is cracked open. He enters.

               INT. HOTEL ROOM - NIGHT

               Andy looks around the suite. There is nobody in sight.

                                     ANDY
                         Hello.

               He turns to leave. A BEAUTIFUL YOUNG WOMAN comes out of the 
               bedroom.

                                     BEAUTIFUL WOMAN
                         Hello.

                                     ANDY
                         Are you here for Jay's party?

                                     BEAUTIFUL WOMAN
                         Yes.

                                     ANDY
                         Where is everybody? Are we early?

                                     BEAUTIFUL WOMAN
                         No, we're right on time.

                                     ANDY
                         Then everyone is late. That's not 
                         very polite.

                                     BEAUTIFUL WOMAN
                         Come sit down.

               Andy sits on the couch. She sits down right next to him. 
               Andy does not know what to make of this.

                                     ANDY
                         So where do you know Jay from?

                                     BEAUTIFUL WOMAN
                         We just met the other night. You're 
                         handsome.

                                     ANDY
                         Thank you. You're pretty

               She puts her hand on his knee.

                                     ANDY
                         What's going on?

                                     BEAUTIFUL WOMAN
                         The party is getting started.

                                     ANDY
                         Nobody else is coming?

                                     BEAUTIFUL WOMAN
                         I'm all the party you need.

                                     ANDY
                         Oh my God.

                                     BEAUTIFUL WOMAN
                         Don't be nervous. I'll take good 
                         care of you.

                                     ANDY
                         Are you a... prostitute?

                                     BEAUTIFUL WOMAN
                         I'm whoever you want me to be. I can 
                         be a prostitute, or I can be that 
                         sweet innocent girl you had a crush 
                         on in high school. You know, the 
                         cute one who never looked at you but 
                         now she realizes she made a mistake 
                         and wants to make up for it by sucking 
                         your cock.

               Andy backs away to the other side of the couch. She follows 
               him.

                                     ANDY
                         Oh God. Did Jay do this?

                                     BEAUTIFUL WOMAN
                         They're good friends. They just want 
                         you to have a good time. Don't worry, 
                         I've been with virgins before. It's 
                         okay that you know nothing, because 
                         at the end of tonight you are going 
                         to know everything. You're gonna do 
                         everything. Nothing is off limits. 
                         They paid extra for that.

                                     ANDY
                         How much are they paying you?

                                     BEAUTIFUL WOMAN
                         Five hundred for two hours.

                                     ANDY
                         I will give you six hundred dollars 
                         to leave now. Or we can find someone 
                         else that you can have sex with. I'm 
                         sure we can find someone to use that 
                         credit on.

                                     BEAUTIFUL WOMAN
                         You don't have to have sex with me. 
                         I've been paid. If you want I can 
                         just go home now. No skin off my 
                         apple.

                                     ANDY
                              (feels bad)
                         No, no, no. I'm sorry. I've insulted 
                         you. Maybe I'll want to have sex. 
                         Let's just slow down. Maybe there is 
                         something else we can do for a minute.

                                                                    CUT TO:

               INT. HOTEL ROOM - MOMENTS LATER

               They are laying on the bed watching "Lord Of The Rings" on 
               pay per view.

                                     ANDY
                         This is better. This way we can watch 
                         the movie, get to know each other a 
                         little, then maybe we can do 
                         something.

                                     BEAUTIFUL WOMAN
                         How long is this movie? I only have 
                         two hours.

                                     ANDY
                         It's three and a half hours

               The prostitute know what this means, and relaxes. There will 
               be no sex tonight. She starts watching the movie.

                                     BEAUTIFUL WOMAN
                         Who's that guy?

                                     ANDY
                              (more relaxed)
                         That's the hero of the story. He 
                         doesn't know it, but it's his 
                         responsibility to save the world.

               They start watching the movie.

                                                                    CUT TO:

               INT. HOTEL ROOM - THREE AND A HALF HOURS LATER

               The prostitute is asleep. The credits are rolling on the TV. 
               Andy gets off the bed and looks at her. She looks sweet when 
               she is asleep. He gently kisses her on the cheek, looks at 
               her again, then walks out the door.

                                                                    CUT TO:

               INT. CIRCUIT CITY - NEXT MORNING

               Andy is talking to Jay, David and Cal.

                                     CAL
                         And then what did you do to her?

                                     ANDY
                         I was like, if this is paid for then 
                         I am gonna get my money's worth!

                                     DAVID
                         That's my man!

                                     ANDY
                         So I took her from the front. I took 
                         her from the back. I took her from 
                         the side.

                                     JAY
                         You did the side?

                                     ANDY
                         Both sides! She was screaming. She 
                         was like, "I want to have more sex 
                         with you. Let's continue to do this 
                         dirty sex."

                                     CAL
                         How was her ass?

                                     ANDY
                         It was so... perfectly in proportion. 
                         And when I took off her panties... 
                         they were all filled with baby powder 
                         and --

                                     JAY
                         Oh Goddammitt! Nothing happened!

                                     ANDY
                         I did her. Did her... big time did 
                         her.

                                     CAL
                         That cost us five hundred bucks.

                                     DAVID
                         Shut up, you kicked in twenty bucks.

                                     CAL
                         Sorry if I'm not as rich as you.

                                     JAY
                         This is bullshit. I give up. There's 
                         no helping you.

                                     ANDY
                         Buying a streetwalker is not helping 
                         me. I told you I wanted to meet a 
                         nice girl. Someone I might even like. 
                         I am not a pig like you guys.

                                     JAY
                         No, you are certainly not. You are 
                         pure as the driven snow, and you 
                         plan on staying that way.

                                     DAVID
                         Lay off, Jay.

                                     JAY
                         No, I tried to do him a favor. You 
                         know how hard it was to find her. 
                         Someone I thought he might like. 
                         That took work. And does he appreciate 
                         it? No.

                                     CAL
                         Does she owe us one? I mean she took 
                         the money.

                                     DAVID
                         NO.

                                     CAL
                         Shit.

                                     ANDY
                         I'd appreciate it if you took your 
                         nose out of my business!

               Beth is walking outside of the store with a FRIEND from work. 
               She sees the guys arguing, but does not hear the words. From 
               her point of view it looks like Andy is bossing them around, 
               and she finds it very attractive.

                                     ANDY
                         I may be a virgin, but you're the 
                         ones who need to grow up! Life isn't 
                         about sex, it's about being a good 
                         person. And I would rather treat 
                         people well than stick my wiener in 
                         'em. And I say that proudly. And if 
                         you don't like it, then I'll get 
                         some new friends. That is if I ever 
                         really was your friend.

               A FEMALE CUSTOMER walks up.

