UNTITLED


























	 Cameron Crowe
	 December, 1998







					UNTITLED

	1	FADE IN								1

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

	2	EXT. PACIFIC OCEAN -- DAY					2

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

	3	EXT. NEIGHBORHOOD SHOPPING CENTER - DAY				3

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

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

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

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

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

	TITLE: 1969

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

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

	5	INT. KITCHEN -- DAY						5

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

					WILLIAM
			- so Livia -

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

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

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

					ANITA'S VOICE
			Hey Mom!  I already ate.

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

	6	INT. LIVING ROOM -- DAY						6

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

					ELAINE
			You sure?  I'm making soy cutlets.

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

					ANITA
			I'm fine.  Already ate.

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

					ELAINE
			Wait.  You've been kissing.

					ANITA
				(too quickly)
			No I haven't.

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

					ANITA
			No I haven't.

					ELAINE
			Yes you have.  I can tell.

					ANITA
				(boldly)
			You can't tell.

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

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

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

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

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

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

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

					ANITA
			Simon and Garfunkel is poetry!

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

	CLOSE ON BOOKENDS ALBUM COVER

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

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

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

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

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

					ELAINE
			That was an experiment.  But I
			understand -

					ANITA
			What else are you going to ban?

					ELAINE
			Honey, you want to rebel against
			knowledge.

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

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

	These are the words that sting Mom most.

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

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

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

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

					WILLIAM
			Mom --

					ELAINE
			Everything I say is wrong.

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

					WILLIAM
			I don't hate her.

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

	William looks vaguely confused.

					ELAINE
			Sweetheart, don't be a drama queen.

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

					ANITA
			Feck  you!  All of you!

					ELAINE
			Hey!

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

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

					WILLIAM
			I think she said "feck."

					ELAINE
				(sputtering)
			What's the difference?

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

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

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

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

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

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

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

	9	INT. JUNIOR HIGH LOCKER ROOM -- DAY				  9

					VOICE
				(louder)
			Are you really in our grade?

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

					WILLIAM
			Yeah.

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

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

					GUY # 1
			How old are you man?

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

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

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

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

					GUY # 2
			Yeah.  Where are your pubes?

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

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

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

	10    INT. FAMILY CAR -- DAY						10

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

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

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

					WILLIAM
			We got our annuals today --

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

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

					ELAINE
			Enjoy it while you can.

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

					ANITA
			Mom.  It's time.

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

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

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

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

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

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

					WILLIAM
			They do?

					ELAINE
			What's a "Narc?"

					ANITA
			(bleeding for her brother)
			A Narcotics Officer!

					ELAINE
			Well what's wrong with that?

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

	Their silence is eloquent.

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

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

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

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

					ELAINE
				(that one hurts)
			He never asked.

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

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

					ANITA
			You put too much pressure on him!

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

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

					WILLIAM
			... am I?

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

					WILLIAM
			(horrified, voice crackling)
			ELEVEN?

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

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

					WILLIAM
				(still in shock)
			E - leven.

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

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

					ANITA
			You've robbed him of an adolescence!

					ELAINE
			Adolescence is a marketing tool.

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

					WILLIAM
			Okay!

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

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

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

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

					ANITA
			What about me?

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

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

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

	11    INT. WILLIAM'S BEDROOM -- DAY					11

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

	12    INT. LIVING ROOM - DAY						12

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

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

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

	13    EXT. FRONT LAWN -- DAY						13

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

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

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

					ELAINE
			How can she leave such a loving family?

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

					ANITA
			One day you'll be cool.

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

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

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

					ELAINE
			She'll be back.

	In the distance we hear the whoop of her daughter.

					ANITA
			YEAHHHHH-HOOOOOOOO.

					ELAINE
			Maybe not soon...

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

	14    INT. DARRYL'S CAR - DAY						14

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

	15    INT. BEDROOOM -- NIGHT						15

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

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

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

	TITLE:  1973

	DETAIL SHOT OF NOTEBOOK

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

	16    INT. JOURNALISM CLASS -- DAY					16

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

	17    EXT. FOOD MACHINES - DAY						17

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

	18    EXT. LUNCH COURT -- DAY						18

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

	CLOSE ON PHOTOS IN MAGAZINE

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

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

	19    EXT. PARKING LOT - DAY						19

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

	HIGH-SCHOOL MARQUEE

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

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

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

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

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

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

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

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

					BANGS
			Found it!!

	21    EXT. RADIO STATION -- DAY						21

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

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

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

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

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

					BANGS
			What are you like the star of your
			school?

					WILLIAM
			They hate me.

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

	The kid nods, they walk.

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

					WILLIAM
			I did?

					BANGS
			Oh yeah.  It's over.

					WILLIAM
			Over?

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

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

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

					BANGS
			What do you type on?

					WILLIAM
			Smith-Corona Galaxis Deluxe.

					BANGS
			You like the new Lou Reed?

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

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

					WILLIAM
				(standing his ground)
			If you like Lou.

					BANGS
			Take drugs?

					WILLIAM
			No.

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

					WILLIAM
			Me too.  The writing part...

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

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

					WILLIAM
			Okay.  See you.

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

	WIDE SHOT - SOLITUDE

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

	23    INT. DINER -- DAY							23

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

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

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

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

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

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

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

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

	The kid leans forward as Lester finds the right word.

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

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

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

					WILLIAM
				(attempting cool)
			An assignment.

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

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

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

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

	24    INT. FAMILY CAR -- NIGHT						24

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

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

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

					WILLIAM
			You can drop me off here.

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

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

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

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

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

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

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

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

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

					HAPPY CONCERT GOERS
			Don't take drugs!!

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

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

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

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

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

					SCOTTY
			Not on the list.

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

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

	The magazine hangs in mid-air.

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

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

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

	Slam.  Lock.

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

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

					ESTRELLA
			Who are you with?

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

					ESTRELLA
			No, who are you with?  What band?

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

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

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

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

					PENNY LANE
			Not a "what"?

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

	The two girls are deeply insulted by the word.

					ESTRELLA
			Ohhh!

					WILLIAM
			Sorry, I -

					PENNY LANE
			We.  Are not.  "Groupies."

	Estrella indicates Penny with great reverence.

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

					WILLIAM
			-- sorry.

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

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

					ESTRELLA
			She used to run a school for Band Aids.

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

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

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

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

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

					WILLIAM
			Right.  Right.

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

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

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

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

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

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

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

					WILLIAM
			William.

	Silent beat.  His name lands like a thud.

					POLEXIA
			Here comes Sabbath!

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

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

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

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

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

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

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

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

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

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

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

	BAM -- THE BACKSTAGE DOOR OPENS

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

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

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

					SCOTTY
			Oh no.  Not this one --

					SAPPHIRE
				(off William)
			Who brought Opie?

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

					PENNY
			He's with us.

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

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

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

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

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

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

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

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

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

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

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

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

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

					JEFF
			The enemy!  A rock writer!

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

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

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

					WILLIAM
			Okay.  Okay.  I could do that.

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

					LARRY
				(in background)
			That was Rolling Stone.

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

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

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

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

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

					JEFF
			Yeah, come back here!!  Keep going!

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

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

					SCOTTY
			Not this one.

					RUSSELL
			He's with us.

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

	Russel craves the confrontation and moves forward closer to
	Scotty.

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

	27    INT. BACKSTAGE HALLWAY -- NIGHT					27

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

					RUSSELL
			Red Dog!

					RED DOG
			We're playing here tomorrow night.

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

	Russel clamps an arm around Red Dog's neck.

					RUSSELL
			How're the guys?

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

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

	28    INT. DRESSING ROOM -- NIGHT					28

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

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

					JEFF
			Some money would be nice.

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

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

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

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

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

					JEFF
			And the chicks are great.

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

					WILLIAM
				(elegantly)
			The buzz?

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

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

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

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

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

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

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

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

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

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

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

					WILLIAM
			Yeah.

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

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

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

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

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

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

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

					PENNY LANE
			I found you a pass.

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

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

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

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

					WILLIAM
			Eighteen.

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

					WILLIAM
			Seventeen.

					PENNY LANE
			Me too.

					WILLIAM
			Actually I'm 16.