                                     FEMALE CUSTOMER
                         Can anyone help me?

                                     ANDY
                         I'd be glad to

               Andy walks off. The guys look depressed. Outside the store 
               Beth turns to her friend.

                                     BETH
                         That guy is so hot. I could eat him 
                         up.

               INT. ANDY'S APARTMENT - EVENING

               Andy walks in, pets his cat, then checks his messages.

                                     ANSWERING MACHINE
                         Hi, this is Trish. I hope you don't 
                         mind me calling you. Your friends at 
                         work gave me your number. I feel bad 
                         about what happened the other night 
                         and wondered if you would let me 
                         make it up to you.

               INT. RESTAURANT - NIGHT

               Andy and Trish are having dinner

                                     TRISH
                         I am sorry I didn't tell you I had 
                         kids.

                                     ANDY
                         Why didn't you tell me?

                                     TRISH
                         Most guys don't want to go out with 
                         a "mother."

                                     ANDY
                         Why not?

                                     TRISH
                         Are you serious?

                                     ANDY
                         Yeah.

                                     TRISH
                         Then I won't tell you. No need to 
                         put ideas in your head.

                                     ANDY
                         How many kids do you have?

                                     TRISH
                              (pause)
                         Two.

                                     ANDY
                         How old are they?

                                     TRISH
                         Six, twelve and... twenty six.

                                     ANDY
                         That's three.

                                     TRISH
                         Oh. Is it?

               They laugh.

                                     ANDY
                         You must have been really young when 
                         you had the twenty six year old.

                                     TRISH
                         Why do you say that?

                                     ANDY
                         Because you are so young now.

                                     TRISH
                         Are you full of shit or is this real?

                                     ANDY
                         Why do you keep saying that?

                                     TRISH
                              (kind of kidding)
                         Because if you're for real. I'm gonna 
                         fall in love with you

               Andy blushes.

                                     TRISH
                         I'm sorry. I'm just goofing with 
                         you.

                                     ANDY
                         I know.

               It is clear she is not goofing.

                                     TRISH
                         I was thinking, if we go out any 
                         more, that we shouldn't have sex.

                                     ANDY
                         Uh-huh.

                                     TRISH
                         I just think it complicates things 
                         too much, and then you never get to 
                         really know someone because that is 
                         always confusing things.

                                     ANDY
                         It's very confusing.

                                     TRISH
                         Does that bother you?

                                     ANDY
                         Hmmm. Let me think about that. I see 
                         what you are saying. Obviously I 
                         want to
                              (whispers)
                         Do it.
                              (normal voice)
                         But I can see your point. If we don't 
                         have sex, we can really get to know 
                         each other.

                                     TRISH
                         And if that works out, then we can 
                         have sex. Like really have sex.

               They laugh.

                                     ANDY
                         Just tons and tons of sex.

               They both laugh. Andy could not he more relieved to have the 
               pressure taken away.

                                     TRISH
                              (charmed)
                         You're doing it again.

                                     ANDY
                         What?

               INT. TRISH'S APARTMENT - LATER

               Andy and Trish are watching television. Her daughter, Marla, 
               comes inside with Trish's six year-old daughter JULIA.

                                     MARLA
                              (covers eyes)
                         Is it safe to come in or are you 
                         doing it?

                                     TRISH
                         It's safe. Marla, Julia. This is 
                         Andy.

                                     MARLA
                              (uninterested)
                         Hello.

               Julia nods shyly.

                                     ANDY
                         Hi.

                                     MARLA
                         We came home because we got bored 
                         and couldn't think of anything else 
                         to do.

                                     JULIA
                         Can we watch TV?

                                     TRISH
                         No. You've watched enough television 
                         for today. Why don't you guys read?

                                     YARLA
                         I am so sick of reading. That's all 
                         we do all day at school.

                                     ANDY
                         Hey. Let me show you something. Do 
                         you have a quarter?

               Marla digs out a quarter. Andy puts it in his palm and shows 
               the two of them. Then he closes his palm and opens it. It is 
               gone.

                                     MARLA
                         You're not doing magic, are you?

                                     JULIA
                         I love magic. Where did it go?

               Andy puts his hands out again, opens them and it is back. 
               Then he puts it in one palm, closes it, and it is two 
               quarters. Julia squeals with delight.

                                     JULIA
                         How did you do that?

                                     ANDY
                         I don't know, it's, uh... magic.

               Andy closes his hand, opens it and they are gone, then opens 
               the other hand and there are three quarters. Then he closes 
               his hands, opens them, and the quarters are gone but the 
               other hand has a dollar bill in it.

                                     JULIA
                         That's crazy. How did you learn how 
                         to do that?

                                     ANDY
                         I have a lot of free time.

               Trish smiles. He is great with her kids.

                                     JULIA
                         Can you show me how to do it?

                                     ANDY
                         The magicians code says I am not 
                         allowed to say how tricks are 
                         performed.

               Julia frowns.

                                     ANDY
                         But who cares about magicians? They're 
                         creepy anyway. If they get mad, I'll 
                         punch them in the nose.

               Julia laughs and Andy starts showing her how to do the trick.

               Marla can't help but like him. Trish beams.

               EXT. TRISH'S APARTMENT - NIGHT

               Andy is saying goodnight to Marla.

                                     TRISH
                         Aren't you glad we didn't do it?

                                     ANDY
                         So glad. Let's never do it.

               She laughs.

                                     TRISH
                         Okay.

                                     ANDY
                         Do you want to go out again?

                                     TRISH
                         Uh...
                              (quickly)
                         YES.

                                     ANDY
                         Like in, I don't know, fifteen 
                         minutes?

                                     TRISH
                         Or tomorrow.

                                     ANDY
                         Tomorrow it is.

               Andy leans in, and for the first time in the film, he is the 
               instigator of a kiss. It is short but sweet and heartfelt.

               Andy walks off. He looks happy.

                                                                    CUT TO:

               EXT. CITY STREETS - NIGHT

               Andy drives his bike home. He can not wipe the smile from 
               his face. He occasionally giggles.

                                                                    CUT TO:

               INT. CIRCUIT CITY - DAY

               Andy is talking with David, Jay and Cal by the water cooler.

                                     JAY
                         This is a huge mistake.

                                     ANDY
                         Why?

                                     JAY
                         She has three kids.

                                     ANDY
                         So?

                                     CAL
                         At least we know she's had sex.

                                     DAVID
                         At least three times.

               They laugh.

                                     ANDY
                         I don't care. I like her.

                                     JAY
                         What about Beth from the bookstore?