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

					WILLIAM
				(confesses)
			I'm 15.

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

					WILLIAM
				(immediately)
			No.

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

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

					PENNY LANE
			It's a long story.

					WILLIAM
				(quick study)
			Right.  Right.

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

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

					RUSSELL
			The Enemy!

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

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

					WILLIAM
			Russell, this is Penny Lane.

					PENNY LANE
				(stepping into view)
			Pleasure.

					RUSSELL
			Penny Lane?  Like the song, right?

					PENNY LANE
			Have we met?

	THEY SHAKE

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

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

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

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

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

	30    INT. BACKSTAGE -- NIGHT						30

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

					RUSSELL
			- get in the huddle.

	Russell pulls William into the band's huddle.

	SHOT LOOKING UP AT THEM

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

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

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

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

	31    EXT. BACKSTAGE -- NIGHT -- LATER					31

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

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

					WILLIAM
			"The Riot House?"

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

					WILLIAM
				(attempting cool)
			Right.  Right.

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

					DICK
			Let's blow this burg!

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

					WILLIAM
			Got it.

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

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

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

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

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

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

					WILLIAM
			PENNY!

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

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

					PENNY LANE
			I think I've heard of it.

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

					PENNY LANE
			I get the gist.

					WILLIAM
			How well do you guys know each other?

	She smiles privately.

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

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

	32    EXT. SPORTS ARENA -- NIGHT					32

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

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

					WILLIAM
			I think I live in a different world.

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

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

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

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

					WILLIAM
			Yes.

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

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

					WILLIAM
			Okay.

					PENNY
			It's all happening.

					WILLIAM
			It's all happening.

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

								 FADE OUT:

	FADE IN:

	33    ON TAPE RECORDER							33

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

	INT. WILLIAM'S BEDROOM - DAY

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

					WILLIAM
			Hey Darryl.

					DARRYL
			Hey.

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

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

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

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

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

					DARRYL
			We flew the friendly skies -

					WILLIAM
			Okay -

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

					WILLIAM
			No.

					DARRYL
			You seem cooler.

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

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

					WILLIAM
			A little might not be enough.

					DARRYL
			She still freaks me out.

					WILLIAM
				(nods, an old issue)
			Yeah -

					DARRYL
			She's famous.

					WILLIAM
			Listen -

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

					WILLIAM
			Cool.  Alright.

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

					DARRYL
			Okay, man.

					WILLIAM
			Okay, man.

	34    INT. LIVING ROOM -- EVENING					34

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

					ELAINE
			I worry about the drunk drivers.

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

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

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

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

					WILLIAM
			I thought it was pretty good.

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

					WILLIAM
			I will call you if anyone
			anywhere gets drunk.

					ELAINE
			Good.

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

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

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

					WILLIAM
			Mom?

					ELAINE
			Yeah -

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

					ELAINE
			Oh... okay.

					WILLIAM
			I-love-you-bye.

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

	35    EXT. WILLIAM'S HOUSE -- NIGHT					35

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

	36    EXT. SUNSET BOULEVARD -- LATER NIGHT				36

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

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

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

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

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

					WILLIAM
			What is it with you and Russell?

	37    EXT. SUNSET BOULEVARD -- NIGHT					37

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

	38    INT. HYATT HOUSE LOBBY -- NIGHT					38

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

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

					ROADIE # 1
			Penny Lane!!

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

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

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

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

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

					ROADIE # 3
			Again?

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

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

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

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

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

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

					PENNY
			Please.  I throw the little ones back.

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

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

					WILLIAM
			Polexia!

					POLEXIA
			Opie!!!

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

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

					PENNY
			Ric is a Zeppelin fan.

					WILLIAM
			Yeah, I picked that up.

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

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

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

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

	Ric rushes back to the elevators.

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

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

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

					WILLIAM
			Harry Houdini, please.

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

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

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

					PENNY LANE
			Okay.  Time to put on the lampshade.

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

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

					RUSSELL/OTHERS
			PENNY!!  PENNY LANE!!

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

					RUSSELL
				(impressed to see him)
			Alright.

					WILLIAM
				(happy to be there)
			Alright.

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

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

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

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

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

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

	Russell moves towards Penny.

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

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

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

	ON PENNY

					PENNY
			I need ice!

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

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

					WILLIAM
			Not on me.

					POLEXIA
			Do you smoke?

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

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

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

					WILLIAM
			I'd be someone else.

					POLEXIA
			Yeah.  Good point.

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

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

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

	41    INT. ICE ROOM -- NIGHT						41

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

					PENNY
				(with real indignation)
			How does it end?

					RUSSELL
			What?

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

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

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

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

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

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

					PENNY
				(quietly)
			Damn.

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

					RUSSELL
			Come to Arizona.

					PENNY
			Never.

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

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

	42    INT. HALLWAY -- NIGHT						42

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

	43    INT. ROLLING STONE MAGAZINE -- DAY				43

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

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

					BEN FONG-TORRES
			William Miller?

								 INTERCUT:

	INT. WILLIAM'S BEDROOM -- DAY

	William is on the phone in his own small room.

					WILLIAM
			This is he.

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

	William instantly, nervously alters his voice to sound older.

					WILLIAM
			Yes it is.

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

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

					BEN
			You should be writing for us.  Any
			ideas?

					WILLIAM
				(voice now to deep)
			How about Stillwater?

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

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

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

					WILLIAM
				(affecting casualness)
			Sounds good.

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

	The kid's eyes widen.

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

					WILLIAM
				(deeply)
			Yes.

					BEN
			What college --

	INT. ELAINE'S HOUSE -- CONTINUOUS

	Elaine now gets on the extension.

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

	She hangs up.

	INT. WILLIAM'S BEDROOM -- CONTINUOUS

	The kid is paralyzed.

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

					WILLIAM
			Crazy.

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

	44    INT. LESTER BANGS HOME -- LATE NIGHT				44

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

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

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

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

	The kid listens intently, and makes notes.

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

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

					LESTER BANGS
			Now.  What are you listening to?

	45    EXT. TEACHER'S LOUNGE -- DAY					45

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

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

	Mrs. Deegan appears in the doorway.

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

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

	47    INT. LIVING ROOM -- LATE AFTERNOON				47

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

					ELAINE
			Whatever it is, the answer is no.

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

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

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

	Carefully gauging Elaine's face, the teacher continues.

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

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

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

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

					DARRYL
			Moral support.

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

					ELAINE
			What's involved?

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

					ELAINE
			Is it time for me to say something?

					MRS. DEEGAN
			Sure.

					ELAINE
			No.

					MRS. DEEGAN
			And in anticipation of that response -

					ELAINE
			No.

					MRS. DEEGAN
			-- William has prepared --

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

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

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

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

					DARRYL
			He's got no friends!!

					WILLIAM
			Darryl.  Please.

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

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

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

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

					ELAINE
			This is going to be hell.

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

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

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

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

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

			ELAINE				WILLIAM
	  When is it going to start -   Soon.

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

								 DISSOLVE TO:

	48    SUN MOVING SLOWLY ACROSS THE SKY					48

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

	49    INT. LIVING ROOM -- AFTERNOON					49

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

	50    EXT. HOME - AFTERNOON						50

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

	51    INT. LIVING ROOM -- AFTERNOON					51

	Mom listens fitfully.  The song continues.

								 DISSOLVE TO:

	52    EXT. HOUSE -- STILL LATER AFTERNOON				52

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

	53    INT. LIVING ROOM - LATER AFTERNOON				53

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

					ELAINE
			What am I supposed to say?   You say
			it's Tolkien, fine.  They sound like
			nice kids.  Is it meant to elevate
			humanity?  "Sure, let's elevate
			humanity.  After we sell you drugs and
			sex."  All I have is my honesty.  That's
			what I believe, and that's what I know.
				(flipping through magazine)
			Oh.  Here's a nice ad.

	She holds up the magazine.  And ad reads, in large bold type:
	BUY THIS FUCKING ALBUM.

					ELAINE (cont'd)
			You've clearly ganged up on me, and I
			still say no.  No no no no no no no.

	She shuts her eyes, and blurts out something against her better
	judgement.