                                     ANDY
                         I don't know. I want to see what 
                         happens with Trish. I am only one 
                         man. I can't go out with everyone.

                                     DAVID
                         I love this guy. He's already got 
                         more women than he can handle.

                                     JAY
                         I don't mean to ruin this for you, 
                         but I had sex with her. On a first 
                         date.

               Andy stares angrily at him.

                                     ANDY
                         So? What is that supposed to make me 
                         not like her -- because she made one 
                         terrible mistake?

               David and Cal crack up.

                                     CAL
                         Ooooh! Andy is burning you.

               The store manager, Paul, walks over.

                                     PAUL
                         Andy, I just got back the numbers 
                         from the last few weeks. You are our 
                         number one salesman by far.

                                     ANDY
                         Really? That's great. Well, I've 
                         been having a great time.

                                     PAUL
                         Maybe you will have an even better 
                         time now that I have made you the 
                         floor manager.

                                     ANDY
                         Me?

                                     PAUL
                         That's right. Now all these jackasses 
                         are working under you. Enjoy.

                                     ANDY
                         Thank you.

               Paul exits.

                                     ANDY
                              (looks at them)
                         Well, what are you sitting around 
                         for? Get out there and make some 
                         sales.

               Jay glares at him. David and Cal smile. Punjab walks by them.

                                     PUNJAB
                         This the bullshit of all bullshits.

                                     ANDY
                         No backtalk or you're gonna be gone...
                              (nervous)
                         My friend.

                                     PUNJAB
                         I am sorry... sir.

               Punjab heads out onto the floor. Andy is feeling good.

                                     JAY
                         You're getting in too deep.

                                     ANDY
                         You have no idea what you are talking 
                         about.

                                                                    CUT TO:

               IN TOO DEEP MONTAGE

               EXT. STREET - DAY

               Andy rides his bike with Trish. They are having a blast.

               INT. TRISH'S KITCHEN - DAY

               Andy makes the family homemade ice cream. They are all eating 
               it out of the ice cream maker, happily.

               We meet Kim, Trish's twenty six year-old daughter

                                     ANDY
                         I can't believe you are her daughter. 
                         You look like sisters.

                                     KIM
                         One of us should be insulted. I think 
                         it's me.

                                     ANDY
                         I didn't mean...

                                     KIM
                         No, I'm kidding. My mom is gorgeous!

               Trish hugs Kim. They are very close.

               EXT. STREET - DAY

               Andy is riding a huge grown up tricycle with Trish's six-
               year-old daughter, Julia. She likes Andy.

               INT. LIVING ROOM - DAY

               Andy is showing Trish's kids some collectible action figures. 
               We see him hesitate, then take a scissor and open up the 
               never before opened boxes they are housed in. He hands one 
               to each of them.

               EXT. MOUNTAIN TRAILS - DAY

               Andy is riding mountain bikes with Trish's sixteen year-old 
               daughter Marla. She is impressed by how good he is at the 
               sport.

               INT. BEDROOM - NIGHT

               Andy and Trish are kissing.

                                     TRISH
                         I love kissing you because you are 
                         so in the moment. It's like you enjoy 
                         it so much, you don't want to do 
                         anything else.

                                     ANDY
                         I don't.

                                     TRISH
                         You are so sweet.

               EXT. STREET - DAY

               Andy, Trish, Julia, Marla and Kim are riding down the street.

                                     ANDY
                         Let's race!

               They all ride directly at camera as fast as they can. Andy 
               is the winner.

               INT. CIRCUIT CITY - DAY

               Jay looks upset as he speaks to an ANNOYING MALE CUSTOMER.

                                     ANNOYING CUSTOMER
                         If I buy it, will you throw in a CD 
                         carrying case?

                                     JAY
                         Uh... okay, fine. So, I will write 
                         this up for you and --

                                     ANNOYING CUSTOMER
                         Hold on. I think I'm gonna need you 
                         to throw in an extended warranty. On 
                         the house.

                                     JAY
                         I can't do that.

                                     ANNOYING CUSTOMER
                         Then I am going to have to take my 
                         business elsewhere.

                                     JAY
                         Fine. Beat it.

                                     ANNOYING CUSTOMER
                         Okay, I will take it.

                                     JAY
                         Now you can't have it. Any of it. 
                         Sorry.

                                     ANNOYING CUSTOMER
                         What? That's not fair.

                                     JAY
                         Oh yeah. Well life isn't fair. I 
                         just added a hundred dollars to the 
                         price. I can do anything.

                                     ANNOYING CUSTOMER
                         You're an asshole.

                                     JAY
                         Now the stereo costs ten thousand 
                         dollars. Will that be Visa or American 
                         Express?

                                     ANDY
                         Is there a problem here?

                                     CUSTOMER
                         Yeah. This jack off is trying to 
                         charge me ten thousand dollars for 
                         this stereo.

                                     ANDY
                         Is that true?

                                     JAY
                         Yes it is. Actually not. It's a 
                         million dollars. Not fair huh? Life 
                         can be like that.

                                     ANNOYING CUSTOMER
                         Fuck this.

                                     JAY
                         NO, fuck you. You can't always get 
                         what you want. Next time you won't 
                         think you get to make the rules 
                         because in this house I make the 
                         rules, bitch!

               Andy walks Jay into the stock room.

               INT. STOCK ROOM - DAY

                                     ANDY
                         What's going on?

                                     JAY
                         Jill broke up with me

                                     ANDY
                         I'm so sorry. What happened?

                                     JAY
                         She just lost her mind.

               He starts crying.

                                     JAY
                         It's so unfair.

                                     ANDY
                         I'm so sorry.

                                     JAY
                         She caught me with this girl and she 
                         lost her mind. It wasn't that big a 
                         deal. It's so unfair. To throw out 
                         six years over some skank.

               Cal walks in. Jay instantly acts like he is not crying, even 
               though there are tears pouring out of his eyes.

                                     JAY
                         I just think that we should be pushing 
                         the Bose speakers more because they 
                         are clearly of a higher quality.

               Cal realizes something is wrong and exits.

                                     JAY
                              (the moment Cal is 
                              gone)
                         Oh, fuck me, fuck me! Now I know why 
                         people kill themselves. I really 
                         understand.

                                     ANDY
                         Well maybe you shouldn't have cheated 
                         on her.

                                     JAY
                         I know. I know. But it is so unfair 
                         for her to not allow me to learn 
                         that lesson.

               David walks in to get something. Again Jay acts like nothing 
               is wrong, his face covered in tears.

                                     JAY
                         I just think I am stronger when you 
                         put me in afternoon shifts. I get 
                         groggy in the morning.

               David exits.

                                     JAY
                         I have nowhere to go. We were living 
                         together, but she dumped all my stuff 
                         on the street.

                                     ANDY
                         You can stay with me.

                                     JAY
                         Thank you, Andy. You are a great 
                         man.

               Jay hugs Andy.

                                     JAY
                         I am sorry I ever gave you a hard 
                         time. You were right about everything. 
                         You should never let sex run your 
                         life. Never.

               Punjab walks in and sees them.

                                     PUNJAB
                         This is why I am getting all the 
                         shit shifts. This is the bullshit of 
                         all bullshits.

               He storms out.

               INT. TRISH'S APARTMENT - DAY

               Andy knocks on the door and enters. Trish hurries over to 
               him.

                                     TRISH
                         I'm so glad you're here. I need your 
                         help.

                                     ANDY
                         Sure. What is it?

                                     TRISH
                         Can you take Marla to Planned 
                         Parenthood? She wants to go on the 
                         pill.

                                     ANDY
                         Me?

                                     TRISH
                         Her father is dead set against it. I 
                         am too. But I thought maybe you could 
                         bring her down there just to get 
                         some information. Maybe we could 
                         delay her for a little bit while we 
                         figure out what to do.

                                     ANDY
                         Isn't she a little young to go on 
                         the pill?

                                     TRISH
                         She's sixteen. And she won't listen 
                         to me. I told her she should wait 
                         till she's much older to have sex, 
                         but it's hard for me to say that 
                         when I had a kid at seventeen. So I 
                         thought maybe she would listen to 
                         you.

                                     ANDY
                         I don't know if I am the right person 
                         to do this.

                                     TRISH
                         Yes you are. She has no issues with 
                         you. She likes you. Gosh, this was 
                         so much easier when we were young.

                                     ANDY
                         Yeah.

                                     TRISH
                         When we were kids, you just did it. 
                         It was fun. It was no big deal. There 
                         weren't all these horrible diseases. 
                         Now the whole thing is terrifying.

                                     ANDY
                         Truly terrifying.
                              (beat)
                         Not like when we were young.

                                     TRISH
                         I lost my virginity at fourteen.

                                     ANDY
                         Me too. Fourteen years old. So young. 
                         So very young.

                                     TRISH
                         Now I wish she held onto it till she 
                         was like, fifty.

                                     ANDY
                         That's crazy talk.

                                     TRISH
                         You'd really be coming through for 
                         me if you did this. I wouldn't forget 
                         it.

                                     ANDY
                         Won't she be uncomfortable?

                                     TRISH
                         No.

                                     ANDY
                         I would think it would be very 
                         uncomfortable.

                                     TRISH
                         I don't know where else to turn. I 
                         don't want her to ruin her life. 
                         It'll be fine.

                                                                    CUT TO:

               INT. CAR - DAY

               Andy is driving a sullen-looking Marla to Planned Parenthood.

                                     MARLA
                         This is so gross.

                                     ANDY
                         What?

                                     MARLA
                         You taking me here.

                                     ANDY
                         I don't mean it to be gross. Your 
                         mother thought you needed someone to 
                         talk to.

                                     MARLA
                         Andy, you're a nice guy, but you're 
                         practically a stranger. I don't want 
                         to talk about sex with you.

                                     ANDY
                         Either do I. I know it's embarrassing, 
                         but you need to inform yourself. I 
                         think that is very important before 
                         you make a life-changing decision. 
                         'Cause once you have sex, there is 
                         no turning back. You will never be 
                         the same again, and what if you want 
                         to go back? But you can't. There are 
                         no time machines. The pandora's box 
                         will be open.

                                     MARLA
                         Okay, I get it. Stop trying to freak 
                         me out. I'll listen.

                                                                    CUT TO:

               INT. PLANNED PARENTHOOD - DAY

               Andy and Marla sit across from JUDITH, a counselor.

                                     JUDITH
                         Coming here was a very smart thing 
                         to do. A lot of young people act 
                         without thinking. Carefully 
                         considering your options is a very 
                         responsible way to act. You should 
                         be proud of yourself.

                                     MARLA
                         Would it be weird if I just asked 
                         you for the pill right now?

                                     JUDITH
                         A sense of humor is an effective 
                         weapon in high school. I'm sure it 
                         serves you well.

                                     ANDY
                         I was trying to tell her that there 
                         is no reason that she needs to engage 
                         in sexual activity at such a young 
                         age.

                                     JUDITH
                         That's true. Your virginity is a 
                         gift. A gift you shouldn't be so 
                         quick to give away.

                                     ANDY
                         I completely agree.

                                     JUDITH
                         There are plenty of activities you 
                         can engage in without having sex 
                         that can be fun and safe.

                                     ANDY
                              (interested)
                         What kind of activities? I'm sure 
                         she's interested in knowing.

                                     JUDITH
                         Well, instead of having intercourse, 
                         you might want to try outercourse.

                                     MARLA
                         Outercourse. Uch. What's that?

                                     ANDY
                         Yeah, what's that?

               Andy is leaning forward in his chair, way more interested 
               than Marla.

                                     JUDITH
                         Outercourse is anything that isn't 
                         vaginal intercourse. It can be just 
                         having fun in a non-sexual way with 
                         your friend. Or it can be kissing.

                                     ANDY
                         Kissing is nice.

                                     JUDITH
                         And there are many ways to be sexual 
                         without intercourse -- such as body 
                         rubbing, which you might call "dry 
                         humping."

                                     ANDY
                         See, you can do that.

                                     JUDITH
                         Masturbation, mutual masturbation

                                     ANDY
                         What's that?

                                     JUDITH
                         That's when you both masturbate at 
                         the same time.

                                     ANDY
                              (to Marla)
                         You could do that instead.

                                     JUDITH
                         There's deep kissing, erotic massage, 
                         oral sex play, roleplaying, and 
                         sharing fantasies with a partner.

                                     ANDY
                         So there are a lot of things you can 
                         do instead of sex.

                                     JUDITH
                         It's only limited by your imagination.

                                     MARLA
                         I think I'm gonna vomit.

                                     JUDITH
                         That's very funny, but this is serious 
                         business. Outercourse offers nearly 
                         100 percent protection against 
                         pregnancy.

                                     ANDY
                         That's a plus. I didn't know that.

                                     JUDITH
                         Outercourse can also greatly reduce 
                         the risk of HIV/AIDS and many other 
                         sexually transmitted infections -- 
                         unless body fluids are exchanged 
                         through oral or anal intercourse. 
                         But some infections, like herpes and 
                         HPV, can be passed by skin-to-skin 
                         contact.