					ELAINE (cont'd)
			NO MORE THAN FOUR DAYS AND I WANT A
			PHONE NUMBER FOR WHERE YOU ARE EVERY
			MINUTE AND I WANT YOU TO CALL ME TWICE
			A DAY AND YOU'D BETTER NOT MISS ONE
			TEST - AND NO DRUGS.

	William nods gratefully, and exits frame.  Hold on the empty
	chair, as drums herald the beginning of the Allman Brothers
	Band's "Trouble No More" from Live at Fillmore East.

	SHOT MOVES IN ON ELAINE

	who feels a very particular kind of loneliness.  It's the
	loneliness she got married, and then raised a family, to escape.

	54    INT. STILLWATER TOUR BUS -- DAY					54

	An empty Heineken beer bottle rolls up and down the aisle,
	taking us to William.  William picks up the bottle and places
	it in the seat back pocket in front of him.  He has joined the
	circus, and the feeling of being here is a lot more lonely and
	forbidding than he expected.  The bus struggles to make it up
	the hill, back rows shuddering loudly, as music continues.

					DICK
			C'mon, Doris!  Darling Bus.  You can
			make it!

	55    EXT. NEVADA DESERT HIGHWAY -- DAY					55

	The Stillwater Tour Bus rumbles down the desert highway.  The
	destination banner reads - ALMOST FAMOUS -- TOUR 73.  Music
	continues.

	56    INT. BUS - DAY							 56

	William strains for a look at Russell five rows up.  He plays
	slide guitar, working out a part.   Next to Russell is Penny
	Lane.  Penny raises an early-model Polaroid camera and - flash
	- takes a picture of a nearby sleeping Jeff Bebe.

					PENNY
			Gotcha.

	Jeff grumbles from the depths of a hangover.  Penny stuffs the
	shot in her pocket.  William watches, his private heart pounds.
	Polexia appears and sits next to him, noticing his shyness.

					POLEXIA
			Do you have any pot?

					WILLIAM
			No.  I'm a journalist.

					POLEXIA
			Well, go do your job then.  You're on
			the road, man.  It's all happening!  Get
			in there.  Go talk to 'em!

	Challenged, William rises and approaches Russell.  He fixes
	the charismatic guitarist in his sights. Shot takes him down
	the aisle to the jamming star guitarist.  He crouches in the
	aisle and talks to Russell who immediately seems moody.  His
	mood is in the air.

					WILLIAM
				(very professional)
			Russell.   Do you think we might be
			able to find some time to talk when we
			get to Phoenix?  I want to interview
			everyone separately... and I felt we'd
			start with you and me.

	Nearby, Jeff now listens in, feeling immediately jealous.

					RUSSELL
			Absolutely.

	Russell turns away.  The kid squats uncomfortably in the aisle,
	babbling on.

					WILLIAM
			Because I've got a thing in a couple
			days.

					RUSSELL
			What.

					WILLIAM
				(self-conscious)
			It's a... thing where... uhm... you go
			there to graduate.  School.

					RUSSELL
				(sharply)
			I never graduated.  And look what
			happened.  You're here interviewing me.

	Good point.  Laughs from everybody listening nearby.  It's a
	good line.  William makes a quick jot in his notebook.

					RUSSELL (cont'd)
			No no no.  Don't put that in Rolling
			Stone.  My bio says I graduated.  We'll
			come up with something better later.
			Just enjoy the ride.

	Russell eyes the notebook suspiciously before turning away.
	Penny notices William's discomfort, laughing warmly, all while
	grabbing a Coke and giving one to nearby bassist Larry.

					LARRY
			How did you know I was thirsty?

	He didn't even realize he was thirsty, but he is.  He nods
	thanks to Penny, the perfect road companion for all.  And then
	Penny gives the other Coke, her Coke, to William.  He accepts
	it too, and starts back to his seat.  He's been blown off, and
	he knows it, but before he exits Penny grabs his arm and
	whispers in his ear:

					PENNY
			I may need to stay in your room tonight.
			Russell's in a bad mood.  He's very
			Bob Dylan in Don't Look Back today.
			He's trying to write.

	William nods cooly -- they are comrades -- and returns to his
	seat.  A large joint passes in front of him, across him, to
	Polexia, as everyone cheers Doris the Bus rumbling up another
	hill.

					POLEXIA
				(inhaling deeply)
			Want some?

					WILLIAM
			No thanks.

	A wall of pot smoke is exhaled, right into his face.  It
	surrounds him like a cloud.   The bus shudders, as Russell
	continues playing slide up ahead.

	57    INT. WILLIAM'S LIVING ROOM - NIGHT				57

	Elaine sits in her living room, filled with her books.  Large
	Department store photos of her children on the wall.  She feels
	her own loneliness, and his too, as she dials a phone number.

					ELAINE
			Has William Miller arrived yet?  He
			hasn't.  Could you give him a message
			as soon as you see him? -

	58    INT. BUS -- NIGHT							58

	Several hours later on this ride.  Outside, night and desert.
	Inside, a few cigarettes, a joint of two glow in the darkness
	of the bus.  The end of the Led Zeppelin classic "Whole Lotta
	Love" plays from the bus stereo, full blast.  Everybody is
	free and anonymous in the dark.  They sing at full-volume.
	William looks out the window in wonder.

					ZEPPELIN/ALL
			"Way down inside... (woman)
			woman...  you need... "

	The ten-ton guitar chord of Jimmy Page.

					ZEPPELIN/ALL (cont'd)
			"Loooooooooooooooooooooooovvve... "

	John Bonham's drums thunder through the bus, everybody still
	singing as they dip down into the city ahead, Phoenix.  William
	watches the living documentary around him.  He writes furiously
	in the green notebook, scribbling in the dark, trying to steady
	his writing on the bumpy bus.  Behind him, someone is beating
	along to the song on his seat.  He never want to leave this world.

	59    INT. ARIZONA RAMADA INN LOBBY -- NIGHT				59

	All enter the lobby like warriors, in a pack.  The hotel chairs
	are spotted with curious hangers-on, decked out and lounging.
	Dick is already stationed, as always, at the front desk.   The
	sad state of hotel service grates on a road dog like Dick.  He
	is forever teaching others their jobs.

					DICK
			Jeff, Tony... Keys... keys... keys...
			room list...
				(re: luggage, to hotel
			bellman)
			If it doesn't have a number on it, it
			ain't ours!

	He gives key and a stack of messages to Russell, and turns to
	William who he makes feel more important.  Penny is nearby with
	her suitcase and tackle box purse.  William watches Russell's
	guitars whisked away - they are luggage-numbered 1, 3, and 4.

					DICK (cont'd)
			The Enemy!  Here you go, here's the key to
			your palatial suite, room list, plus let me
			give you a luggage tag.  You're Number 42.

					CLERK
			Is this Mr. Miller?  You have a message
			from Elaine.

					WILLIAM
			Thanks.

					CLERK
				(confidentially)
			She's a handful.

					WILLIAM
			I know.

	William cooly takes the folded message, doesn't look at it,
	and tries to pretend this embarrassing moment didn't happen.
	Jeff exchanges a look with Russell.  Nearby, the walking
	commotion arrives, clacking through the lobby.  It's Sapphire.
	Last night's clothes are now today's.  She holds a travel case,
	and hanger with some odd blouses.

					SAPPHIRE
			Finally, you're here!!  They kicked me
			out of my room!  Fuck Ozzy!

	She hugs Penny Lane.  Estrella appears, happy to have help
	with Sapphire.

	ON RUSSELL

	who approaches William.

					RUSSELL
			Come by in a few minutes.  We'll do
			the interview.

	The kid exits and goes to join Penny, who is still comforting
	Sapphire.  Russell looks through his messages.  The guitar,
	now in a case, never leaves his hand.  Jeff Bebe approaches,
	regarding William standing with Penny and the girls.  Intrigue
	is swirling in the lobby.

					JEFF
			I'm worried, man.

					RUSSELL
			Naw, we can trust him.  He's a fan.

					JEFF
			But it's Rolling Stone.  He looks
			harmless, but he does represent the
			magazine that trashed Eric Clapton,
			broke up Cream, ripped Led Zeppelin,
			and wrote that lame story about the
			Allman Brothers Band that bummed Duane
			out before he died.  Don't forget the
			Rules.  This little shit is the Enemy.
			He writes what he sees.
				(beat)
			But it would be cool to be on the cover.