                                     ANDY
                         This is fantastic. What would someone 
                         do about performance anxiety? 'Cause 
                         I am sure Marla and her friend are 
                         worried that their sex won't be 
                         satisfying, and then the unsatisfied 
                         partner might fly into a rage and 
                         break it off with the inadequate 
                         partner.

                                     JUDITH
                         Sex takes practice, but there are 
                         many techniques to extend the amount 
                         of time that a man can maintain his 
                         erection. Including visualization 
                         techniques and a personal favorite 
                         of mine, which is called pinching. 
                         What a woman does is, right when her 
                         man is about to ejaculate she pinches 
                         his --

                                     MARLA
                         I've got to get out of here.

                                     ANDY
                         Marla!

               She runs out to the car.

                                     ANDY
                         Can't you just let her finish?!
                              (to Judith)
                         I'm sorry. You have a lot of this 
                         information on your web site, right?

               INT. CAR - DAY

               Andy and Marla are driving home.

                                     ANDY
                         I thought that was very informative.

                                     MARLA
                         Can we not talk? I think I'm gonna 
                         be sick.

                                     ANDY
                         Well, what do you think?

                                     MARLA
                         I think I don't want to have sex 
                         ever.

                                     ANDY
                         I'm with you.

               INT. TRISH'S APARTMENT

               Andy is talking to Trish.

                                     TRISH
                         I don't know what you did, but she 
                         has completely changed her tune.

                                     ANDY
                         It wasn't really me. She is a smart 
                         kid. Once she got all the right 
                         information, she knew what to do.

                                     TRISH
                         Thank you. You'd make a great dad.

                                     ANDY
                         You think so.

                                     TRISH
                         I know so. I've seen it.

                                     ANDY
                              (nervously)
                         Well, I better get going. It's been 
                         a long day.

                                     TRISH
                         Stay.

                                     ANDY
                         I can't. I've got to... go to work 
                         in the morning.

                                     TRISH
                         I'll make it worth your while.

                                     ANDY
                              (shocked)
                         Trish.

                                     TRISH
                         She's not allowed to do it, but we 
                         are.

               Andy is cornered. He isn't sure what to do. He doesn't want 
               to do it, and he doesn't want to debate it. He thinks, then --

                                     ANDY
                         You crazy chick. I'm gonna have to 
                         give you one of their pamphlets.

               He giggles nervously at his own joke and exits before she 
               can react.

               INT. CIRCUIT CITY - DAY

               Andy is with a FEMALE customer. He is more confident than we 
               have ever seen him.

                                     ANDY
                         You could go that way, but for the 
                         extra money you are getting a product 
                         that will be the centerpiece of your 
                         home.

                                     FEMALE CUSTOMER
                         I don't know.

                                     ANDY
                         Well, don't decide today. As I always 
                         say, there is nothing wrong with 
                         delaying an important decision.

                                     FEMALE CUSTOMER
                         You know what, I'm gonna go for it.

                                     ANDY
                         Great. I will write it up for you.

               He walks to the register. Trish walks over to him.

                                     TRISH
                         Hi, honey.

               We reveal David. Jay and Cal watching this exchange.

                                     ANDY
                         Oh, hi. What are you doing here?

                                     TRISH
                         I knew you were working a long shift 
                         today, so I brought you a healthy 
                         lunch, and look. I found you the 
                         cutest sweater.

               She holds it up. It is in fact a cute sweater.

                                     ANDY
                         I love it. Thank you.

               He gives her a quick kiss.

                                     TRISH
                         Well, I have a lot of errands to 
                         run. Marla and I are going shopping 
                         for prom dresses. I'll see you for 
                         dinner.

                                     ANDY
                         Not if I see you first

               He laughs at his bad joke. She exits. The guys walk up to 
               him.

                                     DAVID
                         How's that healthy lunch?

               David and Cal laugh.

                                     CAL
                         Yeah. Is it healthy?

                                     DAVID
                         You need to stay healthy if you want 
                         to fit into that cute sweater.

                                     ANDY
                         Guys. Come on

                                     DAVID
                         You are in deep.

                                     JAY
                         So? Maybe he likes it.

                                     CAL
                         Do you even know what you have done? 
                         You are dating a woman with two kids.

                                     ANDY
                         Three. One is twenty six. Lives in 
                         Ohio. Has a one year-old boy. Jackson.

                                     CAL
                         So she's a grandmother.

                                     ANDY
                         I didn't say that.

                                     CAL
                         She has a kid. That makes Trish a 
                         grandmother.

                                     JAY
                         Lay off him. He has fallen for this 
                         woman. And he is happy. That's all 
                         that matters.

                                     CAL
                         Don't get all soft because your girl 
                         dumped you.

                                     JAY
                         She didn't dump me. We are giving 
                         each other some space.

                                     DAVID
                         I'm not saying it's wrong, but I am 
                         saying, you better make sure this is 
                         what you want. As soon as the 
                         Tupperware and the sweaters come 
                         out, it is over. You are as good as 
                         married.

                                     ANDY
                         Maybe that's what I want.

                                     CAL
                         Well, getting married would be a 
                         good way to avoid sex.

               They all laugh.

                                     CAL
                         I read that in a "Cathy" cartoon.

                                     JAY
                         You are such a fag.

                                     CAL
                         Cathy is funny!

               INT. ANDY'S LIVING ROOM - NIGHT

               Andy and Trish are watching the very end of a film.

                                     ANDY
                         That was a good movie --

               Trish starts kissing him.

                                     TRISH
                         Let's do it right now.

                                     ANDY
                         Do what?

                                     TRISH
                         Have sex.

                                     ANDY
                         Oh, that goes against our agreement.

                                     TRISH
                         Fuck that agreement, I want you right 
                         now. I can't take it any longer.

               She puts her hand on his crotch.

                                     ANDY
                         Maybe we shouldn't have intercourse.

                                     TRISH
                         Huh?

                                     ANDY
                         We're just letting our hormones think 
                         for us. Let's have outercourse.

                                     TRISH
                         What is outercourse?

                                     ANDY
                         Mutual masturbation. Rubbing on each 
                         other with our clothes on. Fooling 
                         around without exchanging fluids. 
                         It's fun and it's responsible.

                                     TRISH
                         What the fuck are you talking about? 
                         Are you high?

                                     ANDY
                         No, I am respecting you.

                                     TRISH
                         I knew there was something about 
                         you. You're too mellow. Are you on 
                         oxycotin?

                                     ANDY
                         NO!

                                     TRISH
                         Do you think I'm unattractive? Old? 
                         What the hell's the matter with me? 
                         What the hell's the matter with you?

                                     ANDY
                         Nothing. We had an agreement.

                                     TRISH
                         Not forever.