					RUSSELL
			Leave it to me.  We'll get a good story.

					JEFF
			Plus our girlfriends read this magazine
			and -
				(looking at Band-aids)
			-- you know.

					RUSSELL
			You made your point.  I'll take to
			him.

	ON WILLIAM BY ELEVATOR

	Penny speaks confidentially to him.  If she is slightly bossy,
	it is only because she's good at logistics, emotional and
	otherwise.

					PENNY
			Can Sapphire stay in your room tonight?
			She had a big fight with Ozzy, and
			Polexia's not working out with Jeff
			Bebe.
				(to Sapphire and Polexia)
			You just have to remember... these
			guys are jealous, insecure, talented,
			egocentric, and manipulative geniuses...
			they're lead-singers.   They can say
			"I love you" to 20,000 people... but
			any fewer is a real problem.
				(girls nod, comforted, she
			continues to the kid)
			Jeff Bebe has so much jealousy over
			Russell that he can't express.  Plus,
			he never slept last night.   You keep
			Sapphire and I'll stay with Russell.

	William covers his disappointment over losing Penny as a
	roommate.  Cooly:

					WILLIAM
			Sure.  I'll take her.

					POLEXIA
			Me too?

					WILLIAM
			Sure.

	Estrella arrives with travel bag, equally homeless, looking
	hopeful.

					WILLIAM (cont'd)
			If there's room -

	Penny squeezes him.  He feels cool... but the girl he really
	wanted to stay in his room now joins Russell, disappearing
	into the elevator.  He looks down at the message in his hand,
	and opens it.

	It reads: DON'T TAKE DRUGS!  He snaps it closed quickly, before
	anyone can see.

	59A   IN. RUSSELL's ROOM -- NIGHT						59A

	Russell plays acoustic guitar, a notebook cradled on his lap.
	Trying to write.  It's coming slowly.  Shot moves off him,
	past a flickering television, onto Penny who silently and
	intently watches Russell as if he's a rare and beautiful bird.
	He looks over at her - she turns away quickly.  He goes back
	to work.  Tries to catch her watching him again.  She turns
	away just in time.

	60    INT. WILLIAM'S HOTEL ROOM -- NIGHT				60

	Stillwater's "Fever Dog" plays from the t.v. radio.   William
	on the bed, a thick local phone book on his lap.  His hotel
	room.  He watches self-consciously as the girls go about the
	ritual of inhabiting a room on the road.  Sapphire flutters a
	paisley scarf over the room lamp.  Polexia puts a towel along
	the crack of the door, blows out the glowing embers on too-
	many sticks of incense, and moves to the phone.  Estrella has
	joined them as well, complete with a bag full of shoes.
	Instantly, we have atmosphere and not much room left in this,
	the smallest room in the hotel.   William thumbs through the
	phone book with fascination.

					WILLIAM
			All these people.
				(wondrous, off phone book)
			And they all live in Phoenix.

					POLEXIA
				(on phone)
			Hi Dad!!  I can't talk long!  I'm here in
			Paris.  I'm staying in another Youth Hostel
			with no phone and no address for mail!!

					WILLIAM
			(still wondrous, from phone
			 book)
			Alex.  Lowbatz.

					SAPPHIRE
				(emerging from bathroom)
			I was the one who told him what to
			tattoo on his fingers, I was the one
			who made his shirts... I was there
			when his wife left him.

					WILLIAM
			Charles.  C.  Swoop.

					POLEXIA
				(on phone)
			I CAN SEE THE EIFFELL TOWER.  DO YOU
			KNOW THERE ARE 578 STEPS TO THE TOP?

	She's reading from a European tour book.

					WILLIAM
			Paul and Debbie Finger.

					ESTRELLA
				(looking out window)
			Oh my God.  Simon Kirke of Bad Company
			is by the pool.

	The girls mobilize by the window.  William is increasingly
	aware that he is an outsider in his own tiny room.  He tries
	to organize his stuff in the corner.

					POLEXIA
			I GOTTA GO!  I'LL CALL FROM ROME!

					ESTRELLA
			Is anybody here as worried about Penny
			and Russell as I am?

					POLEXIA
				(the perfect daughter)
			AND HAPPY BIRTHDAY TO MAGGIE!!
			I LOVE YOU!!

	She winks at William, who looks away.

					SAPPHIRE
				(to Polexia and William)
			Ooo, watch out - whoever you look at
			when you say that - that's who you
			really mean.

	Polexia hands up and throws a pillow at Sapphire,  the kid
	watches these girls like a tennis match.

	60A   IN. PENNY AND RUSSELL'S ROOM - SAME TIME				60A

	Russell puts down his guitar.

					RUSSELL
			You know.  We should talk about what
			we don't talk about.

					PENNY
			We don't have to.

					RUSSELL
			No, I - I went to Catholic school.  I
			believe in guilt and... you know, if
			there's any to be had, I pretty much
			want to roll around in it.

					PENNY
			I don't believe in attachments.  No
			boundaries.  Just the music.

					RUSSELL
			I'm just saying, it's okay to talk
			about it.

	Penny stands and turns.  She speaks the word.

					PENNY
			Leslie.

	Russell nods.  The name is out in the open.

					PENNY (cont'd)
			Leslie.  Leslie.  Leslie.  Leslie.
			Leslie.  Leslie.  Leslie.  Leslie.

					RUSSELL
				(somehow satisfied)
			Alright - now we're talking.

	But she continues, saying the name in a multitude of different
	ways, in different accents, and with different degrees of
	indifference and passion and lust and play-acting and mock-
	drama.

	PUSH IN ON HIS FACE

	As he listens and studies this ethereal creature for meaning.
	Is she mocking him?   In love with him?  Taunting him?  Seducing
	him?

					PENNY
			Leslie.  Leslie.  Leslie.  Lesssssslie.
			Leslie.  Leslie.  Leslie.  Leslie.
			Leslie.  Leslie.  Leslie.  Leslie.
			LESlie.  Leslie...

	She continues saying it until it no longer has meaning.  And
	finally she sits next to him.

					PENNY (cont'd)
				(beat)
			Now.  Have I helped you get that off
			your chest?

	They kiss.

	60B   INT. WILLIAM'S HOTEL ROOM - SAME TIME				60B

	The girls continue their settling-in process.

					SAPPHIRE
			Opie, can I order room service?

	The nickname "Opie" re-opens a nagging wound.  Polexia hangs
	up, and begins to dial again.

					WILLIAM
			Okay.  You guys.  Wait.   Put down the
			phone, Polexia.
				(she does, sadly)
			First, this is my room...

					SAPPHIRE
			Come on, you're a fan like us.  You're
			on our side of the line.

					WILLIAM
			Second.  I'm not Opie.  Alright?  Opie
			is a little boy.  I'm here to do a
			job.  I am a professional.

					ESTRELLA
				(flipping luggage tag)
			Ooooooo, sorry, Mr. 42.

					WILLIAM
			Third!
				(has their attention now)
			... this phone is a big, big deal.  In
			a minute, I have to go interview
			Russell.  Do not answer this phone if it
			rings.  I have family members with
			severe anxiety Problems.  She will not
			understand.

					POLEXIA
				(wounded)
			But what if Ozzy calls Sapphire?   And
			I gave Jimmy Page this number.

					ESTRELLA
			Or a guy who looked like Jimmy Page.

	William looks at their troubled faces, full of too much-longing
	and too much make-up.

					WILLIAM
			Okay.   I have a solution.  Answer the
			phone.  But if anyone without an English
			accent is on the phone...
				(winging it)
			Just hang up.  Or say it's the wrong
			room.

	They nod.  It's a good plan.

	61    EXT. HALLWAY -- NIGHT						 61

	The hanging sign on the door reads: DO NOT DISTURB. William
	knocks on Russell's door. A maid pushes up against him with
	her cart, which now blocks the hallway.

					WILLIAM
			SHOULD I COME BY LATER?

	A group of golf conventioneers are now trapped behind the maid
	cart.  They ease past William as he negotiates with Russell
	through the door.

					RUSSELL (O.S.)
			 YES, I'M IN TOO TRUTHFUL A MOOD!

					WILLIAM
			MAYBE THAT'S A GOOD THING!!

					RUSSELL (O.S.)
			I'LL SEE YOU AT THE RADIO INTERVIEW
			LATER!!  TEN-THIRTY IN THE LOBBY.

					WILLIAM
			OKAY!

					RUSSELL
			GO AWAY!

					WILLIAM
			OKAY!

	We hear Penny's giggle.  Then the door opens, and it's Penny
	looking ravishing.  In the background, Russell sits shirtless
	at the table.  He playfully pelts the kid with crumpled up
	wads of hotel stationery.

					PENNY
			Don't worry.  Some to the radio
			interview.

					WILLIAM
			No, I'm fine.  I'll just interview
			Jeff Bebe some more.

					RUSSELL
				(as in "you're on of us")
			GO AWAY!

	She shuts the door quickly.  It hurts a little.  He picks up
	the wadded pieces of paper, stuffs them in his pocket.  He
	leaves the door and helps himself to some soap and pencils and
	matches from the nearby maid's cart.  Then he returns to
	Russell's door.  He can't help but listen to the muffled sounds
	of laughter, just for a moment, escalating.  He flips the sign
	over: HOUSEKEEPING PLEASE ENTER - CLEAN ROOM.

	62    INT. OUTER RADIO STATION - NIGHT					62

	Humble Pie.  "Thirty Days in the Hole."  Russell and band enter
	the radio station, passing through the now-empty front office.
	As always, Russell sets the tone.  He's feeling good.
	Stillwater takes over -- they feel mighty, like the Beetles,
	as they climb across chairs, rearrange wall hangings and gold
	records  and head down the small hallway to the control room
	interview.  Rolling with the flow are William and Penny in her
	green coat.  He tries to distance himself from her -- still a
	little stung by the earlier hallway rebuff -- but she will
	have none of it.  She privately shares every great passing
	moment with him.  He tries not to succumb to these charms.
	It's hard.  Music segues to Stillwater's own "Fever Dog."

	63    INT. RADIO CONTROL ROOM - NIGHT					63

	Stillwater's own record spins, and it sounds good to everyone
	in this room.  Russell takes a seat near the open mike.  Jeff
	Bebe is quick to take the other seat, arranging himself to be
	just as close to the microphone as Russell.  William watches
	all as he sits at the dark back of this control booth.
	Stillwater sits with late-night progressive disc-jockey QUINCE
	ALLEN, 25.

	Quince takes a long hit from a joint and does not pass it.
	The entire Stillwater band is now collected in the studio and
	ready for the interview.   William can't avoid looking at Penny
	Lane, who looks great tonight.  She catches him, and he barely
	looks away in time.  Polexia, newly reconciled with Jeff,
	notices.  The very mellow disc-jockey eases up to the
	microphone, as the finale of "Fever Dog" is just ending.

					QUINCE ALLEN
			The guitar of Russell Hammond.   "Fever
			Dog"...  The band is Stillwater.
				(beat)
			Watch with your mind as they
			materialize.

	Band members gets closer to the microphone, preparing to speak.
	Quince lowers his head, shutting his eyes and getting into the
	music as the song plays out.

	64    INT. HOTEL ROOM -- NIGHT						64

	The phone rings.  Estrella answers.

					ESTRELLA
			William's room.

	INT. ROLLING STONE OFFICE -- NIGHT

	Ben Fong-Torres is calling from Rolling Stone.

					BEN
			Can I please speak to him?  This is
			Ben Fong-Torres at Rolling Stone.

	Estrella panics,  hangs up quickly, as if the phone has just
	caught fire.

					ESTRELLA
			I think I just messed up!

	65    INT. RADIO STATION -- NIGHT -- SAME TIME				65

	Quince raises his head and continues on-the-air.  The same
	song is still ending.

					QUINCE
			Look at the dogs, wearing the funny
			hats.  Juggling just for you.  Freaks
			and family...

	Penny shoots William a look.   Do you believe this guy?

					QUINCE (cont'd)
			It's Quince, with Stillwater.  Here.
			Live.  It's the Night Circus.

	The band scoots closer to the microphone, ready to talk.  Quince
	continues, looking meaningfully at the band.  They are
	waiting... eager for a chance to speak.

					QUINCE (cont'd)
			Every minute a baby is born somewhere..
			Life.  Death.  Hermetically sealed
			bags of human emotion.  Bags of love...
			bags of kindness?
				(suddenly, turns)
			How'd you get together?

	As Jeff eagerly speaks, Quince lowers his head and listens...
	feels... the words of his guests.

					JEFF
			Well... not to get into a "me" thing...
			this is Jeff talking... but I did start
			the band, some time, actually, ago.
			This is back when we were the Jeff
			Bebe band, and I placed an ad in a
			magazine called Peaches looking for a
			guitarist and Russell Hammond answered.

	Quince nods, head bowed, swaying slowly.

					QUINCE
				(with deep understanding)
			Peaches.

	Jeff watches Quince's head lower.  It's hard to know when to
	talk with Quince.  The depth of his mellowness is tough to get
	in rhythm with.

					JEFF
			I think he was a gift from God,
			actually.  Nobody plays like Russell
			Hammond.

					RUSSELL
				(sorta moved)
			Well, shit.  Thank you.

	He instantly realizes he's slipped, on the air.

					RUSSELL (cont'd)
			Ooops.  Better hit the delay button.

	All eyes turn to Quince, whose head stays down, grooving to
	some inner beat.  He says nothing.  The band looks at each
	other.  We become increasingly aware that Quince may now be
	asleep.  Long silence.  William shares an amazed look with
	Penny.  Quince is definitely asleep.  Russell leans forward
	and continues talking quietly, with hilarious sincerity.

					RUSSELL (cont'd)
			Okay - we're talking now, right?  Why
			the fuck do you wait until and interview
			in Arizona to say something nice about
			me.  Why don't you say it to my fucking
			face sometime?  Because I tell you
			every time I think you nailed something.

					JEFF
			Everybody pays you compliments.  It's
			not my fucking job to kiss your fucking
			ass all the time.

					RUSSELL
			Well then who's fucking job is it?
			Because my ass is dying for a kiss.
			And I know yours is too.

					DICK
			It's my fucking job.  You're all
			geniuses.  And let me just add this
			thought - smegma.

	Penny covers her mouth as offers a look of absurdity to William.
	He offers one back, as laughs are stifled throughout the room.
	William shares a look.  Quince is still deeply asleep, as the
	usually quiet tony leans forward to speak.

					TONY
			Feces.

	He cracks himself up, silently.  Quince snaps awake, fully in-
	stride.

					QUINCE
			The dong is called "Love Thing." Your
			mind is Starting to take effect.
			They're all here to see you swallow
			fire.  You scream soundlessly...  on the
			Night Circus.  It's Quince, with
			Stillwater.

	"Love Thing" takes over, as Quince swivels in the chair.

					QUINCE (cont'd)
			I thought that went well.

	66    INT. RENTAL CAR -- NIGHT						 66

	Adrenalized laughter.  The whole band is crammed into a medium-
	sized rental car.  Penny half on William's lap, half on
	Russell's.

					RUSSELL
				(to William)
			See, this is what nobody writes about!
			The in-between times!   This!  Us!
			Right now!!

	67    INT. WILLIAM'S HOTEL ROOM						67

	The phone is ringing.  Estrella emerges from the bathroom with
	no make-up and a t-shirt.  She picks up the phone.  Across the
	room, Sapphire signs for room service.  Now she is far too
	made-up.  The t.v. radio plays Free's "Fire and Water" in the
	b.g.

					ESTRELLA
				(suspiciously)
			Hello?

								 INTERCUT:

	INT. WILLIAM'S HOUSE -- NIGHT

	It's Mom on the phone.

					ELAINE
				(measured, very proper)
			May I speak with William please?

					ESTRELLA
				(cheerfully)
			He's not here.  I think he's in the
			bar with the Band.  They just got back
			from the radio station.  Is this Maryann
			with the pot?

	Silence.