                                     ANDY
                         Well you can't just break the 
                         agreement without talking to me about 
                         it.

                                     TRISH
                         I am talking to you about it now.

                                     ANDY
                         Well I am saying I want to think 
                         about it.

                                     TRISH
                         For how long?

                                     ANDY
                         A couple of weeks. What's the rush?

                                     TRISH
                         Because I am in love with you.

               She waits for him to reply in kind, but he is stunned. He is 
               mainly thinking 'if I say I love her, which I do, she will 
               want to have sex with me. What to do?'

                                     TRISH
                              (she counts)
                         Two, three, four, five. Fuck!

                                     ANDY
                         What?

                                     TRISH
                         If someone doesn't say it back in 
                         five seconds, there's trouble. 
                         Anything after that is bullshit.

                                     ANDY
                         You can't put that kind of pressure 
                         on someone.

                                     TRISH
                         IŁ you love someone, there is no 
                         pressure. I knew I shouldn't have 
                         said that.

                                     ANDY
                         That's not true.

                                     TRISH
                         Wow, you still haven't said it.

                                     ANDY
                         What is going on? Where is this coming 
                         from?

                                     TRISH
                         You fucker. Don't play head games 
                         with me.

                                     ANDY
                         What? I'm not playing.

                                     TRISH
                         You are not just playing with me. I 
                         am part of a family. If that sucks, 
                         tough shit, that's just how it is.

                                     ANDY
                         Who's complaining?

                                     TRISH
                         Get out. Just get out. You liar.

                                     ANDY
                         I didn't lie.

                                     TRISH
                         Yes you did. You're not who you said 
                         you were.

                                     ANDY
                         Who did I say I was?

                                     TRISH
                         You said you were the one. But the 
                         one would have passion for me. Would 
                         want me. Would love me. He wouldn't 
                         always be moving away just a little 
                         when I touched him. It's cruel. So, 
                         just get out!

               Andy is pushed out the door.

               INT. ANDY'S APARTMENT - NIGHT

               Andy enters his apartment. Jay is there packing up his things.

                                     ANDY
                         What happened?

                                     JAY
                         Me and Jill are getting back together. 
                         She's pregnant.

                                     ANDY
                         With your kid?

                                     JAY
                         Yeah, with my kid. That's why she 
                         broke up with me. Because she found 
                         out she was pregnant, and she didn't 
                         know if I would be a good dad in 
                         light of the fact that I cheat on 
                         her all the time.

                                     ANDY
                         So this is good?

                                     JAY
                         It's the best. I love her sooo much. 
                         This was meant to happen. I was meant 
                         to be with her and to be the father 
                         to this child. I will never screw 
                         around again. I am so lucky.

                                     ANDY
                              (sadly)
                         I am so happy for you.

                                     JAY
                         Did something happen?

                                     ANDY
                         I'm sorry. I don't mean to ruin your 
                         good news. I'm just sad 'cause Trish 
                         wants to have sex.

                                     JAY
                         That's what you wanted.

                                     ANDY
                         NO, she really wants to have sex. 
                         Like right now. What do I do? If she 
                         finds out I am a virgin she won't 
                         like me anymore. She will think I am 
                         a loser.

                                     JAY
                         No, she won't.

                                     ANDY
                         She will. What kind of man doesn't 
                         have sex for forty years? And I am 
                         about to turn forty one. If I turn 
                         forty one without having sex, that's 
                         really pathetic.

                                     JAY
                         Then don't tell her. Just have sex 
                         with her. Give it to her really good.

                                     ANDY
                         I don't know how to do that.

                                     JAY
                         You might get lucky. You might be 
                         good.

                                     ANDY
                         Really?

                                     JAY
                         Well... since you have forty years 
                         of sexual energy stored up, there is 
                         a chance that it might not last very 
                         long.

                                     ANDY
                         This is what I was worried about. If 
                         I am honest, she'll think I am 
                         defective. If I have sex it will be 
                         bad and she won't want to be with 
                         me. I'll never get a second chance.

                                     JAY
                         Hold on, relax. I am going to give 
                         you some advice right now. And I 
                         want you to just take it because I 
                         know what I am talking about. I took 
                         my girlfriend for granted. I didn't 
                         appreciate her. I didn't accept that 
                         she was the best person I could ever 
                         dream of. And because of that, I 
                         almost lost her. But now that I have 
                         been honest with her, we are going 
                         to have a long life together. And a 
                         child.

                                     ANDY
                         So you think I should just tell her 
                         everything.

                                     JAY
                         No. I think you should get it on 
                         with that girl Beth from the 
                         bookstore. Pay attention. Learn as 
                         much as you can, then use that 
                         knowledge with Trish.

                                     ANDY
                         That doesn't sound ethical.

                                     JAY
                         What, she likes you. She wants you. 
                         You would be giving her something 
                         she wants. What's unethical about 
                         that. You aren't asking her to marry 
                         you so you can steal her fortune.

                                     ANDY
                         That makes sense.

                                     JAY
                         I think it is what Trish would want.

                                     ANDY
                         Thank you, Jay. I know I have been 
                         tough on you, but without your advice 
                         I wouldn't have gotten this far.

                                     JAY
                         Thanks. That means a lot to me. Now 
                         go get that girl. And when you're 
                         done -- go get your girl and do her!

                                                                    CUT TO:

               INT. BOOKSTORE - DAY

               Andy walks over to where Beth is putting away books.

                                     ANDY
                         Hey.

                                     BETH
                         Hey.

                                     ANDY
                         I was going to ask you to hang out 
                         after work tonight, but I heard you 
                         were busy.

                                     BETH
                         Busy with what?

                                     ANDY
                         Busy hanging out with me after work.

               She is not sure what this means, but she smiles. She likes 
               him.

                                                                    CUT TO:

               INT. TRISH'S APARTMENT - DAY

               Trish, Marla and Julia are decorating the house. A banner 
               reads "HAPPY FORTY FIRST BIRTHDAY ANDY."

               Trish starts putting frosting on a cake.

                                     TRISH
                         Come on, hurry up. I want everything 
                         to be perfect when he gets here.

                                     JULIA
                         He is gonna be so surprised.

                                                                    CUT TO:

               INT. ANDY'S BATHROOM - DUSK

               ANDY IS PREPARING FOR HIS DATE

               QUICK CUTS:

               -- Andy irons his socks and underwear

               -- Using a hand mirror to see his back, he waxes some stray 
               strips of hair.

               -- Andy puts deodorant on his underarms, and his palms.

               -- Andy trims his nose hair. Then plucks his uni-brow.