					ESTRELLA (cont'd)
			Hello?

					ELAINE
			No this isn't Maryann with the pot.
			This is Elaine... his Mother.

	Estrella physically recoils.

					ESTRELLA
				(cringing)
			I thought you were English.

					ELAINE
			Could you please give him a message?
			Could you tell him to call home
			immediately?  And could you also tell
			him -
				(at full power)
			I know what's going on.

					ESTRELLA
			Alright.  Okay.  But I'm just going to
			say this, and I'm going to stand by
			it.
				(can't help herself)
			You should be really proud of him.
			'Cause I know guys... and I'll bet you
			do too.  And he respects women, and he
			likes women, and let's just pause and
			appreciate a man like that.   You
			created him out of thin air, and you
			raised him right, and we're all looking
			out for him.  And that's more than
			I've ever said to my own parents, so
			there you go.
				(silence)
			This is the maid speaking, by the way.

	68    INT. HOTEL LOBBY -- NIGHT						68

	Russell and William sit in two large red-leatherette seats in
	the hotel lobby.  William shuffles through many pages of
	questions written in small script.  His tape recorder microphone
	sits balanced on the chair.

					WILLIAM
				(very professional)
			Now that you're starting to be
			successful, you had twenty-six years
			to write your first Album... and you'll
			have maybe four months for the second.
			Do you worry that the pressure of the
			business will get in the way of the
			original joy of making your music?  Or
			-

	Russell blinks.  The all-consuming issues of his life are right
	in front of him.

					RUSSELL
			Whoa!
				(laughing)
			I need three more beers and my guitar
			before I can answer that question.
			Let's take a walk.

	69    EXT. HOTEL POOL AREA - NIGHT					69

	Russell walks the outskirts of the pool area with William.
	William follows him through the sliding glass door to his room,
	facing the pool.  Russell grabs his guitar.  They stand for a
	moment, unheard by the others, and regard the living portrait
	twenty yards in front of them.  The off-limits after-hours
	pool area has been overtaken by the Stillwater tour members.
	Jeff Bebe sits in a chair nearby.  Dick laughs at a joke.
	Always the life of the party, Penny Lane dispenses stolen towels
	from a maid cart.  And she is the first to slip into the pool
	for some after-hours, against-the-rules swimming.  Effortlessly,
	she turns a collection of people into a party.  They regard
	her, well out of earshot of the others.

					RUSSELL
			For a minute I thought you were actually
			a real journalist... which is... you
			know, it's great.
				(beat)
			Shut that thing off, and I'll tell you
			the truth.

	William shuts his tape recorder off.

					WILLIAM
			It's off.

					RUSSELL
			Look.  I trust you.  I'm going to lay
			this right on you.  Just make us look
			cool.

					WILLIAM
			I will quote you warmly and accurately.

					RUSSELL
			That's what I'm worried about.  See -
			some of us have girlfriends back home.
			Some of us have wives.  And... some of
			the people you meet on the road are
			really amazing people...

	They both watch Penny Lane, sparkling, fresh from the pool.
	She places hotel furniture into the shallow end and inviting
	all, even other curious hotel guests, to join them in the pool.

					RUSSELL (cont'd)
			Like you.  And some of the things that
			happen are good for just a few people
			to know about - as opposed to, say, a
			million people.

	Dawn is breaking for William.

					WILLIAM
			Ohhhh.  Oh.  Yeah.

					RUSSELL
			You know what I mean?

					WILLIAM
			Right.  Yeah.

					RUSSELL
			See, you're dangerous.  Most people
			are just waiting to talk, but you
			listen.

					WILLIAM
			Right.  Right.

					RUSSELL
			So your question you asked me.  I think
			about It every fucking night.  The
			"business."  I hate it!
				(quietly)
			I grew up with these guys, okay?  I
			can't play all that I can play, I'm
			past these musicians, do you understand?

					WILLIAM
			I do.

					RUSSELL
			The more popular we get, the more I
			can't walk on them, the bigger their
			houses get, the more pressure... you
			forget, man.  You forget what it was
			like to be real, to be a fan.  You can
			hear it in a lot of bands who've been
			successful - it doesn't sound like
			music anymore.  It sounds like...
			like lifestyle maintenance.
				(suddenly confessional)
			I used to be able to hear the sounds
			of the world.  Everything, to me, used
			to sound like music.  Everything.  Now
			I don't hear it.   You know what I'm
			trying to say?

					WILLIAM
				(ruefully)
			Yeah.

					RUSSELL
			Man, it feels good to say this stuff
			out loud.  But what am I doing?  I'm
			telling secrets to the one guy you
			don't tell secrets to.

					WILLIAM
				(feeling included)
			No, that's okay.  We'll do the interview
			tomorrow.

					RUSSELL
			This is good.  So there's the "friend"
			and then there's the "interview guy."

					WILLIAM
			Yeah.

					RUSSELL
			So tonight it's "friend".... and when
			we wake up tomorrow - "interview guy."
			We'll figure it out as we go, buddy.

					WILLIAM
			Hey - for whatever it's worth - you
			guys are really good.

	Russell laughs at the kid's easy naivete.  He hands his guitar
	to the kid, and joins the party.  William watches, part of the
	crowd... somehow feeling a little compromised.  He doesn't
	care.  Penny gestures for him to join them.

	70    EXT. SUN STADIUM - AFTERNOON					70

	William interviews Larry in the seats of the empty arena.  On
	stage, Ed soundchecks his drums.

					WILLIAM
			How would you describe your role in
			Stillwater?  What is the chemical that
			you add to the chemistry?

					LARRY
			I'm the bass-player.

					WILLIAM
				(pressing for some poetry)
			Right.  And when you take that away...
			what would be missing?  Stylistically?
			What chemical?

					LARRY
				(not getting it)
			The bass?

	Larry doesn't give him much.

	71    EXT. SUN STADIUM - NIGHT						 71

	It's raining.  The pre-show huddle breaks up, William a part
	of them.  Penny Lane adjusts Larry's look.  She takes the scarf
	from around his neck and ties it around his leg.  He looks
	instantly better.  William watches in the darkness as Dick
	takes the microphone.  The best part of his day has arrived.
	In his important voice:

					DICK
			Good evening Phoenix.
				(applause)
			From Troy, Michigan.  Please welcome,
			Stillwater.

	Lights come up, as the band launches into "Fever Dog."   Jeff
	begins singing.  Russell reaches to adjust the microphone for
	a back-up vocal and is hit with something unexpected.

	A sharp electrical shock.

	It's just a slight pop in the loud din of music, but within a
	moment something is clearly wrong.  Russell holds onto the
	microphone stand with a surprised look, conducting high-voltage
	for two seconds and then he snaps his hand off the metal.  His
	face is white, he takes off his guitar and walks off-stage,
	collapsing a couple steps later.

	72    EXT. BACKSTAGE -- NIGHT						72

	Dick is waving wildly for the band to board the bus, which has
	been pulled up into the backstage area.   He guides a sagging
	Russell, assisted by Penny Lane, into the bus.

					DICK
			Get in, get in!!

	William boards the bus, as the extremely agitated PROMOTER
	arrives to confront Dick.

					PROMOTER
			Are you the manager of this band?

					DICK
			That, and more.  Get in!

					PROMOTER
			You didn't even play a full set!

	Dick whirls and unleashes an anger we've not yet seen, gesturing
	with the silver briefcase that does not leave his hand.

					DICK
			Your shoddy stage set-up almost killed
			our guitarist!

					PROMOTER
			You trashed the dressing room - you
			didn't play your thirty-five minutes.
			You didn't fulfill your contract -

					DICK
			Everybody in!  Get in the bus!

					PROMOTER
			I'll report you to every promoter in
			the country!  I'm gonna talk to Frank
			Barcelona!

					DICK
			YOU DON'T FUCK WITH MY BAND'S SAFETY!

					PROMOTER
			I hope you have a good lawyer.

					DICK
			I AM A LAWYER!

	He swings into the bus, as the bus revs.

					PROMOTER
			LOCK THE GATE ON 'EM!

	73    INT. BUS -- NIGHT							73

	Russell sits, pale, next to Penny at the front of the bus.  He
	examines his singed hand, shaking it a little to emphasize the
	positivity of her words.

					PENNY
			Don't worry.  It's happened to all the
			greats.  Thank God you didn't hold the
			mike stand with both hands, you'd still
			be holding it.  This is a good thing.
			It's a good, good, good thing.

	William sits nearby, watching Russell, making notes out of eye-
	sight of others.  The ever-wary Jeff, unseen by William, cranes
	to see that he's writing in his notebook.

	Dick swings into the seat across from Russell.  The bus door
	shuts, as the promoter is still yelling.

	Doris is slow to gain speed, as Estrella appears, running
	alongside.  She knocks on the window next to William.

					ESTRELLA
			I forgot to tell you!  Your mom says
			to call home immediately.  She says
			she knows what's going on!
				(receding)
			See you guys in Topeka!  I'll catch a
			ride with Sabbath!

	William nods with embarrassment, waves to her, as the bus races
	toward the now closing gate.

					DICK
				(casually, to Russell)
			Wanna buy a gate?

	Before Russell can answer - BASH.  Doris barrels through the
	steel-gate, snapping it like a chopstick to great cheers inside
	this bus.

					DICK (cont'd)
			You just bought a gate.
				(to the bus)
			C'mon Doris!!  Get us out of town!!

	The bus struggles up a slight incline, everybody rooting for
	Doris, as she eases out of the parking lot and onto a
	thoroughfare.

					WILLIAM
			What did it feel like to be
			electrocuted?

					RUSSELL
			It burns.  It feels like a dose of
			lead shooting through your body... and
			then you see God, and he says, "How
			bad do you want to be legendary?" And
			god damnit.  I let go.
				(shaky grin as all laugh
			warmly)
			Rock and roll.

	Jeff watches this charisma with thinly veiled envy.  The kid
	scribbles in his notebook.  We hear Led Zeppelin's "That's the
	Way."

	74    INT. BUS - EARLY MORNING						74

	Song continues.  Almost everybody is asleep.  William takes
	the camera and snaps a Polaroid of a sleeping Penny.  She wakes
	up.

					PENNY
			Give that to me.

	She grabs for it, they have a brief play-fight.  He grabs some
	other Polaroids from her pocket.  He hustles to the back of
	the bus, pockets the photo, and settles down to watch the
	passing landscapes.  She chases him down the aisle.  Music
	continues as she sits down next to him.  Out the window, a
	long-distance running team of Girls keeps pace with the bus
	for a bit.  They wave.  Penny watches them over sunglasses,
	waves briefly to the real world.

					PENNY (cont'd)
				(breathing heavy, owning
			the world)
			When we go to Morocco, I think we should
			wear completely different clothes, and
			be completely different people.

					WILLIAM
			What will our names be?

	She snaps a Polaroid of a nearby sleeping Silent Ed, pockets
	the Polaroid.  She regards Russell up ahead, also sleeping.
	Her attention has already wandered from Morocco.

					PENNY
			What do you think of Russell?

					WILLIAM
			I like him.

					PENNY
			You're coming to Cleveland, right?

					WILLIAM
			Cleveland, Ohio?  Oh no no no.  I gotta
			get my interview with Russell before
			Greenville.  And you've got to help
			me.  Okay?  Friends... remember?

	Penny is still watching Russell.

					PENNY
			You should give him a break.  There
			are real problems in the band.   Off
			the record.

	Gravely noting the word "problems", the kid joins Penny in
	watching Russell, who is splayed haphazardly, sleeping
	restlessly up ahead.

					WILLIAM
			What problems?

					PENNY
			Okay.  I got it.  I think your name
			should be Spencer, and mine will be
			Jane.

					WILLIAM
			I can't keep up with you.

					PENNY
			No one can.

					WILLIAM
			What's your real name?

	She looks at him briefly.  She puts her arm around him.  It's
	intoxicating, but he doesn't quite know how to act.  With her
	free hand, she gestures with a hanger.  As they regard Russell
	sleeping nearby:

					PENNY
			Here's the thing about Russell.  He's
			my last project.  I only do this for a
			very few people.  And I think we should
			do it together - he is almost great.
			We've got to take him there.  You and
			me - we can do it.  Deal?  Because the
			other guys are good - but he could be
			great.  He's my last project.

	He looks at her.  She imitates his face back to him.

					PENNY (cont'd)
			It's all happening.

	75    INT. TOPEKA ARENA BACKSTAGE -- NIGHT				75

	William sits interviewing Silent Ed by some equipment cases.

					WILLIAM
			What do you love about music?

	Ed looks at him thoughtfully.  It is an eloquent moment.  He
	thinks.  He shrugs.  The kid tumbles with more questions.
	These interviews are not going well.

	76    INT. BATHROOM - NIGHT						76

	William, looking concerned over the state of his interviews,
	walks into the backstage bathroom.  He makes a few surreptitious
	notes in his notebook before noticing that Jeff is standing
	there, clearly just finishing a quick hit of cocaine offered
	by a Local Hanger-On.  Seeing the kid, he immediately hides
	the coke spoon.

					JEFF
			Hey.

					WILLIAM
			Hey.

	William pretends he sees nothing as he turns to the urinal,
	and shot stays on Jeff, who looks a little high and a little
	worried.

	77    INT. BACKSTAGE PAY PHONE - NIGHT					77

	William is on the pay phone with his Mother.  The show booms
	in the background.

					WILLIAM
			I know.  I know.  I know.
				(beat)
			I know.  Mom.  Mom... Mom.

	78    INT. STAGE - NIGHT						78

	Stillwater on-stage.  A great show.  Russell on fire.

	79    INT. BACKSTAGE PAY PHONE - NIGHT					79

	William on the phone.  Estrella leans on him, fixing her shoe.

					WILLIAM
			Right now -- Topeka.  Then Greenville.
			Then home.

	He winces slightly, holds the phone away from his ear for a
	moment.

					WILLIAM (cont'd)
			I'm sorry I didn't call yesterday!
			It's not like you can just carry a
			phone around with you.

	80    INT. ELAINE'S SCHOOL OFFICE -- AFTERNOON				80

	Mom sits in her school office, a miniature version of her home
	- a fortress in which she is surrounded by books.  The sun is
	going down.  She can't resist a sentimental moment.

					ELAINE
			I guess I just miss you, and I don't
			understand why I've driven both my
			kids so far away from me.  By all
			practical rules don't I get you for
			three more years?

	He is touched by her vulnerability, more visible now than ever,
	as music continues in b.g.

					ELAINE (cont'd)
			Was I not fun?

	81    INT. BACKSTAGE PAY PHONE -- NIGHT					81

	William has his finger in his ear.  The din if Stillwater's
	set now blots out all other noise.  It is not the time to answer
	this question.

					WILLIAM
			I missed the last thing you said.

	Mom takes a pause.

					ELAINE
			I LOVE YOU.

	Penny now enters, watching.

					WILLIAM
			WHAT?

					ELAINE
				(angry, louder)
			I MISS YOU AND I LOVE YOU!

	William now notices Penny standing nearby, picking at a salad
	from a paper dish.  Looking at her, he lets loose with what he
	believes is a private confession.

					WILLIAM
			I LOVE YOU!!

	Penny smiles knowingly, collecting his affection like another
	backstage pass, and turns away.  Camera stays on William.  He
	is suddenly and deeply embarrassed.  He's just told her that
	he loves her and she knows it.  He hangs up, traumatized.

	82    INT. TOPEKA DRESSING ROOM -- NIGHT				82

	Russell's hair is slicked with sweat from a show just finished.
	He is shirtless with a towel around his shoulders.   Luggage
	for the next city is stacked by the door.

					RUSSELL
			Fire away.  I'm ready.  I'm on the
			"You" Train.  Take me there.

	The kid plugs in his microphone.  Russell listens as he springs
	his first question.

					WILLIAM
			Do you have to be depressed to write a
			sad song?  Do you have to be in love
			to write a love song?  Is a song better
			if it really happened to you?  Like,
			"If You Say Nothing"... where did you
			write that and how did it come about?

	Russell admires the many questions.  Says nothing.  He looks
	at his hand, thinks.

					RUSSELL
			When did you get so professional?