               -- Andy opens his mouth. He is wearing the teeth whitening 
               strips made by Crest. He takes them off, then smiles at the 
               results. Then he scrapes his tongue.

               -- Andy pulls a Biori strip off his nose. He looks at it, 
               then grimaces in disgust.

               -- We reveal that Andy's entire face is covered with Biori 
               strips. He starts peeling them off.

               -- Andy opens a very large box of condoms and puts one in 
               his wallet. He has to discard lots of other business and 
               credit cards to make room for it.

                                                                    CUT TO:

               INT. TRISH'S APARTMENT - NIGHT

               Trish, Julia and Marla are sitting at the kitchen table 
               waiting for Andy.

                                     TRISH
                         This is so unlike him. He always 
                         comes straight over from work.

               They hear a noise at the door.

                                     TRISH
                         Shhhh. That's him. Come on

               They all walk to the door. Trish throws it open.

                                     EVERYONE
                         Happy Birthday!!!!

               We reveal chat it is an ASIAN MAN who is putting a menu for 
               a Chinese restaurant in their mail slot.

                                     DELIVERY MAN
                         Thank you. You three weeks late.

                                                                    CUT TO:

               INT. RESTAURANT - NIGHT

               Andy sits across from Beth. Both are kind of dressed up.

                                     ANDY
                         Do you like working at the bookstore?

                                     BETH
                         Yeah. It's really quiet. We don't 
                         have that many customers and the 
                         ones we do have are really mellow. 
                         Which is good because I used to work 
                         at a restaurant, and it was really 
                         busy and hectic, and I could never 
                         get the orders right, so I kind of 
                         got fired.

                                     ANDY
                         You must love reading?

                                     BETH
                         Not really. I'm not much of a reader. 
                         I'm more of a do-er. But they have a 
                         great magazine rack, so I like to 
                         read those. I know they're not books, 
                         but some of them are pretty long.

               Andy is trying to stay interested in Beth, but it is 
               difficult.

                                                                    CUT TO:

               INT. TRISH'S APARTMENT - NIGHT

               Trish is putting on her jacket. Marla and Julia watch.

                                     MARLA
                         Where do you think he is?

                                     TRISH
                         I don't know, but I'm getting nervous. 
                         Maybe someone hit him when he was 
                         riding his bicycle over. I'm gonna 
                         go drive the route from his house 
                         and see if I can find him.

               Trish runs out.

                                                                    CUT TO:

               INT. BETH'S APARTMENT - NIGHT

               Andy and Beth are walking in to the apartment.

                                     BETH
                         Thank you for dinner.

                                     ANDY
                         It was my pleasure.

                                     BETH
                         Care for a drink?

                                     ANDY
                         Sure.

               She gets two glasses of wine. She hands one to Andy. He drinks 
               the entire glass down when she turns away.

                                     BETH
                         I have wanted you to ask me out for 
                         a long time.

                                     ANDY
                         I've wanted to go out with you for a 
                         long time.

                                     BETH
                         You are so handsome.

               She stares into Andy's eyes. She is clearly waiting for a 
               kiss. Andy locks up. This makes it appear like he is giving 
               her a white hot sexual stare, but he is just terrified and 
               not sure what to do.

                                     BETH
                         You melt me.

                                     ANDY
                              (long beat)
                         Good.

                                     BETH
                         I am gonna run a bath. Would you 
                         care to join me?

                                     ANDY
                         For a bath?

                                     BETH
                         We can do more than bathe. We can 
                         get dirty.

                                     ANDY
                              (not quite 
                              understanding)
                         In the bath.

                                     BETH
                         I am gonna eat you up.

               She kisses him on the mouth, then walks to the bathroom, 
               smiles at him, then closes the door.

                                                                    CUT TO:

               INT. CAR - NIGHT

               Marla is on her cell phone talking to Jay.

                                     MARLA
                         So you have no idea where he is?

                                     JAY
                              (on phone-clearly 
                              lying)
                         No. I can't imagine where he would

                                     MARLA
                         Well, if you hear anything, please 
                         call me.

                                     JAY
                         I will.

               INT. JAY'S APARTMENT - NIGHT

               Jay is sitting with his girlfriend, who we have never seen 
               before.

                                     JAY
                         I've got to go.

                                     JILL
                         If you are cheating on me, I'll rip 
                         your balls off.

                                     JAY
                         I'm not going t o cheat on you.

                                     JILL
                         I am pregnant. If you did that, it 
                         would be sick.

                                     JAY
                         I'm not. I have to go help a friend.

                                                                    CUT TO:

               Andy is waiting in the living room.

                                     BETH
                              (from behind the 
                              bathroom door)
                         Come on in.

               Andy walks into the bathroom, and Beth is completely naked.

               Andy takes a breath.

                                     BETH
                         Do you like?

                                     ANDY
                         I like.

               She walks over to him and takes off his shirt.

                                     BETH
                         Let me help you with that.

               She takes off his pants. He gets pale. She leans down and 
               takes off his underwear. (The nudity is mainly tastefully 
               hidden.)

                                     ANDY
                         I could have gotten that, but thank 
                         you.

               She stares at him. He takes a deep breath, then leans in to 
               kiss her. This is it.

               When he does, she puts her finger on his lips.

                                     BETH
                         Before we start I want to show you 
                         what gives me pleasure.

               She gets in the tub. Her hand moves down her body.

               CLOSE UP OF ANDY

               For the next full minute we are on a medium shot of Andy's 
               face as Beth pleasures herself.

               We do not hear a lot of noise. A little breathing and the 
               occasional splash.

               Andy's face goes through a kaleidoscope of emotions: 
               interested, happy, shocked, ashamed, frightened.

               ANGLE ON THE BATH

               We see Beth for a moment from an angle which disguises what 
               she is doing, but we see her ecstatic face.

               ANGLE ON WHERE ANDY WAS

               Andy is now gone. He must have run out in the four seconds 
               the camera was off of him.

                                                                    CUT TO:

               EXT. BETH'S APARTMENT - NIGHT

               Andy walks out the front door and is surprised to find -- 
               Jay about to knock on the door.

                                     JAY
                         Don't do it.

                                     ANDY
                         What?

               In the background we hear the quiet sounds of Beth moaning. 
               As the scene plays out she gets louder and louder.

                                     JAY
                         Have sex with Beth. If you love Trish, 
                         then it'll all work out. I'm sorry 
                         for giving you stupid advice.

                                     ANDY
                         Don't worry, I didn't. But if you 
                         don't get out of my way, she might 
                         come out here and force me to do it.

                                     JAY
                         Well, hurry. Trish is looking for 
                         you. She's really worried.