	In the background, Penny Lane irons Silent Ed's shirt.
	Grinning, she cuffs his shoulder.  To the shirtless silent
	drummer, waiting for his shirt.

					PENNY
			I'm almost done with my shirt.

	Ed watches her appreciatively, drumming silently on a rubber
	pad.  Penny kisses Russell, who swings her onto his lap.  In
	the corner, Jeff watches them all with a vague feeling of being
	underappreciated.  And now Dick enters with a large cardboard
	box.

					DICK
			Russell, your dad showed up again.
			And on a lighter note.
				(importantly)
			Gentlemen.  Your first t-shirts have
			arrived.

	There is an immediate buzz in the room, as Dick yanks open the
	box filled with new white t-shirts.  He untangles the first fresh
	shirt, and displays it proudly.  A silent beat as all examine it -
	their first t-shirt.  Faces fall.  Ed stops drumming.  There has
	been a mistake.  It is a fuzzy band photo with the group name
	emblazoned below.  Only Russell, who stand out front, is colored-
	in and emphasized on the shirt.  He turns away, making a noise.
	Jeff stares at the t-shirt.  He's just about in tears.  There is
	a long silence and then... Ed resumes drumming on the rubber pad.

					DICK (cont'd)
			It's the record company's mistake.
			And they will pay.  Shirts gone, band
			happy.

	He drops the offending shirt into the trash, as if it were
	contaminated, and exits with the box.  William watches as the
	two men, Russell and Jeff, move to opposite sides of the room.
	Russell puts on a shirt, so does Jeff.  The vibe is thick.
	Russel turns to see Jeff staring at him.

					RUSSELL
			Can we just skip the vibe and go
			straight to us laughing about this?

					JEFF
				(bitterly)
			Yeah.  Okay.

					RUSSELL
				(trying for a joke)
			Because I can see by your face - you
			want to get into this -

					JEFF
			How can you tell?  I'm just one of the
			out-of-focus guys.

					RUSSELL
			Here we go.

	William watches as Russell fishes the t-shirt out of the trash.

					RUSSELL (cont'd)
			Here.  Take it.  You LOVE this shirt -
			it lets you say everything you want to
			say.

					JEFF
			Well, it speaks pretty loudly to me.

					RUSSELL
			It's a t-shirt.

	Russell turns away.

					JEFF
			I'm always gonna tell you the truth.

					RUSSELL
			Are you doing coke again?

					JEFF
			Oh yeah.  All the time.

	The kid looks down.

					JEFF (cont'd)
			This is big stuff, man.  From the very
			beginning -- we said -- I'm the front
			man and you're the guitarist with
			mystique.  That's the dynamic we agreed
			on -- Page, Plant... Mick, Keith.  But
			somehow it's all turning around.  We
			have got to control what's happening
			to us.  There's a responsibility here -

					RUSSELL
			Excuse me, but didn't we all get into
			this to avoid responsibility?

					JEFF
			Forgive me.
				(continuing, on shirt)
			But this is the slow-moving train of
			compromise that will kill us.

	Russell makes a disgusted noise.  Penny Lane exits discreetly,
	looking back at William.

					JEFF (cont'd)
			I can't say anymore with a writer here.

					RUSSELL
			You can trust him,  you can say whatever
			you want.

					JEFF
				(eyes suddenly moist)
			I works as hard or harder than anybody
			on that stage.  You know what I do - I
			connect.  I get people off.  I look
			for the guy who isn't getting off, and
			I make him get off.
				(beat)
			Actually, that you can print.
				(continues to Russell)
			And yet, why do I always end up feeling
			like I'm a joke to you?  I feel nothing
			but love for you.  We're a family.

	He looks at the t-shirt and starts to cry.  Embarrassed, he
	grows angrier.

					JEFF (cont'd)
			You want to pretend this isn't going
			to be a very big band.  Well it is.  You
			call yourself a leader of this band, but
			your direction allowed the t-shirt, when
			you allowed Dick to manage us, 'cause
			he's your friend... don't you see?  The
			t-shirt is everything.  It's everything.

					RUSSELL
			Is it my turn?  Because I think we
			should, for once, say what we really
			mean.

					JEFF
			Oh, this is the part where you quit -

					RUSSELL
				(stiffening)
			Right.  I'm so predictable.

					JEFF
			No  I gotta tell the truth -- I want
			you to like me.  But sometimes I feel
			like you collect people who love you
			and then very skillfully... you make
			them feel bad that they're not good
			enough for you.

					RUSSELL
			Stick to singing, brother, 'cause you
			ain't gonna make it as a shrink.

					JEFF
			Deal with it!  And let me just say
			what nobody Else wants to say to you -

					RUSSELL
			What?

					JEFF
			Your looks have become a problem.

	82A   EXT. BACKSTAGE - NIGHT						 82A

	Russell walks swiftly past a happy silver-haired man, who holds
	court with beer in hand.  He dresses too young for his age,
	late fifties.  He is DAD.

					DAD
			Son!

					RUSSELL
				(dutifully)
			Hello Harry.

	Dad introduces a woman much younger, who eyes Russell hungrily.

					DAD
			He got all the good genes, huh?  Meet
			Deirdre.  We're getting married in
			July.

	83    EXT. ARENA -- NIGHT						83

	Russell walks fast outside the arena.  William hustles to catch
	up.  The two men walk in long silent strides in the cold night
	air, beyond the backstage area.  Fans begin to recognize and
	follow at a discreet distance.

					WILLIAM
			You okay?  You alright?

	Russell doesn't answer.

					RUSSELL
				(resolute, wound up)
			From here on out, I'm only interested
			in what's real.

	The kid nods.  They walk.

					RUSSELL (cont'd)
			Real feelings.  Real people.  That's
			all I'm interested in...  From here on
			out.  What is REAL?   You're real.

					WILLIAM
			Thanks.

	A wave of warmth comes over Russell.

					RUSSELL
			You know, you know all about us and I
			don't know shit about you.
				(struggling to be personal)
			What's your... your family like?  Tell
			me.

					WILLIAM
			Well, my dad died of a heart attack
			and my sister believes that my Mom is
			so intense that she might have
			contributed to it.  Plus -

					RUSSELL
				(immediately)
			Okay, that's good.  That's enough.

					WILLIAM
			It's good to talk about it.  Really
			good.

	Russel now sees some hero worship in the kid's face, and it
	makes him nervous.

					WILLIAM (cont'd)
			Hey, man, maybe we should go back.

					RUSSELL
			If they want me, they can find me.

	William turns and sees nobody following but fans.

					WILLIAM
			So listen.  I have to go home tomorrow.
			I know this is a bad time to finish
			our interview.

					RUSSELL
			Hey, man, you know what?  Write whatever
			you want.  I trust you.

	A big square Chevy van slows down.  A CONCERT-GOER hands his
	head out the window.

					CONCERT-GOER
				(battle-cry)
			Woooooooooo!!!  You're Russel from
			Stillwater!!

					RUSSELL
			On my better days, yes.  I am "Woooooo,
			Russell from Stillwater!"

					CONCERT-GOER
			Wanna go to a party at my friend Aaron's
			house?!  I know you're a big rock star,
			but do you want to hang with some people
			looking to have a good time?

	Russel regards the van full of kids.  More fans crowding
	around.  The kid behind the wheel unknowingly says the magic
	words.

					CONCERT-GOER (cont'd)
			We're just real Topeka people, man.

	He has said the magic word.

	A84   EXT. AARON'S PARTY - NIGHT					A84

	Russell arrives at the party in the rural outskirts of Topeka.
	William nearby.

	84    INT. AARON'S HOUSE -- NIGHT					84

	William watches as Russell slugs from a Jack Daniels bottle.
	They sit in the bedroom of a mindblown fan, 17 year-old AARON.
	He has long frizzy brown hair, tied in a spray behind him.
	Many from the neighborhood are now pouring into the home.

					RUSSELL
				(eyes glowing)
			You.  Aaron.  Are what it's all about.
			You are real.  Your room is real.
			Your friends are real.  You are more
			important than... than... all the silly
			machinery.  And you know it!  In eleven
			years it's gonna be 1984, man.  Think
			about