                                     ANDY
                         Okay. I'll get in touch with her 
                         right away.

               They both hear the moaning.

                                     JAY
                         What is going on in there? Is someone 
                         else in there?

                                     ANDY
                         Just Beth.

                                     JAY
                         Maybe I should go in there.

                                     ANDY
                         I wouldn't.

                                     JAY
                         Yeah, you're right. That was stupid.

               They listen for another beat as Beth reaches her peak, then 
               both run off -- for different reasons.

               EXT. STREETS - NIGHT

               Andy rides his bicycle home, anxious to call Trish and tell 
               her how much he cares for her.

               EXT./INT. ANDY'S APARTMENT - NIGHT

               Andy locks his bike, and enters his home.

               When he enters, he sees Trish looking very upset.

                                     ANDY
                              (attempting nonchalance)
                         Trish. What's going on?

                                     TRISH
                         Maybe you should tell me.

                                     ANDY
                         Okay, here's the thing. I realize I 
                         made a mistake. The reason I went 
                         out --

                                     TRISH
                         What's this?

               Trish holds up a stack on movies: 'The Blue Lagoon,' '9 1/2 
               Weeks,' several Michael Douglas films and several pornos. 
               Andy realizes this isn't about his date with Beth.

                                     ANDY
                         Those are David's.

                                     TRISH
                         And this?

               She holds up his speed dating "rating card." On it, in his 
               handwriting, is the names of women and his comments. We see 
               phrases like, "she seems nice," "very nice," "I like her, 
               she was nice," "No!! She scared me," "nice, smelled like my 
               grandma."

                                     ANDY
                         I did that before I met you. It was 
                         silly.

                                     TRISH
                              (points to the computer)
                         Your picture is on Match.com. And 
                         you have all these books about how 
                         to have sex. A lot of them have 
                         disturbing pictures in them.

                                     ANDY
                         Well, when I bought those I didn't 
                         realize the pictures would be so --

                                     TRISH
                         Why do you have them?! What kind of 
                         sick pervert are you? Are you some 
                         kind of sex maniac? Everything in 
                         your apartment is about sex. Is that 
                         all you think about? Is that all you 
                         care about?

                                     ANDY
                         No. Of course not. I have never even 
                         tried to have sex with you.

                                     TRISH
                         Well, then what the hell are you 
                         trying to do? What are you buttering 
                         me up for?

               She takes a beat.

                                     TRISH
                         You're not going to kill me are you?

                                     ANDY
                         No, I, I, I... I love you.

               She stares at him, contemplates what he said then runs out 
               the door. Andy runs after her.

                                     ANDY
                         Trish, wait!

               EXT. ANDY'S APARTMENT - CONT

               Trish runs to her car. Andy follows. She drives off. Andy 
               chases her with his bike.

               After pedaling hard he reaches her window and drives along 
               next to her.

                                     ANDY
                         Trish, stop!

                                     TRISH
                         Get away before you get hurt!

                                     ANDY
                         I love you. I swear. That is why I 
                         never tried to make love to you. I 
                         was scared.

                                     TRISH
                         Why would you be scared?

                                     ANDY
                         Because... because, I've never done 
                         it before.

                                     TRISH
                         You said you lost your virginity at 
                         fourteen.

                                     ANDY
                         I lied. I am a virgin. I always have 
                         been.

                                     TRISH
                         But, you're forty one years old.

                                     ANDY
                         You don't need to point that out. I 
                         am well aware of that fact.

                                     TRISH
                         I don't know what to believe. But I 
                         am pretty sure I don't believe you.

               She drives off. She slows down for a red, then it turns green 
               and she takes off. Before she can Andy drives his bike in 
               front of her car, and drives from side to side so she can't 
               get past him.

                                     ANDY
                         Look at me. I collect action figures. 
                         Look how I walk. I ride a bicycle to 
                         work. And I date the most wonderful, 
                         beautiful woman in the world and I 
                         don't just grab her and ravage her.
                              (beat)
                         Because I'm a virgin.

                                     TRISH
                         Why?

                                     ANDY
                         It almost happened a bunch of times 
                         when I was younger, but it didn't 
                         work out, then when I got older there 
                         were some close calls that went kind 
                         of bad. Then I got scared. Then I 
                         gave up. Then I got more scared. 
                         Then I met you.

               Trish stops the car. She stays in the car as he speaks to 
               her.

                                     ANDY
                         I'm sorry I didn't tell you right 
                         away.
                              (beat)
                         So?
                              (beat)
                         Don't leave me hanging here. What do 
                         you think? Am I defective? Am I 
                         abnormal?

               Trish kisses him hard on the lips. It is very passionate. 
               They kiss for a long time.

                                     TRISH
                         Andy, the most important thing in my 
                         life is my family. I know that from 
                         the outside my situation may not 
                         seem like a bed of roses, but it is.

                                     ANDY
                         I know. And I want to be a part of 
                         it.

                                     TRISH
                         I love you, Andy.

                                     ANDY
                         I love you, Trish.

                                     TRISH
                         Now what do we do?

               Andy thinks about this.

                                                                    CUT TO:

               EXT. A BEAUTIFUL HILLSIDE OVERLOOKING THE OCEAN - DAY

               Andy and Trish are getting married. Everyone is there, all 
               her kids even the twenty six year old and her daughter, 
               everyone from work, Jay is there with Jill, David is back 
               together with his ex-girlfriend, Cal is there with the 
               tattooed woman from speed dating. Aboojay from work is there 
               with his date, Beth.

                                     PRIEST
                         You may now kiss the bride.

               Andy and Trish kiss. The crowd explodes with cheers. They 
               run down the path as children throw flowers at then.

                                                                    CUT TO:

               INT. HOTEL BEDROOM - NIGHT

               Andy and Trish are in bed, under the covers.

                                     TRISH
                         Are you ready?

                                     ANDY
                         Yeah. Definitely.

                                     TRISH
                         Okay.

                                     ANDY
                         Wait! I need another second.

               He takes a deep breath.

                                     ANDY
                         Now I'm ready.

                                     TRISH
                         Here we go.

               The screen fades to black.

               GRAPHIC UP: "THE END"

               CREDITS ROLL

               OVER CREDITS WE SEE:

               EXT. FANCY BEACH FRONT HOTEL - MORNING

               Andy walks out of his room.

               MUSIC UP: "THE AGE OF AQUARIUS"

               Andy is overjoyed. He breaks into a very elaborate dance. 
               The employees of the hotel join him in the happiest dance 
               sequence ever filmed.

               Trish comes out and joins in. It is like the Central Park 
               scene from "Hair."

               It is a new day for Andy.

                                                                  FADE OUT: