Cameron Crowe
                December, 1998


         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.

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

               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.

                         - so Livia -

                         -- 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.

                         You sure?  I'm making soy cutlets.

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

                         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.

                         Wait.  You've been kissing.

                             (too quickly)
                         No I haven't.

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

                         No I haven't.

                         Yes you have.  I can tell.

                         You can't tell.

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

                         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

                                     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.

                         It's unfair that we can't listen to
                         our music!

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

                         Simon and Garfunkel is poetry!

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

                         First it was butter, then sugar and
                         white flour.
                         Bacon. Eggs, bologna, rock and roll,

               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."

                         That was an experiment.  But I
                         understand -

                         What else are you going to ban?

                         Honey, you want to rebel against

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

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

               These are the words that sting Mom most.

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

                         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!

                             (immediately, can't help
                         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."

                         Mom --

                         Everything I say is wrong.

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

                         I don't hate her.

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

               William looks vaguely confused.

                         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.

                         Feck  you!  All of you!


               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.

                         I think she said "feck."

                         What's the difference?

                         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

                         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.


                         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?

                         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

                             (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.

                             (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.

                             (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

                         We got our annuals today --

                             (cheerful, automatic)
                         "Received" your annual.

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

                         Enjoy it while you can.

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

                         Mom.  It's time.

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

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

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

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

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

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

                         They do?

                         What's a "Narc?"

                              (bleeding for her brother)
                         A Narcotics Officer!

                         Well what's wrong with that?

                             (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 --
                         Aren't I?

               Their silence is eloquent.

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

                         So...  I'm... how old?

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

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

                             (that one hurts)
                         He never asked.

                         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

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

                         You put too much pressure on him!

                         How... old...

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

                         ... am I?

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

                              (horrified, voice crackling)

               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.

                         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.

                             (still in shock)
                         E - leven.

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

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

                         You've robbed him of an adolescence!

                         Adolescence is a marketing tool.

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


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

                         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:

                         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.

                         What about me?

                             (heartbroken, can't help
                         You're rebellious and ungrateful of my

                         Well, somebody's gotta be normal around

                             (blinking, still can't
                              believe it)

         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.

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

                         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.)

                         Take good care of her in San Francisco,

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

                         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

                         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

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

                         She'll be back.

               In the distance we hear the whoop of her daughter.


                         Maybe not soon...

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

         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


               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.


               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.

                         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?!

                         Lester, isn't it a little early for

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

                         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.

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

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

                         What are you like the star of your

                         They hate me.

                         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.

                         I did?

                         Oh yeah.  It's over.


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

                         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:

                         What do you type on?

                         Smith-Corona Galaxis Deluxe.

                         You like the new Lou Reed?

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

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

                             (standing his ground)
                         If you like Lou.

                         Take drugs?


                         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...

                         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.

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

                         Okay.  See you.

                         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.

                         -- 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

                                     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.

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

                         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.

                             (attempting cool)
                         An assignment.

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

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

                         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.

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

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

                         You can drop me off here.

                         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.

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

                         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.


               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.

                         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.

                         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.

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

               The magazine hangs in mid-air.

                         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.

                             (in a rush)
                         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.

                         Who are you with?

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

                         No, who are you with?  What band?

                         I'm here to interview Black Sabbath.
                         I'm a journalist.  I'm not a... you

               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?

                         Oh... I'm just... not a... you know.

                                     PENNY LANE
                         Not a "what"?

                         You know.  A "groupie."

               The two girls are deeply insulted by the word.


                         Sorry, I -

                                     PENNY LANE
                         We.  Are not.  "Groupies."

               Estrella indicates Penny with great reverence.

                         This is Penny Lane, man.  Show some

                         -- 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.

                         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

               William is nodding like a doll in a dashboard window.

                         Marc Bolan broke her heart, man.  It's

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

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

                         Right.  Right.

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

                         Okay.  Well, see, now I get the

               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.

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

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

                         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 --


               Silent beat.  His name lands like a thud.

                         Here comes Sabbath!

                         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.

                             (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.

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

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

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

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

                         Wait.  That's not his.  I would know

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


               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.

                         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.

                         Oh no.  Not this one --

                             (off William)
                         Who brought Opie?

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

                         He's with us.

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

                             (to Scotty)
                         Are you going to turn this into a

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

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

                             (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.

                         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.

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

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

                         The enemy!  A rock writer!

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

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

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

                         Okay.  Okay.  I could do that.

                         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."

                             (in background)
                         That was Rolling Stone.

                         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.

                         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.

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

                         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

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

                         Not this one.

                         He's with us.

                         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 (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.

                         Red Dog!

                                     RED DOG
                         We're playing here tomorrow night.

                             (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.

                         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.

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

                         Some money would be nice.

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

                         - 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.

                         And the chicks are great.

                         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

                         The buzz?

                         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.

                         The next album will be even better.
                         More texture.

                         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

                                     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

                         I know that, "woo."

                             (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

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

                         We used to talk more about this stuff.

                         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?


                         There you go.  Still young enough to
                         be honest.

                             (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

                                     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

         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.

                             (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

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


                                     PENNY LANE
                         Me too.
                         How old are we really?


                                     PENNY LANE
                         Me too.

                         Actually I'm 16.

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

                         I'm 15.

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


               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.

                             (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.

                         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.

                         Russell, this is Penny Lane.

                                     PENNY LANE
                             (stepping into view)

                         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.

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

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

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

                         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.

                         - 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.

                         From Troy, Michigan.  Please welcome --

               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

               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.

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

                         "The Riot House?"

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

                             (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.

                         Let's blow this burg!

                         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.

                         Got it.

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

                             (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.

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

                         ROADIES                       DICK
                 Laterrrr!                     We'll see you down the

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


                             (calming him)
                         Hey.  Hey.  Be cool.

                         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.

                         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.

                         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.

                         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.

                         Speaking of the world.  I've made a
                             (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?


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

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


                         It's all happening.

                         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.

                         Hey Darryl.


               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.

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

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

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

                         We flew the friendly skies -

                         Okay -

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


                         You seem cooler.

                         Yeah.  I'm thinking about going to

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

                         A little might not be enough.

                         She still freaks me out.

                             (nods, an old issue)
                         Yeah -

                         She's famous.

                         Listen -

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

                         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.

                         Okay, man.

                         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

                         I worry about the drunk drivers.

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

                         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.

                         I thought it was pretty good.

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

                         I will call you if anyone
                         anywhere gets drunk.


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

                         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.


                         Yeah -

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

                         Oh... okay.


               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?

                             (beat, working it out)
                         Yeah.  Yes.

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

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

                         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
                         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
                             (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

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

                                     ROADIE # 3

                                     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

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

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

                                     ROADIE # 1
                         I heard you were with Russell from

                         Please.  I throw the little ones back.

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

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



               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:

                         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!

                         Ric is a Zeppelin fan.

                         Yeah, I picked that up.

                         He tours with them, but not "with"

                         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.

                         It's all happening!!  See you in

               Ric rushes back to the elevators.

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


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

                         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."

                         PENNY!!  PENNY LANE!!

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

                             (impressed to see him)

                             (happy to be there)

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

                                     PENNY LANE
                         "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.

                         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

                                     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.

                         We've got to stop them.

                         Stop them?  You were her excuse for
                         coming here.

               ON 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.

                         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?

                         Not on me.

                         Do you smoke?

                             (attempting to fit in)
                         But I... I grow it.  I grow it.

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

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

                         I'd be someone else.

                         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.

                             (with real indignation)
                         How does it end?


                         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.

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

               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
                         The way you pick up strays wherever
                         you go.  Like Pied Piper.
                         The way you know the words to every
                         song.  Every song.  Especially the bad
                         ones.  Mostly the bad ones.
                         That green coat in the middle of summer.
                         The real name you won't reveal.
                         And.  I'd keep going, but my glass if


               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.

                         Come to Arizona.


                         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

         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?


               INT. WILLIAM'S BEDROOM -- DAY

               William is on the phone in his own small room.

                         This is he.

                         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.

                         Yes it is.

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

                             (immediately, suddenly
                         Thanks... thanks.

                         You should be writing for us.  Any

                             (voice now to deep)
                         How about Stillwater?

                         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.

                             (affecting casualness)
                         Sounds good.

                         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?


                         What college --


               Elaine now gets on the extension.

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

               She hangs up.


               The kid is paralyzed.

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


                         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

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

                         But besides that, what would be wrong
                         with it?

                                     LESTER BANGS
                             (laughs, entertained)
                         You have starry eyes, my friend.
                         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.

                             (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.

                         I need to talk to Mrs. Deegan, from

               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.

                         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

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

                                     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 -
                         - rock music.  A band.

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

                         Moral support.

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

                         What's involved?

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

                         Is it time for me to say something?

                                     MRS. DEEGAN


                                     MRS. DEEGAN
                         And in anticipation of that response -


                                     MRS. DEEGAN
                         -- William has prepared --

                         "Lo, that which I have feared has come
                         upon me."

                             (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.

                             (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

                         He's got no friends!!

                         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.

                         Lady of the Jury.
                         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.

                         This is going to be hell.

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

                         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.

                         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

                                     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.

                         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

         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.


               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.

                         Do you have any pot?

                         No.  I'm a journalist.

                         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.

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

                         Because I've got a thing in a couple


                         It's a... thing where... uhm... you go
                         there to graduate.  School.

                         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.

                         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:

                         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

                             (inhaling deeply)
                         Want some?

                         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.

                         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.

                         "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.

                         Jeff, Tony... Keys... keys... keys...
                         room list...
                             (re: luggage, to hotel
                         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.

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


                         She's a handful.

                         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.

                         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.

                         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.

                         I'm worried, man.

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

                         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.
                         But it would be cool to be on the cover.

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

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

                         You made your point.  I'll take to


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

                         Can Sapphire stay in your room tonight?
                         She had a big fight with Ozzy, and
                         Polexia's not working out with Jeff
                             (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:

                         Sure.  I'll take her.

                         Me too?


               Estrella arrives with travel bag, equally homeless, looking

                                     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.

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

                             (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!!

                              (still wondrous, from phone
                         Alex.  Lowbatz.

                             (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.

                         Charles.  C.  Swoop.

                             (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.

                         Paul and Debbie Finger.

                             (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.

                         I GOTTA GO!  I'LL CALL FROM ROME!

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

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

               She winks at William, who looks away.

                             (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.

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

                         We don't have to.

                         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.

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

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

               Penny stands and turns.  She speaks the word.


               Russell nods.  The name is out in the open.

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

                             (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-

               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

                         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)
                         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.

                         Opie, can I order room service?

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

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

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

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

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

                             (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

                         But what if Ozzy calls Sapphire?   And
                         I gave Jimmy Page this number.

                         Or a guy who looked like Jimmy Page.

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

                         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

               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.

                         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!

                         MAYBE THAT'S A GOOD THING!!

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


                         GO AWAY!


               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.

                         Don't worry.  Some to the radio

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

                             (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

         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.
                         Watch with your mind as they

               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.

                         William's room.


               Ben Fong-Torres is calling from Rolling Stone.

                         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.

                         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.

                         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.

                         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.

                             (with deep understanding)

               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.

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

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

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

                         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.


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

                         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

               "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

                             (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



               INT. WILLIAM'S HOUSE -- NIGHT

               It's Mom on the phone.

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

                         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?


                                     ESTRELLA (cont'd)

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

               Estrella physically recoils.

                         I thought you were English.

                         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.

                         Alright.  Okay.  But I'm just going to
                         say this, and I'm going to stand by
                             (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.
                         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.

                             (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.

                         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.

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

               William shuts his tape recorder off.

                         It's off.

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

                         I will quote you warmly and accurately.

                         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.

                         Ohhhh.  Oh.  Yeah.

                         You know what I mean?

                         Right.  Yeah.

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

                         Right.  Right.

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

                         I do.

                         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?


                         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.

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

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


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

                         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.

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

                         I'm the bass-player.

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

                             (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:

                         Good evening Phoenix.
                         From Troy, Michigan.  Please welcome,

               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.

                         Get in, get in!!

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

                         Are you the manager of this band?

                         That, and more.  Get in!

                         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.

                         Your shoddy stage set-up almost killed
                         our guitarist!

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

                         Everybody in!  Get in the bus!

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

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

                         I hope you have a good lawyer.

                         I AM A LAWYER!

               He swings into the bus, as the bus revs.

                         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.

                         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.

                         I forgot to tell you!  Your mom says
                         to call home immediately.  She says
                         she knows what's going on!
                         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.

                             (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

                         What did it feel like to be

                         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
                         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

         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

                         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.

                         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.

                         What do you think of Russell?

                         I like him.

                         You're coming to Cleveland, right?

                         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.

                         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.

                         What problems?

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

                         I can't keep up with you.

                         No one can.

                         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:

                         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.

                         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.



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

         77    INT. BACKSTAGE PAY PHONE - NIGHT                              77

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

                         I know.  I know.  I know.
                         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.

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

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

                                     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.

                         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.

                         I missed the last thing you said.

               Mom takes a pause.

                         I LOVE YOU.

               Penny now enters, watching.


                             (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.

                         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.

                         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.

                         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.

                         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.

                         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

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

               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

               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.

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

                         Yeah.  Okay.

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

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

                         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

                         Well, it speaks pretty loudly to me.

                         It's a t-shirt.

               Russell turns away.

                         I'm always gonna tell you the truth.

                         Are you doing coke again?

                         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 -

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

                         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.

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

                             (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.
                         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.

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

                         Oh, this is the part where you quit -

                         Right.  I'm so predictable.

                         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.

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

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


                         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.


                         Hello Harry.

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

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

         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.

                         You okay?  You alright?

               Russell doesn't answer.

                             (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.


               A wave of warmth comes over 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

                         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 -

                         Okay, that's good.  That's enough.

                         It's good to talk about it.  Really

               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.

                         If they want me, they can find me.

               William turns and sees nobody following but fans.

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

                         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.

                         Woooooooooo!!!  You're Russel from

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

                         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

                                     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.

                             (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 that!

                         Wanna see me feed a mouse to my snake?


                                     KID # 1
                         Can I have your belt?

                         Take it!

               Russel whips off his belt, gives it to the fan.  A joint goes
               by, headed for Russell.  William intercepts it and passes it

                                     RUSSELL (cont'd)
                         Aaron?  Where's your bathroom?  I want
                         to live here. I want to eat your food,
                         and live in your city and fuckin rock
                         like I used to.  I want to learn
                         everything there is to know about your
                         city and your town.  And your way of
                         being real.
                             (stunning realization)
                         I used to be you.

                         Down the hall by the washing machine.


                         The bathroom.

                         Okay.  Good to know.

               Russell rises and squeezes past fans and heads down the hall.

         85    INT. AARON'S HALLWAY - NIGHT                                  85

               William follows Russell protectively.

                                     PASSING FAN # 1

               A QUIET GIRL, 14, turns and watches Russell pass.  We linger
               on her face for just a moment, full of wonder.

                         We should probably head back sometime.

               Russell ignores him.

                                     PASSING FAN # 2
                             (holding red cup)
                         Watch out, there's acid in the beer
                         that's in the Red cups.

               Russell looks at the cup in his own hand.  It's white.  Then,
               with his other hand, he grabs the red cup and drains it.
               William winces.  They move on.

                         Topeka.  Check it out.

               Russell enters the bathroom.  William stands guard.  With a
               finger outstretched from each hand, he lectures the fans massing
               in the hallway.

                         Please don't give him any more acid.

         86    INT. LIVING ROOM -- NIGHT -- TWENTY MINUTES LATER             86

               William watches as a wobbly Russell Hammond, in sunglasses
               now, goes through Aaron's record collection.  He places the
               albums over his face, like masks.

                         Faces.  Stones.  Sa-weet Baby James!!
                         None of these people are gonna be around
                         in twenty years!  Plastic begets
                         plastic!!   Black plastic.

               Partygoers are strangely fascinated by the rock star in their
               living room.


         87    INT. BACK BEDROOM -- NIGHT                                    87

               William waits anxiously to use the phone, keeping an eye on
               Russell.  Russell is now strangely twisting/dancing with four
               girls in the living room, as more cars arrive outside.

                                     KID ON PHONE
                         He's here right now!  Go ahead and put
                         it Out over the radio, tell people to
                         bring food And beer and chicks.  We're
                         at Rural Route # 4 -

                         No no.  Nope.  No.

               William takes the phone and hangs up.  Keeping an eye on Russell
               in the next room, he dials from a tour itinerary sheet.

                                     WILLIAM (cont'd)
                         Dick Roswell, please?
                         Dick!!  I got him!!  He's okay... I've
                         been Looking after him.  He's on acid,
                         though.  I can't Really tell.  How do
                         you know when it's "kicked in?"

         88    EXT. AARON'S BACKYARD - NIGHT                                 88

               Russel stands on the jutting corner of the house rooftop.
               The unlit, unheated greenish family pool beckons to him below.
               It's kicked in.

                             (bellowing to the heavens)
                         I AM A GOLDEN GOD!!

               Russell cackles at the joke of it all.  William yells up from
               down below.

                         Hey Russell -

                         I AM A GOLDEN GOD!!

                         Don't jump, okay?

                         And you can tell Rolling Stone Magazine
                         my last words were -

               He spreads his arms, and tries to think of last words.

                                     RUSSELL (cont'd)
                         -- I'm on drugs!!

               The kids cheer.  William looks around, remains cool.  Yells
               upward in the cold night air.

                         I think we should work on those last


                         No, I'm not -

                         Okay I got it.  I got it.  I got it.
                         I got it.   This is better.  Last words
                             (spreads his arms, his
                              greatest realization)
                         I DIG MUSIC!!

               It gets a skimpy reaction from the partygoers.

                                     RUSSELL (cont'd)
                         I'm on drugs!!

               They applaud again.

                         Just come on down!!


               He jumps from the roof into the cold, algaed water below.  He
               sinks immediately.  One kid jumps in, then another, then more.

               Everybody wants to save Russell.

         89    EXT. AARON'S NEIGHBORHOOD -- EARLY MORNING                    89

               It's getting lighter.  Cars line the street.  And now, finally
               turning the corner, is Doris the Bus.

         90    INT. KITCHEN -- MORNING                                       90

               William watches the effects of personal charisma.  Wet
               partygoers surround Russell, bottle of Jack Daniels still in
               hand,  wrapped in towels.  Now a bond has passes between them,
               all of them.  Algae drips from the corner of Russell's face
               and neck.

                         Thanks for saving my life.  I won't
                         hold it against you.

               Twenty different kids thank him for the opportunity.  ("Glad
               to do it," "Right on," "Damn straight.")

         91    INT. LIVING ROOM/KITCHEN -- MORNING                           91

               Door opens.  Dick enters.  Finding the guitarist in the kitchen,
               he clicks into time-tested road-managerial maintenance.  Easing
               Russell out of his towel, slipping his own jacket around him,
               from Russell's hands.

                         They've been crying for you like a
                         bunch of whimpering pussies --

                         The band is over.  This is my family

                         Right on.  He's staying with us.

                         Definitely.  It's all over.  We'll
                         just ride on to Greenville, listen to
                         some great music, finish the tour, and
                         leave those ungrateful fools behind.
                         And then we'll come back here, where
                         you'll live.

                         I know what you're doing... and I like
                             (noticing William)
                         Look at him.  He's taking notes with
                         his eyes.
                             (beat, to Dick)
                         How do we know he's not a cop?

               William laughs painfully, as Russell moves in, eyes flaring
               with sudden paranoia.

                                     RUSSELL (cont'd)
                         He could be selling information!

                             (to Russell)
                         Easy.  He's your Guardian Angel.

               Russell turns away.  William shrugs with style, but his
               lingering look is filled with hurt.  Dick guides Russell to
               the door, grabbing the kid and talking very directly to him as
               they move.

                                     DICK (cont'd)
                         Don't worry.  He only means half of
                         what he says.

                         Which half?

                         Good question.

                             (very direct)
                         I have a lot more.  Just help me get
                         my interview so I can go home from
                         Greenville.  I have to go home.
                             (pulls him back)
                         I have to go home.

                         Hey.  You saved the tour.   That's
                         good enough for now.

               Frustrated but feeling important, William hands him some of
               Russell's wet clothes. William deftly retrieves Russell's shoes
               and smoothly plucks the guitarist's sunglasses from the
               partygoer who also wears his belt.  They move to the door in a
               pack.  We hear the beginning of Elton John's "Tiny Dancer."
               Dick faces the crowd and addresses them in his "important"
               stage voice.

                                     DICK (cont'd)
                         Ladies and Gentlemen, the evening is
                         over!  We hope you've enjoyed
                         yourselves, and we'll See you again in
                         1974!!  Good evening!!

               William gives Russell his sunglasses to face the sunlight.
               Russell stumbles out of the house to great cheers.  The Quiet
               Girl breaks free to catch Russell on the way out.

                                     QUIET GIRL
                         I'll never forget you.

               Dick pats William's arm one more time -- good work.  They leave
               Aaron's house as legends.

         92    INT. TOUR BUS -- MORNING - 5 AM                               92

               "Tiny Dancer" continues on the bus stereo.  Russell sits up
               front, swathed in a large robe, alone and silent.   The others
               have given him a wide berth.  He feels silly, and they know
               it, and he hates that they know it, which makes him feel
               foolish.  He sits silently.  William watches him from four
               rows back, next to Penny.  She kisses the top of his forehead,
               a hero's welcome. He yawns. The song's vocal begins.  There is
               only more silence.  Then, after a beat, we hear a voice or
               two, fighting the quiet and singing along.  Then others...
               waking up... joining in.  Then Jeff.  Russell hears them and
               starts to sing along too, louder now, without turning around.
               It's a voice everyone wants to hear.  Like it or not, this is
               his family.

                                                                   FADE OUT

               FADE IN:

         93    EXT. HIGHWAY -- DAY                                           93

               Passing signs announce Greenville, North Carolina.

         94    INT. LESTER BANGS BEDROOM - DAY                               94

               Lester on the phone.  He is paler than ever, in a room clogged
               with vinyl, happily listening to the MC5 in the background.

                         How's it going?


         95    INT. WILLIAM'S HOTEL ROOM - DAY                               95

               It's a small wooden-walled hotel room in Greenville.  Polexia
               tries on clothes.  William barely notices as he talks to Lester
               on the phone.

                         Rolling Stone is calling me.  I don't
                         have my key interview.  I don't know
                         what to say.

                                     LESTER BANGS
                             (pacing, assembling thoughts
                              with his hands)
                         You're flipping out.  That's good.
                         Alright.  This is how you blow their
                         minds.  He'll ask you - this is Ben
                         Fong-Torres, right? - he'll ask you
                         how the story's going.  Here's what
                         you do - let's fry his mind.  Tell him
                         "it's a think piece about a mid-level
                         band struggling with their own
                         limitations in the harsh face of
                         stardom."  Ha ha!!  This is fun!

               William scrambles to make notes.

                             (madly copying)
                         ... think... piece...

               CLOSE ON WRITING

               Longhand small script on yellow legal tablets.

         96    INT. HOTEL BATHROOM -- NIGHT                                  96

               William sits in the tub, without water.  It's his makeshift
               office, he's surrounded with scraps of notepaper.  He writes
               savagely, and now, savagely throws it away.

         97    INT. HOTEL BEDROOM -- NIGHT                                   97

               In the bedroom, Sapphire, Polexia and Penny watch The Midnight
               Special.  Sapphire looks at a room service menu.

                         It says the food is hearty and

                         Greenville.  I'm bored.

               Penny yawns too, it's catchy, and rises to visit the bathroom.

                                     POLEXIA (cont'd)
                         Hey let's deflower the kid.

               Now Sapphire yawns, looks in her purse.

                         Who his the quaaludes from me?

         98    INT. HOTEL BATHROOM -- NIGHT                                  98

               Penny enters to see William writing in the tub.  She sits on
               the toilet to pee.  Flustered:

                         Wait.  I'll leave.

               He gets up, knocking his carefully organized notes onto the
               floor.  He is brimming with things to say.  More than he is
               even able to communicate.

                                     WILLIAM (cont'd)
                         You know, I think this is going
                         backwards for me.


                         I don't know.  I just thought we could
                         hang out, maybe do some stuff back
                         home, regular stuff, get to know each
                         other better... and then I'd see you
                         pee.  I mean, that's the way I usually
                         do it.

                         You're one of us.  It's no big deal.

                         I'm not one of you.

                         Oh!  If you go to Cleveland, Bowie's
                         going to be there at Swingo's, the
                         greatest hotel in America.  I'll
                         introduce you to him, and his security
                         guy Dennis.

               William stops at the door.

                         Don't you have any regular friends?

                         Famous people are just more interesting.

               He looks at her.  Even sitting on the can, she's elegant and
               totally focused on him.

                         Well, I would be worried that they
                         were using me.  And not that anybody's
                         using you, but -

               She swoons a little, touched and moved.

                         Boy, if this was the real world and
                         some guy talked to me like that -

                         Let me finish.
                         I'm not famous.... but you could always
                         use me.   If anything happens.  And I
                         would never use you.  Even if I got
                         famous.  So you know, you always have
                         that from me... in the real world.  If
                         you ever have to go back there, for

               She looks at him curiously, as the door blasts open.  Sapphire
               and Polexia head for William.

                         Your time has come.

                         Did he call?
                             (realizes their intention)
                         What are you -- stop it -- we're talking

                         Pants him.  Opie must die.

               They swarm him, dragging him kicking into the bedroom.

         99    INT. HOTEL BEDROOM -- NIGHT                                   99

               Steely Dan, looking pale and somehow snappy, perform "Do It
               Again" on The Midnight Special.  The girls force William onto
               the bed, and envelope him.  Their sexuality is fun, untroubled.
               Shot moves past bodies crossing frame, onto William's face.

               ANGLE ON PENNY

               Across room, sitting and watching.

                         Just relax.  Take a vacation from
                         yourself.  Leave this to professionals.

               Estrella and Polexia kiss each other playfully.  William looks
               confused.  Across the room, Penny laughs, turns up the TV,
               blows him a kiss.

               Penny's eyes.  Across the room.

               His eyes.

               His sexual awakening may be downtime amusement for them, but
               to him it's an embarrassingly  intense moment he shares only
               with Penny Lane -- across the room.  She turns away, smiling,
               disappears into the next room.

               ON STEELY DAN

               On the television.

                                                               DISSOLVE TO:


               Post-sex pajama party.  Sapphire, Estrella, and Polexia girltalk
               about their first rock and roll conquests.  Penny is conspicuous
               by her absence.  William is under the sheets, listening, feeling
               different, now a man and somehow one of the girls too.

                                                               DISSOLVE TO:

         100   INT. BEDROOOM -- NEXT MORNING                                 100

               William is awake.  Sunlight floods in from the corners of the
               window-shades.  He is surrounded by the fallen cavalry of the
               night before... Sapphire and Polexia.  The phone rings, and
               Sapphire instantly snaps it up, still asleep.  Lost in her
               dreams, she offers the sexiest hello ever.

                             (half-English accent)
                         Hello.  Hi, Ben-Fong-Torres from Rolling

               William snatches the phone.

                             (lowers voice)

         101   INT. BEN FONG-TORRES' KITCHEN -- SATURDAY MORNING             101

               Ben Fong-Torres is up bright and early.

                         Hello William, this is your editor at --

               He offers the name of the magazine with a swirl that implies
               high-level importance.

                                     BEN (cont'd)
                         Rolling Stone.  How's the story?


               William snaps into his very professional tone of equally grave

                         I'm getting good stuff out here.

                         Sounds like it.

               Next to him, Polexia yawns herself awake.

                         Man, I need some -

               He clamps a hand over her mouth.

                             (jocular but tough)
                         Now listen.  Get it together.  We're
                         both professionals, I don't have to
                         tell you this.  You're not out there
                         to join the party -- we already have
                         one Hunter Thompson.  You're out there
                         to interview and Report.  You got me?
                         This isn't Creem Magazine, it's Rolling
                         Stone.  We need this story in four
                         days.  Now I want to know how it's
                         shaping up.

                         It's a think-piece about a mid-level
                         band grappling with their limitations
                         in the face of the harsh glare of

                         I like what we're saying.  Let me try
                         and get you a thousand more words.
                         It's in consideration for the cover,
                         but don't tell the band.


               The kid hangs up, now shouldering even more pressure.  He
               unclamps Polexia's mouth.

                         - coffee.

                         Me too.  Greenville is so boring.
                             (to William)
                         Any other city in the world and you'd
                         still be a virgin.

                         I'm going out to find Russell.

                         Will you take the laundry?

                             (to the girls)
                         What am I to you?  Tell me right now!
                         What. Am.  I.  To.  You.

         102   INT. HOTEL HALLWAY - DAY                                      102

               Circles have sprouted up under William's eyes.  The orange bag
               strapped over his shoulder, he lugs a huge bag of laundry.  He
               consults room list.  A variety of noises and smells drift from
               the band rooms.  He sees Room Service arrive at Dick's door,
               and it's Estrella who opens the door.  (Dick in the
               background.)  She smiles sweetly to William -- good morning --
               as the door shuts.

                         Houdini... Houdini...

               He arrives at Russell's door.  Two exclamation points have
               been Sharpie-markered to the words Do Not Disturb on the sign
               is gaffer-taped to his door.  He looks through the crack, at
               the bottom of the door.  Carefully and politely, he knocks.

                                     RUSSELL (O.S.)
                         GO AWAY!

               Pissed, the kid flips off the door.  He sits down on a chair
               directly across from the room.  Push in on William, who is
               more pent-up than ever.  He tries hard not to cry, taking
               gulps of air as a maid cart swishes past, revealing... he's
               failed.  He cries.

               FADE UP FROM DARKNESS

               A super-energized Russell Hammond looks into William's sleepy
               face.  William's eyes open.  His own sleepy face is evident in
               Russell's sunglasses.  The bag of laundry is still at his feet.

                                     RUSSELL (cont'd)
                         We'll do the interview in Cleveland!

                         No.  I can't.  You've got to help me.
                         I have to go home.

                         Come on man, we'll have more time there.
                         Don't be tense!!

               He begins rubbing the kid's shoulders.  He's waking up.  There's
               Penny, also rubbing his shoulders.  It is degrading... and
               somehow cool too.

                             (to Penny)
                         You said you'd help me.

                         Come to Cleveland.

                             (massaging, hypnotically)
                         Come to Cleveland... Come to

                         I can't!!

                         Can we help it if we like having you

               William is a bundle of nerves and exhaustion now.  Embarrassed
               and frustrated.

                                     RUSSELL (cont'd)
                         Cleveland, my man.  You can't miss out
                         on the Rock Mecca of the midwest -
                         you're with us.  It's all happening!

                         Rock and roll!

                         Rock and roll.

               We hear David Bowie's live version of "Waiting for the Man."

         103   INT. HOTEL ROOM -- DAY                                        103

               They sit together, hair askew, in sunglasses, resting against
               the headboard.  Carefully, Russell identifies his thoughts.

                         I feel... like his parents.

               Penny runs a worried hand through her hair.

                         I know.

                         I wonder how that happened.

                         You ever notice that all our sentences
                         begin with "I?"

                         I hadn't, no.

                         'Cause we should work on that.

               He looks at her, plays the guitar a little.

         104   EXT. HIGHWAY - NIGHT                                          104

               Night.  Doris rocks toward Cleveland on a muggy summer night.
               The windows of passing houses offer rich Edward Hopper glimpses
               of lives and people William will never meet.

         105   INT. WILLIAM'S BUS BUNK - NIGHT                               105

               William watches from his bus bunk at the back, head on elbow.
               Looking up, he sees the rhythmic motion of bodies on the
               mattress above him, as music continues.

               William gets up, nods hello to the Roadie and his Date on the
               bunk above.  He moves down the aisle... to the seats near the
               front.  A sleeping Russell sits upright, hugging his guitar.
               Penny asleep next to him, Polaroid in her hand of... Russell
               sleeping.  The kid moves on.  He sits with the Bus Driver,
               whose CB crackles with chatter from other tour buses headed to


               Cleveland signs.  Music rises.  Heads pop awake.


         106   EXT. DOWNTOWN CLEVELAND - LATE NIGHT                          106

               Like a slow-moving shark, Doris pulls into empty downtown
               Cleveland.  The streets are empty.  They pass the Agoura
               Ballroom, where a man with a long stick arranges the letters
               Stillwater on the marquee.   Applause in the bus.


               Russell and band enter like warriors, in a pack.  William sags
               with the heavy bags in hand and over his shoulder.  Here, in
               the middle of the midwest, is an explosive rock mecca, just as
               promised.   The feeling of belonging invades all those in this
               lobby.  Fans and other touring rockers mingle together.
               Outside in the real world, everyone else is going to work.

                         It's Bowie!

               The lobby ignites, as William stands near Penny and Russell.
               Bowie races from a limousine through the lobby and into the
               elevators.  He is shrouded by a jacket.  Just the top of his
               electric red hair travels the lobby, as he's hustled by security
               man Dennis in the elevator.  And out of the chaos comes...

         108   INT. HOTEL ROOM - DAY                                         108

               Jeff Bebe and Polexia smash against the wall of the Swingo's
               hotel room, making love.

         109   INT. HOTEL ROOM - DAY                                         109

               Russell and Penny Lane smash against their own wall.

         109A  INT. ARENA - NIGHT                                          109A

               Dick squats at the front of the stage, and talks to a few fans
               in the front row of this crowd.

         110   INT. BACKSTAGE CLEVELAND PAY PHONE - NIGHT                    110

               A wild Cleveland crowd in the building.  The cities on this
               tour are getting bigger, and so are the audiences.  And there
               is a whiff of business now too.  Men in satin tour jackets and
               some Disc-jockey types cruise the backstage.  A Hysterical Fan
               is led screaming to the nearby medic room.  Few even react -
               it's Cleveland - as the shot finds William, tired and yawning,
               on the backstage pay phone.  He is absolutely ready for the

                         Hi Mom.  I'm in Cleveland.

               He listens stoically.  Larry and Ed watch nearby.


               INT. LIVING ROOM -- NIGHT

               Moms sits in silence.

                                     WILLIAM (cont'd)
                         I'm fine! I'm fine!  I'm flying back on
                         Monday Morning.  I'll only miss one
                         test.  I'll make it up.

               Russell listens in, holding his guitar, laughing.

                         Tell her you're a slave to the groove
                         - you can't help it!

                             (covers phone)

               Russell grabs the phone, talks to the silent mother on the
               other end.

                         Hi Mom!  It's Russell Hammond, I play
                         guitar in Stillwater!   It's my fault.
                         How does it feel to be the mother of
                         the future of rock journalism?

               Silence.   Penny passes and stands near William, smoothing her
               pass.  They watch a new pack of groupies prowl the road-crew.
               They are more glam, more trashy and less selective.  They glare
               insolently at Penny Lane.  This is the future.

                                     RUSSELL (cont'd)
                         You've got a great kid -- nothing to
                         worry about!  We're taking care of
                         him!  And you should come to a show
                         sometime!  Join the Circus!

                         Listen to me.   Your charm does not
                         work on me.  I'm onto you.  Of course
                         you like him.


                         He worships you people and that's fine
                         with you, as long as he helps make you

                             (a nerve is struck)
                         Rich?  I don't think so -

                         Listen to me.  He's a smart, good-
                         hearted, 15 year-old kid, with infinite

               Russel looks over at the kid, eyes narrowing as he processes
               the truth.  He's 15?

                                     ELAINE (cont'd)
                         This is not some apron-wearing mother
                         you're talking to.  I know about your
                         Valhalla of Decadence, and I shouldn't
                         have let him go.  He is not ready for
                         your world of compromised values, and
                         diminished brain cells that you throw
                         away like confetti.  Am I speaking
                         clearly to you?

                         Yes, ma'am.

                         If you break his spirit, harm him in
                         any way, keep him from his chosen
                         profession -- which is law, Something
                         you may not value but I do -- you will
                         meet the voice on the other end of
                         this telephone.  And it will not be
                         pretty.    Do we understand each other?

                         Yes... yes...

                             (always the teacher)
                         I didn't ask for this role, but I'll
                         play it.  Now go do your best.  "Be
                         bold and mighty forces will come to
                         your aide!"  Goethe said that.  It's
                         not too late for you to be a person of
                         substance.  Get my son home safely,
                         I'm glad we spoke.

               She hangs up.  Russell hangs up, oddly affected and shook up.

                         Some people get her.  Some don't.

               Russell is still recovering.  William feels embarrassed by his
               mother, once again.

         111   ON THE HUDDLE                                                 111

               William with the band.  He yawns, as the band breaks.  Cleveland
               awaits.  We follow Dick, who guides the band onto the stage
               platform, still in darkness.  Already, stomping and applause
               is mounting.  Russell turns to William before taking the stage:

                         Your Mom kind of freaked me out.

                         She means well.

               Still rattled, he takes the stage.  We see the unbridled
               enthusiasm of the faces on the front row.  A wave of cigarette
               lighters stretch out before them.

                         From Troy, Michigan...

               Russell thwacks a couple chords.  Audience thunders.  He turns
               to other members, feeling chills.  It's in these moments that
               everything else disappears.  They bow and wave, still in
               darkness... each member seems to have his own fans.  Dick lets
               all this play out before finally adding...

                                     DICK (cont'd)
                         Would you please welcome to Cleveland...

               More applause.  This is very very very very fun.

                                     DICK (cont'd)

               Lights come up.  A full blast of audience love hits them right
               in the face, as they begin "Fever Dog."  The band charges
               headlong into their set, as various fans are squeezed up out
               of the crowd and onto the stage.

               HANDHELD ON RUSSELL

               Who is in the middle of playing, as he smoothly whips off his
               guitar, and uses the instrument to send a Frenetic fan back
               into the crowd.  He slips back under the strap, laughing.
               More stage climbers spring up where that fan came from, and
               Russell now watches as Jeff Bebe dodges a fan and comes over
               to Russell to lean on him.  Russell turns to share the moment
               with Penny, dancing with arms in the air at the side of the

         112   INT. DRESSING ROOM -- NIGHT                                   112

               William in the dressing room, eyes red with exhaustion, finally
               interviewing Russell.  He holds the mike stoically.

                         So when you play a great show like

               Dick enters with great urgency.

                         Okay.  I need everybody's attention.

               The kid shuts his eyes.  He knew this would happen.

                                     DICK (cont'd)
                         Alright, well, the rumors are true.
                         The record company has sent a big-time
                         manager here to try and talk you into
                         replacing me.  His name is Dennis Hope.
                         I know you've all heard of him.  He's
                         got all the big bands.  He's right
                         outside.  He wants five minutes with
                         you right now.  I think we gotta do

                         Then bring him in.

               William shuts off his tape recorder.

                         Bring him in!  We'll send him out on a

                             (to William)
                         We'll finish on the way to Boston.
                         You can fly home from Boston.

               William nods, exhausted, as Dick opens the door.  In walks a
               small general of a man in a baseball t-shirt, well-trimmed
               beard and bowl cut.  He holds the super-new Halliburton
               briefcase.  He is DENNIS HOPE, 25.  A man from the midwest,
               with a vision of the future of rock and roll.  Already in his
               head are all the things that will come to pass.  Higher ticket
               prices.  Merchandising deals.  Greater distribution and
               accounting of album sales.  He shrugs hello to the band.

                                     DENNIS HOPE
                             (completely unthreatening)

                         We already have a manager.  He's been
                         with us from the beginning.

               Hope appreciates the lack of small talk.  He strides the room
               with the joyful enthusiasm of a kid who wants to build a fort.
               Russell watches, dismissive, holding his guitar.

                                     DENNIS HOPE
                         Respectfully.  We all have our roots.
                         I believe in bands holding onto their
                         roots.  But those roots need to be
                         augmented.  I'm gonna tell you the truth
                         - I may enrage some and enthrall others.
                         I don't really give a fuck.   Your
                         manager here needs a manager.  Example.
                         If you hadn't run out on the contract in
                         Phoenix, you could have sued over
                         Russell's hand... but you left, negating
                         the contract, forfeiting the deposit,
                         and you effectively traveled a long
                         way to pay that promoter... to
                         electrocute you.

               Russell looks at his hand.

                                     DENNIS HOPE (cont'd)
                         We can all work together.  Your damages
                         have put you way into the hole for
                         this tour.  Right now you owe the record
                         company more than you've got.  But
                         your record's selling, there's money
                         to be made.  So I've brought a plane
                         in, we can add more shows to make-up
                         the difference.   Respectfully.

                         We travel by bus.

                         Doris is the soul of this band!  That
                         bus has been our home since we were
                         the Jeff Bebe Band.

               Dick watches his loyal band with admiration.

                         Hey man -- it's travel on a pogo stick
                         if I thought we'd make more money.
                         You can play more dates with a plane...

         112A  INT. CLEVELAND ARENA - NIGHT - SAME TIME                    112A

               Penny Lane stands on stage facing the empty arena.  The roadies
               have packed up and moved on. She is alone in the poetic and
               trash filled structure that was just hours ago filled with
               people.  (Behavior to come)

                                                             INTERCUT WITH:

         112B  INT. DRESSING ROOM -- NIGHT                                 112B

               The band meeting continues.

                         Hey man, it's not about the money!  It's
                         about Playing music, and turning people

               The band agrees.

                                     DENNIS HOPE
                         Yes, of course.  Clearly.
                         Respectfully.   But on the distasteful
                         subject of money.  Just know.  You're
                         making it -- right now -- and it's all --

               He gestures to infinity.

                                     DENNIS HOPE (cont'd)
                         -- out there.  I'm just talking about
                         bringing it --

               Bringing his hand together in a fist, he returns it, close to
               his heart.

                                     DENNIS HOPE (cont'd)
                         -- back here.

               The band looks at Dick, who manages not to be speechless.

                         But why should we pay you for something
                         we can do ourselves?

                                     DENNIS HOPE
                         Do you know how to keep from getting
                         charged for the ice below the
                         floorboards of Chicago Stadium?
                         Do you know how to do a headlining
                         tour, do you Claire Rothman at the
                         L.A. Forum?  Do you know Bobbi Cowan,
                         Lisa Robinson, Jim Ladd, Frank
                             (look around, amazed)
                         This is Cleveland. Where's Kid Leo??
                         Do you know how you get a record not
                         pressed but played?  Do you know?  I
                         didn't invent the rainy day, man.  I
                         just own the best umbrella.

               He laughs.  It's fun.  Band members are now listening, curiously

                                     DENNIS HOPE (cont'd)
                         Because as much as you may believe that
                         it will last forever, it does not last
                         forever... your biggest fan right now
                         soon they're going to go to college,
                         gonna wanna buy clothes, spend that money
                         some other way, and you know what?
                             (the final insult)
                         They'll tape your record from a friend's

               Russell stops fingering his guitar.  Shot moves across the
               faces of the band members.  Pain.

                                     DENNIS HOPE (cont'd)
                         You've got to take what you can, when you
                         can, while you can.  And you've got to do
                         it now.  That's what the big boys do.

               The band squirms, but listens.

                                     DENNIS HOPE (cont'd)
                         Because if you think Mick Jagger will
                         still be out there trying to be a rock
                         star at age fifty, you're sadly sadly

               Now he's reaching them.  Their slackened roar-weary faces stare
               back at the young dynamo.

                         Yeah, well... we'll think about what
                         you said.

                                     DENNIS HOPE
                         No no.  You don't understand.  I'll
                         think about it.  I'm not auditioning.
                         I came here to decide whether I want
                         to represent you.  So I'll stand outside
                         for a moment, and think about whether
                         I want to stay.

               He leaves the room with a pleasant shrug.  Stunned silence.
               William watches their body language.  No one wants to talk
               first.  Their faces read as -- who was that guy, and how can
               we talk him into staying?

         113   INT. PLANE -- DAY                                             113

               William watches as the band stands inside the new plane.  Dennis
               Hope looks on.

                         This is not us.   This is too much.

               He looks around for support.  Grim nodding faces.

                                     RUSSELL (cont'd)
                             (impressed at seat)
                         This is too much.

               William watches as Russell reclines.  Russell grabs Penny, and
               she falls into the seat next to him.   We hear the loud oncoming
               sound of the plane in flight, as Dennis cooly asks for Penny's

                                     DENNIS HOPE
                         Do you mind?

         114   EXT. PRIVATE AIRPORT -- DAY                                   114

               Doris the bus stays behind in the parking lot, abandoned near
               a field.  The new plane lifts off in the background, as the
               bus sits alone, as if crying steel tears.  Bus Banner reads
               simply: CLEVELAND.  Reprise ending of Whole Lotta Love.

         115   INT. PLANE  NIGHT                                             115

               The girls sit on the jumper seats at the back of the plane,
               with William.

         116   INT. BOSTON HOTEL ROOM HALLWAY -- DAY                         116

               William trudges the hallway with tape-recorder and notebook,
               trolling for Russell.   He passes Boston travelogue posters on
               the walls.  A few room doors are open, he looks for any sign
               of the guitarist.   William veers into Dick's room, where a
               poker game full of Roadies is in progress.  The room is thick
               with exotic smoke.   They are a bunch of road-hardened snobs,
               smoking cigars and other items, famous to themselves, listening
               not to rock and roll... but Sarah Vaughn.

                         Anyone seen Russell?

                         The Enemy!

               Door widens to reveal Russell.

                         Hey!  Welcome to the Road Crew Poker
                         Party.  This game's been going of for
                         two years.

                         That's Mick - he's with The Who.  That's
                         John - with J. Geils.  And that's
                         Richard with the Eagles... and you know
                         The Wheel.

                                     THE WHEEL

               Grumbling roadies continue playing.  Like an old pro, the kid
               turns down a Cola-can hash-pipe.  This hand is down to Dick,
               and a roadie named REG from Humble Pie.

                         Side proposition.  For fifty dollars
                         and a case of Heineken, I will put
                         into the pot... three Lovely Ladies,
                         Including the famous Penny Lane... the
                         Band-Aids, who need to exit our tour
                         before New York...

                         It's a deal.  Show 'em.

               Dick lays down three tens.  Reg lays down three Kings.  Dick

                         Three Lovely Ladies... now in the
                         custody of Humble Pie.

                         Alright, so we owe you fifty dollars
                         and a case of Heineken.

               Embarrassed, Russell notices the kids face.  He leans over,
               and speaks confidentially to him.

                         Look.  Nobody's feelings are getting
                         hurt here.  She already knows Leslie's
                         coming To New York tomorrow.  They all
                         understand.  This is the Circus.
                         Everybody's trying not to go home.
                         Nobody's saying goodbye.

                         No, I got it.

                         These are the Rules that come with
                         every electric Guitar and every
                         amplifier.  They're not just written
                         anywhere.  Rock and roll, brother.  No
                         attachments.  No boundaries.

               But the kid feels bad, and Russell knows it.

                                     RUSSELL (cont'd)
                         Quit looking at me like that.

         116A  INT. HALLWAY - AFTERNOON                                    116A

               The kid is still stuck on the road.  He is in hell now.
               Wearily, with deep circles under his eyes, he shuts his eyes
               for a moment.  Another band is moving through.

                                     SABBATH ROADIE
                         Keep this hallway clear!

         117   INT. BACKSTAGE TRAILER/DRESSING ROOM -- AFTERNOON             117

               William and Penny sit on opposite ends of a blue locker-room
               bench.  It's a small dressing room, crowded with roadies,
               guitars and men in stages of half-dress.  Piles of luggage
               headed for New York sit by the door.  The door suddenly opens
               and Dick arrives with champagne and a cake decorated with a
               sparkler.  It is placed in Penny's lap. It reads: Unforgettable
               Penny... Age Unknown.  Boston, 1973.   They gather now as the
               cake sits before a surprised and enchanted Penny Lane.

                         Happy Birthday from us.

               William watches her face as she reads the message on the cake.
               It hasn't sunk in yet.

               Russell produces a piece of hotel stationery.  He reads a poem.

                         So Penny our friend has gained another year.
                         But long ago, she threw it in gear.
                         She rocked the south
                         The East and West.
                         Could you please get off this endless tour
                         Where we're Black Sabbath's fucking
                               special guest?


                                     RUSSELL (cont'd)
                         She says she's retired
                         Though we've heard that before.
                         She chose us...
                         And in Penny Lane we trust
                         She is a fan of this band.
                         Much more so than us.

               William watches her face.  Still enchanted, she hands out slices
               of the cake.

                                     DENNIS HOPE
                             (to the point)
                         Sorry the plane isn't bigger.

               It hits her.  She looks at William for a clue.  His truthful
               face does not look away.  Now she knows.  She turns to the
               others -- the plane isn't bigger?  Shot moves in on Penny as
               she blinks just a little, cutting into the cake, still mugging
               for everybody, covering it all with a layer of sweet giddy
               laughter.  Shot comes to rest behind her, her head turning to
               connect with band members.  Each of them look away, nobody
               maintaining eye contact with her except the one she now doesn't
               look at.  William.  She blows out the candles, vamping Marilyn
               Monroe-style, and sucks off the frosting seductively, to cheers.
               Russell watches, as we push in on Penny.  She notices all the
               luggage is gone, only her two cases remain by the door.

         118   EXT. CONCORD PAVILLION BACKSTAGE -- EARLY MORNING             118

               William exits a backstage Portosan.  Penny catches him by the
               grilling area where catering is preparing for the outdoor event.
               Their laminated passes swing from around their necks.  Thuding
               in the distance, Stillwater plays for a cheering outdoor crowd.
               The sound of summer insects in the air.

                         So it wasn't a birthday party, it was
                         a farewell.

               William doesn't answer.  He looks at her, blowing some hair
               out of her face.

                                     PENNY (cont'd)
                         You think you can fool me.  I read
                         you.  I know what you're thinking.

                         What's that?

                         You're worried about me and Russell.

                         Yeah.  I gotta work on that.

                         You're so sweet.  God -- if there was
                         more of you in him...

                         Don't tell me this stuff.  I want to
                         like him.

                             (concerned for him)
                         Did you miss your test or something?

               He shakes his head.  It's so beyond a test.

                                     PENNY (cont'd)
                         I know I'm not on the plane, and I'm
                         not going on some other band's bus.  I
                         mean, I could go with the Sabbath road
                         crew, but that would be pathetic.  The
                         girls are all going with Humble Pie.
                         If you could find out from Russell --

                         Penny -

                             (a decision)
                         Forget it.  I'm flying to New York
                         myself.  I have a bunch of partial
                         tickets.  I know his ex-wife, current
                         girlfriend's going to be there -

               William's eyebrows rise.  She examines his face for clues.

                         -- I'm not sure that's a good idea.

                         What?  What are you saying?  What do
                         you know?  Did Russell say something?

                         I don't know anything.

                         I know he wants me there.  He gave me
                         a cake.  He wrote me that sweet poem.

                         Wake up!  Don't go to New York!

                         What are you telling me?

               She looks so achingly beautiful to him.

                         Because you're not who you said you
                         were!  I thought you were retired!

                         You're right.  I'm not who I said I
                         was.  I'm just like you. I love music,
                         so this is my family.  Some people
                         like tractors, and they hang out with
                         tractor people.  What's the worst that
                         could happen if I go to New York?
                             (little girl)
                         "I get my little heart broken?"

                         Oh no.  Never you!  You eat people

               She tears some leaves off a tree.  He looks at her, unable to
               formulate a response.

                         I'm sorry I told you so much.   You
                         have some way of making everybody tell
                         you all their secrets.

                         That's a good one.  Tell me too much
                         and make it my fault.

               He continues walking, she follows.  They have ventured outside
               the backstage area, onto adjoining Boston farmland.  The show
               booms in the background.

                         Come on.  You've seen what's happened.
                         Russell and I fell in love.  How much,
                         I don't know... but this is the first
                         time I've fallen for someone, really
                         fallen... since Iggy, and I'm not happy
                         about it.

                         You slept with Iggy Pop!?

               She says nothing.

                                     WILLIAM (cont'd)
                         Why don't you just tell me now, who
                         else -- so when I go to the record
                         store, I know who to be jealous of.
                         Because right now, it's looking like
                         the whole store!

               He's upset.   She stares at him.

                             (teasing, defiant)
                         You'll remember me forever.  I was
                         there when you lost your virginity.

                             (upset at the memory)
                         So was Steely Dan!  It was a crowded

               She laughs, can't help it.  Then:

                         You make me laugh.  I think I'm gonna

                         I thought we were going to Morocco!
                         There's no Morocco.  There's never been
                         a Morocco.  There's not even a Penny
                         Lane.  I don'teven know your real

                         If I ever met a guy in the real world,
                         who looked at me the way you just looked
                         at me...

                         When and where does the real world
                         occur?  I am really... confused here.
                         Fuck!  All these Rules And all these
                         sayings... and nicknames...

                         You know -- you're too sweet for rock
                         and roll.

                         Where do you get off... where do you
                         get "sweet?"  I'm not sweet.  I'm dark
                         and mysterious and pissed-off and I
                         could be very dangerous to all of you...
                         I'm not sweet, and you should know
                         that about me!  I am The Enemy.

                         You're not any of those things and
                         that's what I love about you.

               William stands there in disbelief, unable to look at her.

                         You fall in love to keep from falling
                         in love.

                         I don't want to go home!

                         Well, I have to go home.  And you never
                         helped me.

                         Yes I did.

                         That disc-jockey in Arizona got a better
                         interview than me... and he was asleep.

               He starts walking back to the stage.  She follows.  They are
               two very young kids thrashed by the seas of rock and roll.
               His frustration increases.  She just doesn't get it.  Applause
               in b.g.  She grabs his shirt.

                         Look.  You should be happy for me.
                         You don't know what he says to me in
                         private.  Maybe it is love.  As much
                         as it can be with someone who --

                         -- sold you to Humble Pie for fifty
                         dollars and a case of beer?  I was

               He is instantly sorry.  Her world privately crumbles, but she
               tries to remain stoic and carefree.

                         What kind of beer?

         119   INT. HUMBLE PIE CREW TRUCK -- DAY                             119

               Sapphire, Polexia, and Estrella bump along to the music and
               the road.  They strain to maintain dignity in these decidedly
               third-class surroundings.  There's only one small blurry window.

                         Who did this to us?

         120   INT. WILLIAM'S LIVING ROOM -- NIGHT                           120

               Mom on the phone.

                         Then don't come home.  Don't do this
                         to me.  If you're going to miss
                         graduation, don't come home.

               She hangs up.

         121   INT. PRODUCTION OFFICE -- NIGHT                               121

               William on the phone.   Speechless.

         122   INT. COLLEGE CLASSROOM -- DAY                                 122

               Elaine faces her Humanities class.  She stands in an
               amphitheater-style, inner-city college classroom, decorated
               with colorful unorthodox artifacts from her home.  These earnest
               city college students listen to her.  But she cannot continue.
               There is a thundering upset inside her.

                         I'm sorry.  I can't concentrate.
                             (beat, confesses, unhinged)
                         Rock stars kidnaped my son.

         123   INT. BAND PLANE -- DAY                                        123

               Music.  Russell and band bounces down in NYC.  Russell listens
               to music on headphones plugged into large boom box.

         124   INT. LIMOUSINE -- DAY                                         124

               William watches, facing the band from the jump seat of their
               limousine, heading into New York.  Up ahead, Manhattan looms,
               beautiful and scary.

                         "New York.  Just like I pictured it...

                         " ... skyscrapers and everything."

                             (to William)
                         We showed you America.  We did
                         everything but get you laid.

               Beat.  They look at each other curiously.  How much does the
               other guy know?

         125   EXT. ST. REGIS -- DAY                                         125

               Russell and band spill out of limo.  The New York cluster of
               hardcore Stillwater fans wait outside.  They hold collector's
               sleeves covering albums to be autographed, and fresh magic
               markers in hand.  William in tow crawls out of the limo last.
               Dick goes to work, pulling luggage from the trunk.  A serious-
               looking Fan (LENNY) approaches Russell with an autograph card.

                         I'm from the Church of Lenny.   We bow
                         to his will and all that it represents
                         - The King of the King of Kings.

                         Make it out to - ?

                         To Lenny.

               Russell nods -- of course.  He signs, as Dick approaches with
               a well-placed word in his right ear.

                         She's here.

               William turns, expecting to see Penny.  Instead we see the
               long-limbed, athletic, pretty and collegiate LESLIE.    She
               holds a Nikon camera, and snaps their picture.


                         Your room is completely stocked, far
                         away from any noisy ice machines,
                         elevators or maid quarters.  The air-
                         conditioning is already on.  And here
                         is your security key -- by the way,
                         you look stunning.

                             (taking treatment for

               Nearby, the young journalist studies the tour's subtle shift
               in welcoming Leslie.   Dick's New York side is almost military.

                         Bags in five!  Cars leave for the party
                         at six!

               William studies Leslie, everyone saying hello to her, everyone
               knowing the subtext.  Nobody saying a word.  William pulls his
               heavy bag out of the back of the limousine.
               The bag breaks, and the contents spill out onto the New York
               sidewalk.  Bars of soap, ashtrays, hotel keys, crumpled paper,
               the contraband t-shirt, "Do Not Disturb" signs, notes, towels
               and thick telephone books from every city.

                                     DICK (cont'd)
                         You know.  There are lighter souvenirs.

                         Well -- I kept thinking I was going
                         home the next day --

                         I did too.  Fifteen years ago.

               All help him with his spilled souvenirs.  Russell shares a
               private look with the kid.  Nearby Leslie greets other band


               It's Super Zeppelin fan Ric Nunez.

                         It's all happening.  Zeppelin is at
                         the Plaza.  So's four other bands.
                         They're partying up there right now.
                         Sapphire, and Miss Penny Lane too...
                         She wants you to call her.
                             (William reacts)
                         They're all staying under the name
                         Emily Rugburn.

               William takes in the information, while regarding Ric's new
               custom  shirt, which features the words to Zeppelin's "The Rain

                             (exiting with Leslie)
                         After the party.  I'll come to your
                         room - I promise.  We'll talk.  This
                         is Leslie, by the way.  Leslie, this
                         is our wayward friend from Rolling
                         Stone.  The Enemy.

               They shake, she smiles randomly.

         126   INT. ST. REGIS FRONT DESK -- NIGHT                            126

               William checks in.

                         William Miller?  Sir, you have an urgent
                         call from a Mr. "Ben Fong-Torres."
                         He's holding for you, right now.

               William takes the phone.  The Clerk watches curiously as the
               kid adopts a new persona.

                             (deep voice)



               On a rainy day in San Francisco, Ben Fong-Torres stands in the
               copy-strewn office of the young editor/publisher JANN WENNER.
               Several other editors are also present in the background,
               including David Felton with cigarette-holder in mouth, and a
               prep-school Fact-Checker named ALLISON.

                         Congratulations.  It's gonna be a cover.
                         Neal Preston will shoot 'em next week
                         in L.A.  we need you back in San
                         Francisco tomorrow.  We'll finish the
                         story here.

               William is overwhelmed with many emotions, fear topping the

                                     BEN (cont'd)
                         You can tell the band.  Allison, our
                         fact checker, needs you to transmit
                         whatever you have of the story, tonight,
                         now, along with your notes.  There is
                         a mojo at the Daily News they'll let
                         us use -


                         A mojo.  It's a very modern machine
                         that transmits pages over the telephone.
                         It only takes eighteen Minutes a page...

         126A  EXT. NEW YORK STREETS -- NIGHT                              126A

               The sound of feet on pavement.  William looks at addresses,
               hustling to the Daily News office.

         126B  INT. DAILY NEWS COPY STATION -- NIGHT                       126B

               William tears pages from his notebook and feeds them into the
               large and clunky earliest model fax machine -- "The Mojo."  We
               hear David Bowie.  "The Jean Genie."

         A127  EXT. MAX'S KANSAS CITY -- NIGHT                             A127

               William weaves, exhausted, into the Stillwater press party at
               this legendary New York nightspot.  The Doorman, who checks
               i.d.s, sees the kid and expresses great doubt.

                                     DENNIS HOPE
                         He's okay, he's with us -

               Hope shoves him past the Guard, and sends him into a very mature
               new world.

         127   INT. MAX'S KANSAS CITY -- NIGHT                               127

               The famous hub of New York rock and roll.  A strong whiff of
               decadence mixes with youthful naivete.  Not a hippie in sight.
               William walks through, looking for familiar faces.  Overhead
               we hear Stillwater.  "If You Say Nothing."  The party is filled
               with scenesters, long silver-haired glamsters, some British
               journalists, and many hunched young skinny bodies in leather
               jackets.  Russell grabs him by the arm.

                         Ah ha!  There you are, ya little fucker.
                         Come on --

                         I have some good news.

                         -- I'll piss to that.  Follow me.

         A128  INT. MAX'S BEDROOM                                          A128

               They enter the small bathroom.  Russell bolts the door, faces
               the urinal and pees.  His own music throbs in the next room.

                         Dennis Hope took me aside, and wants
                         to manage Me solo.  Says to lose the
                         band by February.  Should I do it?  I
                         have no perspective anymore.

               William pees in silence.

                                     RUSSELL (cont'd)
                         At what point do I just take the hint?
                         Nobody Loves this band.  People like
                         us, do they love us?

                         I do.

                             (then pissed)
                         Oh - get this - somebody told Penny
                         Lane I sold her for beer.  The network
                         of these chicks!  Like I would do that.
                         It's Jeff who told her, right?  Not
                         you, right?  None of these guys can
                         just calm down and be a fuckin adult.
                         Now she's here, freaking out.  Leslie
                         can smell it.

                         Wait.  I've got something to tell -

               But he finds himself trailing Russell to the back room bar.

         128   INT. GIRL'S BATHROOM - NIGHT - SAME TIME                      128

               Leslie in the bathroom.  Penny enters and watches her
               discreetly.  They stand together, side-by-side at the mirror.
               Leslie looks once, turns and then turns back at Penny.  She

         129   INT. BACKROOM -- NIGHT                                        129

               William sits with the band.  Over Jeff's head, Penny hangs
               nearby, at the outskirts, drinking and dancing.  They share a
               look, feigning casualty.

                         You guys -- you guys --
                         You're gonna be on the cover of Rolling

               Stunned and overwhelmed, the band waits a beat, lets it sink
               in... and goes wild.  Russell, stunned too, looks at the kid.
               It's big news.  Jeff stands immediately, eyes moist, glass

                             (tears welling, instantly)
                         The cover of Rolling Stone.  And we
                         made it together.  They don't just put
                         somebody with one little hit on the
                         cover of Rolling Stone Fucking Magazine,
                         man.  We made it.

               The band nods solemnly, importantly.

                                     JEFF (cont'd)
                         Damn it -- I'm gonna enjoy this.  The
                         first time I bought that magazine The
                         Beatles were on the cover.  Four of
                         them.  Four of us.  Together.

               They begin singing the then-current Dr. Hook and the Medicine
               Show hit, "The Cover of the Rolling Stone" to William.

                         Who is that girl?  She's creeping me
                         out.  She's not with any of you, is

                         She's with me.

               And now Leslie has confirmation.  A symphony of looks, as Dick
               gets to his feet and moves to confront Penny.  Penny Lane's
               eyes fill and she runs out.  Russell stands... and sees William
               also stand.  William turns and follows her.  Russell stands
               watching, and does not leave.   We hear Elton John's  "Mona
               Lisas and Mad Hatters."

         130   EXT. MAX'S KANSAS CITY -- NIGHT                               130

               William exits as a crush of Partygoers arrives.  He doesn't
               know where she is.   He takes off to examine the cabs stuck in
               traffic.  Song continues.

               POV WILLIAM

               He looks in the backs of cabs.   None of them her.

               Music continues.  He runs down the streets, looking for her.
               Alone in New York City.

         131   INT. PLAZA HOTEL -- NIGHT                                     131

               William on the house phone.

                         Emily Rugburn, please.

         132   INT. HOTEL HALLWAY -- NIGHT                                   132

               William approaches Suite 702.  The door is open.  He hears new
               band voices, and sees new faces. MUSICIAN  # 1 intercepts him.

                         Hi.  I'm a friend of Penny Lane's.

                                     MUSICIAN # 1
                         Aren't we all -

               Musician types are leaving.

                         Where is she?

               Room Service arrives.  Some appetizers and a large expensive
               bottle of champagne on ice.

                                     ROOM SERVICE GUY
                         Can somebody sign for this?

               William does.

                                     ROOM SERVICE GUY (cont'd)
                         Thank you Mr. Rugburn.

               Two more Musicans (English) exit the back room party.  The
               room is clearing out.

                                     ENGLISH MUSICIAN
                         She's sick.  Let's get out of here.

                                     ENGLISH MUSICIAN # 2
                         She used to be so much more together.

               William watches all, champagne in hand, and finds her in the
               backroom.  She's addled and nearly passed out.

                         What happened?

                                     PENNY LANE
                         I'm not good at goodbyes.

               She sags.  He grabs the phone.

                                     PENNY LANE (cont'd)
                         You're the last of my old-time friends.
                         Polexia went to England with Deep
                         Purple... can you believe that?  Even
                         Sapphire's out someplace else.  All
                         she left was her quaaludes.

                         Oh -- wonderful.
                             (into phone)
                         Front desk?  Please send a doctor.
                         Room... what room?  703.  702.   Both
                         rooms, either room.  This is Mr. Rugburn,
                         Yes.  My wife's had an accident with
                         some quaaludes.  Yes - I'll do that.

               The room has emptied out.  Just them, and the remnants of a
               movable party that has moved elsewhere.

                                     WILLIAM (cont'd)
                         Wake up!

               He struggles to get her on her feet.  She tips over on her
               strappy platform shoes.  He struggles to untie them.

         133   EXT. GRADUATION -- DAY                                        133

               The School band plays "Colour My World."  School PRINCIPAL at
               the podium.

                         And now... out graduating class!  Jane

               A peppy student bounds up and grabs her diploma.   Elaine Miller
               watches dolefully in the audience.

         134   INT. HOTEL ROOM -- NIGHT                                      134

               William holds Penny in his arms.  Finally she is close to him.

         135   EXT. GRADUATION CEREMONY -- DAY                               135

                         Victor Sanchez!

               Warm applause for another student who grabs his diploma.  He
               takes off his mortar board to flash an American flag bandana.
               He raises his diploma in victory.

         136   INT. HOTEL ROOM -- NIGHT                                      136

               William holds Penny Lane, and keeps her moving.  It's a sagging,
               messy slow dance.

                         "In the unlikely event of a water
                         landing... "

                         "... you will be required to wear a
                         safety vest."

                         Keep going.

                         "Please place all stowable luggage in
                         the overhead compartments... out in the
                         seat in front of you."

                         "Seat and tray tables."

                         "And seat-backs and tray-tables should
                         be in their full and upright and locked
                         positions... "

         137   EXT. GRADUATION CEREMONY -- DAY                               137

                         And now... out "Pending" Graduates!
                         William Miller... not present.

               Elaine applauds her son, stoically.  It is a dagger through
               her heart.  A sympathetic look from a nearby Mother continues
               the pain.

         138   INT. HOTEL - NIGHT                                            138

               They move slowly, she's fading.

                         "In the tragic event of a water

         139   EXT. GRADUATION - DAY                                         139

               The Principal shares a few thoughts:

                         And to the class of 1973, we say --
                         Don't forget to remember yourself as
                         you are today...  Full of hope... and
                         the dream that everything is possible...
                         Remember this, twenty years from now,
                         when we all own home computers and we
                         all travel in shiny electrical cars
                         that move swiftly, high above the
                         They key to the future is keeping today
                         alive forever.

               Elaine's head lowers slowly in a sea of happy parents.  The
               day will never end.  Mrs. Deegan slips into the seat next to

                                     MRS. DEEGAN
                         First.  Release the guilt.
                             (Elaine nods)
                         Second -

                         Please let there be only two, because
                         I can't get past Number One.

                                     MRS. DEEGAN
                         Second.  Leave a little room for the
                         other teachers in this world.  He's
                         out there looking for mentors.

                         He's got twelve of them.  They're lined
                         up.  He's just tired of me.

         A140  INT. HOTEL ROOM -- NIGHT                                    A140

               William holds Penny.  She is very woozy.

                         "... you will be required to..."
                             (gives up)
                         I'm tired.

               She is very groggy, as he holds her.

                         Well.  Now that I have your attention.
                         And you may not remember this later, I
                         just want to make it clear that... Hey!
                             (she blinks, barely awake
                         I know you've heard this before.  And
                         I have never said this to anybody, not
                         really - well, nobody who didn't legally
                         have to say it back to me, but -
                             (tries to be casual)
                         I love you.  And I have a hard time
                         sharing you with all of rock and roll
                         because I - why am I nervous? - You'll
                         never remember this - HEY! -
                             (she blinks)
                         I love you, and I'm about to boldly go
                         where...  Many men have gone before...

               He kisses her.  A doctor and nurse come crashing into the room.
               They push past William and pull Penny into the bathroom.  He
               sits on the edge of the bed, looking into the bathroom, as
               they work on her.  We hear Stevie Wonder.  "My Cherie Amor."

         140   INT. BATHROOM - NIGHT                                         140

               Doctor places a tube down Penny Lane's throat.  A bored nurse
               holds a water-bag, lowering it to ground level.


               Her feet sticking out, wriggling.  He watches, as music

               ON THE BATHTUB

               Her amber-colored stomach contents look like a Jackson Pollack
               portrait of the era, with three partially dissolved pills.
               Doctor hands enter frame and remove them.  Music continues.

         141   INT. HOTEL ROOM - LATER NIGHT                                 141

               The Doctor re-appears, and sits down next to William, as the
               Nurse exits.  The Doctor withdraws a three-page report form.

                         Your wife will be okay for now -

                         Thank you Doctor.

                         However, she says you're her brother.

                             (eyes report)
                         She's a little confused.

               The ice shifts in the champagne bucket nearby.  The Doctor
               sizes up the situation.

                         Nice champagne.

                         I don't have a driver's license.  With

                         Tomorrow's my wedding anniversary.
                         I'd prefer to take care of this without
                         facing the dawn at the police station.
                         So if you can find a way to get this
                         girl - your wife - back home to her
                         parents, I'd let you pay me anything
                         you can afford.  Because you don't
                         appear to be related to the famous
                         Rugburns of Rhode Island.

               His eyes flick to the champagne.  The kid takes a hint, reaches
               over to the champagne.

                         Happy Anniversary.

               The Doctor puts the champagne in his bag.

                         She won't be good company, but keep
                         her awake for another four hours.

         142   INT. AIRPORT TICKET COUNTER -- MORNING                        142

               Song continues.  William and Penny drag themselves through the
               airport.  He guides her to the ticket counter.  Penny wears
               her green coat, large sunglasses.  He sorts through her many
               partial tickets.  They are both so tired.  She shakes off her
               coat -- she's suddenly very hot -- and he grabs it and loops
               it through her bags.  She's irritable, and ready to go home.

         143   INT. AIRPORT GATE - MORNING                                   143

                             (baring her soul)
                         When I was 14, my Mom and her boyfriend
                         took me to a Rolling Stones concert -
                         and I freaked out and I rushed up to
                         the front of the stage and then a
                         thousand people had the same idea at
                         the same time and I was getting crushed.
                         And I couldn't breathe and that thought
                         flashed through me - almost like a car
                         accident - I thought I might die.  And
                         it was in the middle of "Midnight
                         Rambler" and Keith Richards saw me.
                         And he came over, and came to the front
                         of the stage, and he pulled me out.
                         And they took me backstage and they
                         gave me coke with ice and a - and a
                         lemon.  And I never went home.

                         What about your Mom?

                         She always said - "Marry Up." Marry
                         someone grand.  That's why she named
                         me Lady.

                         She named you Lady?

                         Lady Goodman.


                         You never really get used to it, either.

                         Well -- this -- this just explains

               He wishes it did.  She rubs her stomach.  It's a rocky morning.

                                     WILLIAM (cont'd)
                         See you back in the real world.

                         See you back there.

               She kisses his forehead, and takes off down the accordian
               leading to her plane.  She drops her coat again, bending down
               to retrieve it.

                         Hey Lady!

               Four Woman turn, but not Penny.  She disappears.

         144   INT. AIRPLANE - DAY                                           144

               Penny Lane settles into her seat on the airplane.  She notices
               William watching from the terminal window, and waves.

                         Please extinguish all flammable items,
                         and return all seats and tray tables to
                         their full and upright locked positions.

               She mouths along with the words.  There is no one to share the
               joke with.  And then a few blurry memories come back to her.
               She gestures to him... understanding him more fully... as he

         145   INT. AIRPORT TERMINAL - DAY                                   145

               William walks alongside her plane, moving from terminal window
               to terminal window.  Catching her glance again, he's picking
               up steam.  What's she saying?

         146   INT. PLANE - DAY                                              146

               She keeps watching as he runs alongside, still keeping up with
               her plane.  She now fully remembers, and places her outstretched
               fingers on the window.  She mouths the words:   I'll see you
               back home!

               ON WINDOW

               He us running through her fingers.

               CLOSE ON WILLIAM

               Who can run no further.

                                                                   FADE OUT

               FADE UP

         147   INT. BAND PLANE -- DAY                                        147

               Russell and William are in mid-interview.  The kid's microphone
               is out.  It's a little bit of a rough flight.  William wears
               the same clothes.

                         Why didn't you come back to the party?
                         Bob Dylan showed up.  He was sitting
                         at our table for... had to be an hour,
                         right?  Just  Rapping.  Bob Dylan!  I
                         kept looking for you.  I was going to
                         introduce you.

               The kid feels pain.

                         What happened to you last night?

                         It's a log story.

               A sharp jolt of turbulence.  Russell begins pounding on the
               card table in rhythm.

                             (singing Buddy Holly)
                         "Peggy Sure... Peggy Sue... "


                         "Pretty pretty pretty pretty Peggy
                         Sue... "

               A moment of laughter, and then bam.  Jeff's drink rises and
               suspends briefly in mid-air.  The plane takes another mighty

                         We shouldn't be here.

                         Doris, we miss you!

               Fear is creeping in around the edges.  William, already an
               uneasy flier, looks down.

                                     PILOT'S VOICE
                         This is Craig, your pilot.  It appears
                         we've caught the edge of that electrical
                         storm we were trying to outrun.  Buckle
                         up tight now.  We're gonna do our best
                         to getcha out of this.

               The rocking of the plane worsens, as all buckle up.

                         "Electrical storm?"

                             (strapping in for a roller
                         Rock and roll.

               The sky darkens abruptly. William looks up, increasingly
               nervous, stares straight ahead.  The plane suddenly drops and
               stabilizes.  Everyone is silent but Russell.

                                     RUSSELL (cont'd)
                         Wooooooo Baby!

               A moment later, an ashen-faced CO-PILOT emerges, balancing
               himself with hands on the ceiling of the shuddering plane.

                         We're gonna try to land in Tupelo.
                         We're going to have to cut the inside
                         lighting for the next several minutes.
                         We found a field to land in.

               The kid notices Silent Ed is rubbing a small crucifix.

                                     DENNIS HOPE
                         A field?

                         I can't breathe.

               Push in on Russell. We hear a series of unfamiliar electrical
               sounds.  The plane screwballs through the sky.

                         It might be a rough set-down.  We should
                         be fine.
                             (cracking at the edges)
                         But what we do say in a situation like
                         this is - We would pass but before the
                         plane ... disassembled.  However, God
                         help us, if there's anything you want
                         to say to each other, any secrets,
                         anything like that, now would be a
                         good time.  But just hang in there.
                         We'll get you out of this.

               He returns to the cockpit.  The weather worsens, as the hail
               suddenly pelts the plane, and it comes down hard.  Inside lights
               shut off.   William stares straight ahead, as the cockpit door
               swings open - total chaos visible inside - and then shuts again.

                         And everyone thinks it's so glamorous
                         out here.

                             (oddly detached)
                         He just told us we're gonna die.

                             (insecurities running wild)
                         We're gonna crash in Elvis' hometown --

                         Shut up.

                         -- we can't even die in an original

                         C'mon Dennis, get us a better city.

               Nervous laughter.  Another sheet of hail hits the plane.

                         Oh my God.

               PUSH IN ON WILLIAM

               Just shaking.  Nearly in tears.   Hyperventilating.

                         If something should happen.  I love
                         all of you.  I don't think we have to
                         do the secrets thing.

               The plane shakes.  Now lightening strikes very close.  A
               flashing wall of electricity rolls through the plane and
               evaporates with a burning smell still in the air.  In the

                                     DENNIS HOPE
                         I once hit a man in Dearborn, Michigan.
                         A hit-and-run.  I hit him and kept on
                         going.  I don't know if he's alive or
                         dead, but I'm sorry.

                             (gripped with fear)
                         Oh my God.

               The plane wildly rises, and falls.  It stops for a moment.  A
               strange smooth patch.

                         I love you all too, and you're my
                         family.  Especially since Marna left
                         me.  But if I ever took an extra dollar
                         or two, here and there, it was because
                         I knew I'd earned it.

                         I slept with Marna, Dick.

                         I did too.

                         I waited until you broke up with her.
                         But me too.

                         I also slept with Leslie, when you
                         were fighting.

                         You... slept with Jeff?

                         Yes, but it didn't count.  It was the
                         summer we decided to be free of all

                             (to Jeff)
                         And you say you "love me."

                             (the truth)
                         I don't love you, man.  I never did.

                         Please.  Enough.

                         NONE of us love you.  You act above
                         us.  You ALWAYS HAVE!!

                         Finally.  The truth.

                         You just held it over us, like you
                         light leave... like we're lucky to be
                         with you. And we had to live with it.
                         I had to live with you, and now I might
                         die with you and it's not fucking fair.

               William watches, catatonic.

                             (to Larry and Ed)
                         You hate me?  You too?

               Larry stares at him.  Ed says nothing.

                                     RUSSELL (cont'd)
                         All this love.  All this loyalty.
                             (incredulous, giddy)
                         And you don't even like me.

                         And I'm still in love with you Leslie.

               Bam.  The plane is pulling sideways, and dropping altitude.

                         I don't want to hear anymore.    Shut
                         up! Shut up!  Shut up!

                             (to Jeff)
                         Whatever happens, you're dead.

                         Don't be self-righteous, Russell, not
                         now.  You were sleeping with Penny,
                         that groupie.  Last summer, and up
                         until yesterday.  Why don't you tell
                         Leslie THAT?

               Russell tries to get up and attack him.  The force keeps him
               in his seat.  He yells.  Loud.

                             (freaking out)
                         I quit.

               The turbulence worsens.  William finds his mouth saying
               emotional words he cannot control.

                         "That groupie?"  She was a Band-Aid.
                         All she did was love your band.  And
                         you all -- you used her, all of you.
                         You used her and threw her away.  She
                         almost died last night, while you were
                         with Bob Dylan.  You're always talking
                         about the fans, the fans, the fans.
                         She was your biggest fan and you threw
                         her away.  And if you can't see that,
                         that's your biggest problem.

               Russell and Jeff stare at each other.   The plane is rocking
               very very hard.  Leslie is crying.

                         I'm gay.

               They all turn to the silent drummer.  (It's his first spoken
               dialogue of the movie.)


               The plane pops out from below the clouds.  Sunshine spikes
               through the embattled windows of the plane, as they float
               downwards to the city of Tupelo, Mississippi.  A very very
               uneasy silence fills the plane.  No one can look at each other.
               Out bursts the Co-Pilot, giddy with victory.

                         Thank God above, WE'RE ALIVE!!   WE'RE
                         ALIVE!!  WE'RE GONNA MAKE IT!!

               Shot of all the occupants, ending with Russell.  Suddenly, the
               alternative seems far more attractive.  We hear Rod Stewart's
               "Jo's Lament" as music plays over their still-shocked faces.

         148   INT. TUPELO AIRPORT CORRIDOR -- DAY                           148

               Music continues, as they walk together like ghosts in a long
               and very pregnant silence, ignoring the kid.  Everything is
               different now.  The kid peels off and throws up in a dumpster.
               We continue with the band, unhappily moving forward.  William
               hustles back to catch up.  They ignore him.  There are much
               bigger thoughts in play.  No one wants to speak.

                         Well, I think we can build on this new

               Boom.  Russell attacks him, and they're pulled apart.  The
               band continues moving forward, arriving at a fork in the airport
               terminals.  William stops.  This is where he must part company.
               He stands at the mouth of the next terminal, as the band
               continues, unaware he's split off.   He watches their backs,
               they've forgotten him.

               Then Russell turns, sensing something missing.  William.  All
               now stop and turn.  Still shell-shocked, they summon a pre-
               occupied but heartfelt goodbye.  William waves.  Music


               William's finger finds San Francisco.

         149   INT. CAB -- SAN FRANCISCO -- DAY                              149

               The kid checks the address as he arrives at the MJB Building,
               and its next-door neighbor, the San Francisco headquarters of
               Rolling Stone Magazine.  He still wears the same clothes from
               last night in New York.

         150   INT. ROLLING STONE MAGAZINE -- DAY                            150

               William arrives at the front desk, gets the once-over from  a
               friendly RECEPTIONIST, a paragon of new cool.

                         Leave your package at the desk.

                         I'm not a messenger.  I'm one of your
                         writers.  William Miller.

               He is zombie-tired, with heavy duffel case and his orange bag.

         151   INT. ROLLING STONE OFFICES -- DAY                             151

               William walks down the center aisle.  Editors and writers look
               at him, standing at the front of their cubicles to see this
               exhausted 15 year-old writer.  At the end of the aisle, like a
               human finish line, stand Ben Fong-Torres.

                         You're William Miller?

               The secret emerges not with a bang but with a slight and tired
               nod of the head.


                             (putting it all together)
                         Oh baby.

               Ben leads him into the office of Jann Wenner, the editor-

         152   INT. JANN WENNER'S OFFICE -- DAY                              152

               William sits.  Editors are feverishly discussing the next issue.
               The big concerns of a national magazine are in the air.
               Everyone is focused and quick.  The conversation is machine-
               gun like. Jann Werner turns to the kid.

                         We can't run this piece.

               The kid's eyes travel to his story -- a stack of fuzzy-looking
               sheets on the table.

                         You obviously saw more than you wrote
                         about.  After eight days on the road
                         with these guys.

                                     DAVID FELTON
                         Didn't anything happen?

                         And where are you in this piece?  What
                         did you want to write?  Because this
                         reads like what they wanted you to

                         What happened to your highly-touted
                         think piece on limitations of a middle-
                         level Band in the face of success?

               William sits speechless.  It's sinking in.  Failure.
               Conversation continues at a fast pace:

                         We can push up Chet's Who cover -

                                     FACT CHECKER
                         Good 'cause it's going to take me three
                         days to get through this research.
                         It's all handwritten, on little slips.
                         Plus, they all refer to woman as
                         "chicks." I mean, as a woman I have a
                         problem with that.  I know it's a side

                                     DAVID FELTON
                             (sympathetic, loquacious)
                         It's a "puff piece."  you fell for
                         'em.  It happens.  A relationship forms.
                         You want them to like you.
                             (wistful, chewing cigarette
                         Happened with me and Charlie Manson.
                         He was a very charming... lively...

               Felton catches himself swooning.  The other are staring at
               him.  He snaps out of it.

                                     DAVID FELTON (cont'd)
                         ... mass-murderer.

                         Please let me finish it.  Give me
                         tonight to work on it.

                                     FACT CHECKER
                         Chet's piece is all fact-checked and

                             (to William)
                         Get some sleep.  We'll do another story
                         sometime.  We'll get you a kill fee.

                                     FACT CHECKER
                         His research is all on little bits of
                         paper.  Did I say that?

                         Ben.  You told me to send what I had.
                         It's not finished.

                                     FACT CHECKER
                         That's being charitable.

               Ben looks at the kid, then at Jann.  Jann scans the kid's face
               for a beat, nods.

                         Let him use the big office.   It's
                         where Hunter used to write.

               William rises, gratefully.  He shakes Jann's hand.

                                     FACT CHECKER
                             (pointed re: his age)
                         You can type.

                         Yes.  It took it in grade school.

         153   INT. BIG OFFICE -- NIGHT                                      153

               William sits in the "big" office.  It's a small white tank.
               After all the sound and fury, there is only the hum of a large
               electric typewriter.  His research, transcripts and some band
               photos sit nearby.  He takes a bite of a candy bar, a sip of
               coffee.  He looks at the phone.


               Crazy jazz is playing.  Lester Bangs on the phone.

                                     LESTER BANGS
                         Aw, man.  You made friends with them!
                         See, friendship is the booze they feed
                         you.  They want you to get drunk on
                         feeling like you belong.


               INT. ROLLING STONE -- NIGHT

               William in the empty Rolling Stone office.

                         Well, it was fun.

                                     LESTER BANGS
                         They make you feel cool.  And hey.  I
                         met you.  You are not "cool."

                         I know.  Even when I though I was, I
                         knew I wasn't.

                                     LESTER BANGS
                         That's because we are uncool!  And
                         while women will always be a problem for
                         guys like us, most of the great   art in
                         the world is about that very problem.
                         Good-looking people have no spine!
                         Their art never lasts!  They  get the
                         girls, but we're smarter.

                         I can really see that now.

                                     LESTER BANGS
                         Yeah, great art is about conflict and
                         pain and guilt and longing and love
                         disguised as sex, and sex disguised as
                         love... and let's face it, you got a
                         big head start.

                         I'm glad you were home.

                                     LESTER BANGS
                         I'm always home!  I'm uncool!

                         Me too!

                                     LESTER BANGS
                         The only true currency in this bankrupt
                         world if what we share with someone
                         else when we're uncool.

                         I feel better

                         My advice to you.  I know you think
                         those guys are your friends.  You want
                         to be a true friend to them?

               William takes a deep breath.  Looks at the research cassettes and
               notebooks.  The empty page.

                                     LESTER BANGS
                         Be honest and unmerciful.
                         You're doing great.  Call me later is
                         you want.  I'm always up.

         154   INT. ROLLING STONE OUTER OFFICE -- MORNING                    154

               Ben Fong-Torres and David Felton look at William's new
               manuscript with great interest.

                         Read me the opening line.

                             (reads aloud)
                         "I am flying high over Tupelo,
                         Mississippi, with America's hottest
                         band, and we are all about to die."

                             (as if sampling wine)
                         Dark.  Lively.

                         Yeah, and it gets better.
                         Did this all really happen?

               William sleeps restlessly nearby, mouth agape, sitting upright
               in a plastic chair.

                                     FACT CHECKER
                             (jealously reaches for
                         Give it to me.  I'll call and check
                         the quotes.

         155   INT. NEW TOUR BUS -- DAY                                      155

               The band rides in a new tour bus.  The palpable tone in the
               air is -- PANIC.

                         Look.  Let's just piece together our
                         information...  because the fact-checker
                         asked us all about different parts of
                         the story.

                         What did he write about?  What's he

                         It.  All.  He's using it all.

                         So what?

                         So what?
                         We come off like amateurs... some
                         average band...  trying to come to
                         grips, jealous and fighting and breaking
                         up - we're buffoons!

                         Maybe we just don't see ourselves the
                         way we really are.

                         He was supposed to be our friend.

                             (ruefully, remembering)
                         I told him to write what he wanted.

               All eyes look to Russell.

                             (to Russell)
                         By the way, he has you on acid,
                         screaming "I Am A Golden God" from a
                         fan's rooftop.

                             (immediately remembering)
                         Oh my God.

                         They used him to fuck us.

                             (still back at "Golden
                         I didn't say "Golden God."  Or did I?

                         We never took him seriously, and now
                         it's serious.

                         I liked him as a person.

                         He was never a "person!"  He was a

               Russell nods.  He looks at Silent Ed, drumming soundlessly on
               a rubber pad.

                         You.  You had the right idea all along.

               Ed silently nods thanks.

                                     DENNIS HOPE
                         How about the plane flight?

                         It's all in there.  But don't worry,
                         it's all unspecific who say what.  No
                         names are mentioned in the more
                         embarrassing sequences, it's just
                         completely obvious who's who!  We're


                         I forgot he was there.

                                     DENNIS HOPE
                         Well, they haven't talked to Russell -
                         he can always deny the key stuff to
                         the fact checker.  Then they can't
                         print it.

                         Is that true?

                                     DENNIS HOPE
                         It's war, my friend.  If you'd met me
                         earlier, he would have never been on the

               Dennis hands Russell the phone.

                                     DENNIS HOPE (cont'd)
                         He'll live.

         156   INT. ROLLING STONE OFFICES -- DAY                             156

               William is still being congratulated by his new peers.  We see
               him woozy but beaming, as Allison the Fact Checker comes out
               of her office, waving the manuscript.  She works her way through
               the cluster of editors.

                                     FACT CHECKER
                         The band just denied 90% of the story.
                         It's a fabrication.

               Everyone looks at William, who is speechless and confused.
               Their congratulations stop on a dime.  The fact checker can't
               resist twisting the knife a little.

                                     FACT CHECKER (cont'd)
                         You weren't honest.  And worse, you
                         wasted our time.

                         Did you talk to Russell?

                                     FACT CHECKER
                         Russell Hammond is the one who denied


                                     FACT CHECKER
                             (one last shot, to William)
                         We're going with the Who - !

               The kid has been sandbagged.  The machine of a big-time magazine
               whirs into action on another story, as the cluster moves down
               the hall.

                                     SOMEONE'S VOICE
                         He's just some fan... what did you

               William sits there, as only David Felton stay behind,
               brandishing his cigarette-holder.  He sits down next to the

                         Well, I believe you.

               He looks at the kid, decides to offer a personal parable.

                                     FELTON (cont'd)
                         Jim Morrison once came to my house and
                         drank a beer.  The beer is still on my
                         mantle.  I'm 35 years old with Jim
                         Morrison's beer as a shrine.  I wanted
                         to be Earnest Hemingway.  Instead.  I
                         have Jim Morrison's beer.
                             (shrugs, he's learned to
                              live with it)
                         If you didn't make your story up, good
                         for you.  If you did make it up... good
                         for you.

               The kid looks at him, too tired and still in shock.

                                     FELTON (cont'd)
                         Say something, so I know you're alive.


               He exits.

                         Powerful  word.  Strong.  Final.

         157   INT. BACKSTAGE CREW MEAL - NIGHT                              157

               Russell Hammond sits down on a plastic chair with a paper-plate
               filled with buffet-style food - steak and baked potato.
               Preoccupied, and several seats away from other crew members.
               He drinks a glass of milk.   Out old friend Sapphire takes the
               seat next to him, holding a skimpy paper plate of vegetables.

                         I feel bad.

                         Well, at least you feel.  That puts
                         you in a higher class of asshole.

               They eat in silence.  Sapphire looks around.  The new breed of
               groupies eye her, as they cruise Russell on the periphery.
               They're bolder, flashier.  She eyes them back with seniority.

                         What did I do?

                         Well - you can do what the big boys
                             (he looks at her)


               The girls still circle Russell nearby.  He's unaware.

                         You believe these new girls?  None of
                         'em take birth control, and they eat
                         all the steak.

               She looks sadly at her plate of vegetables.  An ever-sharp
               mind in last night's clothes, she commands Russell's respect.

                                     SAPPHIRE (cont'd)
                         They don't even know what it id to be
                         a fan!  To blindly love some silly
                         piece of music... or some band so much
                         that it hurts... please,  they're all
                         just after the money.  Shoo --
                             (in their direction)
                         Go rob a bank!  It's more honest!

                         Is Penny okay?

                         The Quaalude Incident.  Yeah, it wasn't
                         pretty.  She could have died.  I always
                         warned her about letting too many guys
                         fall in love with her.  I guess I was
                         On of 'em saved her life.

               Russell nods.

                         Well, it's finally over with Leslie.
                         I'm going to call her.

                         Let her retire.
                             (he doesn't respond)
                         You want to lock her up in a house in
                         Michigan?  Please.
                             (he doesn't respond)
                         Write her a song someday.  She deserves
                         it.  Something about that girl brought
                         out the best in a lot of...
                             (looks around backstage)
                         ... pretty average people.  She deserves

               Russell stares into his crew meal, nodding a little.

                                     SAPPHIRE (cont'd)
                             (forward thinking)
                         ... because something tells me twenty
                         years from now, we'll remember her...
                         and not much else.

               Russell smiles to himself, knows it's true.  Dick passes,
               placing hands on Russell's shoulders, massaging a little.

                         Have a good vacation.  I hope the band
                         stays together.  Before it all went
                         down the shitter, it was starting to
                         get really good.

               Dick claps Russell on the back, and moves on.  He turns to

                         I'm not going to blame myself.  I do
                         make people happy.  They just shouldn't
                         get to know me... 'cause it appears to
                         spoil everything.

                         Don't be so easy on yourself.

                         What gives you the right to get this
                         personal with me.

                         Let's not reminisce.

         158   INT. SAN FRANCISCO AIRPORT -- NIGHT                           158

               William moves like a zombie through the airport, and collapses
               in a seat.  He sits still in the crowded flow of human traffic.
               A cluster of Flight Attendants pass.  One stops, a stylish young
               woman wearing a tall bubble-shaped PSA hat with swirling colors.


               He looks at her.  He feels like he's on Mars, and she looks
               like a Martian.

                                     ANITA (cont'd)
                         You guys this is my brother!

                                     MALE FLIGHT ATTENDANT
                             (ad if meeting a celebrity)
                         "The Narc?!"

               William looks woefully at them, like a dog who's been hit by a

                         You guys, I'll deadhead back later.  I
                         think I'm needed.

                                     MALE FLIGHT ATTENDANT
                         Nice to finally meet you.

                                     FEMALE ATTENDANT
                         You have a good day!

               Anita looks in her brother's face.

                         You look awful, but that's great.
                         You're living your life!  You're finally
                         free of... her.


                         Hey.  I'll take off work.  Let's have
                         an adventure together.  You and me,
                         finally.  Anywhere you want to go.
                         Anywhere in the world.

         159   EXT. WILLIAM'S HOME -- DAY                                    159

               William whistles the family whistle.  Sister and brother trudge
               up the steps.

                         This is not my idea of a good time.

                         Just get me to my bed.

                         I'll deal with her.

               William whistles again.  Mom meets them at the door.  She looks
               at her trashed son who has finally come home.  For the first
               time, she hugs Anita first, and it's not lost on Anita.

               It's a clumsy neck-hug, neither wanting to commit.  The kid
               passes to his Mother's left, with suitcase, intentionally
               nudging her into his sister.  Anita takes this as an aggressive
               act of love, and hugs her mother back.  Tears stream down Mom's
               face.  Their cheeks touch. Mom pulls away, and sees her own
               tears on Anita's face.  Thinking that she's also crying, she
               grabs a tissue for them both.

         160   INT. ELAINE'S HOUSE -- CONTINUOUS                             160

               The kid stands in the hallway listening, shaking his head,
               poised to enter his room, unseen by them.

                             (so worried)
                         What are we going to do about him?

                         I don't know.  Whatever happened to him, I
                         just wish it could have happened to me.

                         The magazine killed his story.

               Now they really hug, Anita gulping back real tears.  William
               watches them bonding over the oddest thing - his failure.
               William goes into the bedroom, the final three feet to sleep,
               and shuts the door.  A hand places a hotel sign on the door -
               DO NOT DISTURB.  Slight push in.

               ON BED

               He collapses with all his clothes on, almost instantly asleep.  His
               walls, just as he left them, boast a pantheon of rock heroes...
               with a very lonely Abraham Lincoln (or Atticus Finch)  in the center.

         161   INT. ROLLING STONE OFFICES -- DAY                             161

               The elevator doors ding open, and out walks Russell Hammond.
               The Secretary has just finished answering the phone, "Straight
               Arrow Publishers."  She puts the caller on hold.

                         Hi, I'm Russel Hammond.

                         You're here regarding?

                         My life.

         162   INT. EDITORIAL OFFICE - DAY                                   162

               Russell stands with the editors, observing the fine portraits
               on the walls.  He's behind enemy lines, and he knows it.
               Everything in the room fascinates him.

                         I don't care what happens.  I don't
                         care if you put us on the cover.  But
                         you sent us a kid and... and he was a
                         fan.   And we all made friends with
                         him - absolutely, to get a good story.
                         But then we actually liked him.  We
                         thought he's... show us our lives in
                         some mythic way and I guess... we're
                         not mythic.  We panicked.

                         You denied most of the story.

                         Yeah, well, here's the problem with
                         the truth.  It's too true -

                         Well, we appreciate the visit.  The
                         last time an artist came here, it was
                         Buddy Miles and he punched me.

                         I'm not punching anybody.  I am
                         personally, as of 2 pm yesterday, on a
                         voyage of self-reinvention.  This is
                         about William Miller.
                             (counting off fingers)
                         He lives with us, he lost his virginity,
                         he saw us at our worst, appreciated
                         our best, he saved two lives, including
                         mine... he smuggled about a half-pound
                         of pot into Boston, and we never even
                         told him -

               Nearby, David Felton looks at another editor, raising an

                                     RUSSELL (cont'd)
                         -- we told him too much, we told him
                         everything...  He almost died with us
                         over Tupelo... if the band survives
                         him, it'll be a miracle... but you
                         know, he tried to keep up, and that's
                         a journalist to me.

                         It's too late.  We're going with a
                         different cover.

                         Thank God.

               But Russell looks around at the numerous portraits if dead
               legendary rock stars, fixing on the one photo closest to all of
               them, a very vulnerable-looking Janis Joplin.  A second thought.

                                     RUSSELL (cont'd)
                         You tell me it's too late.  But I could
                         go back to my hotel room and... and
                         O.D. tonight and something tells me
                         you'd find a way to put me on the cover
                         of the next issue.  Am I right?

               He looks at their faces.  They cannot disagree.

                                     RUSSELL (cont'd)
                         I'm learning the game.
                             (beat, shrug)
                         We fucked up.  We made friends with him.

                         Next time we'll all be more

                         Maybe so.
                             (beat, an odd thought)
                         But God forbid, the day comes when
                         selling yourself is as important as
                         the music you make.
                             (rueful, to Hendrix on the
                         You might have died at the right time,
                         my friend.

                         Thank you for visiting.  Good luck.

                         Do what you want, but the story is

               LONG SHOT RUSSELL

               at the entrance.  Raises his hand.

                                     RUSSELL (cont'd)
                         Good evening!

         162A  EXT. SAN FRANCISCO - DAY                                    162A

               Russell stands outside, a traveling man with no where to go.
               Oddly, and in a way that surprises him, the world begins to
               speak to him again... little noises everywhere, turning into a
               music of its own.  It's a beautiful and compelling "silence."
               He thrusts his hands deep in his pockets, and takes a breath
               of life.  His head filling again with the music of the world,
               he begins to walk down the street.  Very naturally, and quite
               randomly, he is noticed by young passersby.  They can't help
               it.  He looks like a star.  They can't quite figure out who it
               is, but it's someone, and they begin to follow him down the
               street.   Unbeknownst to him as he walks along, deep in thought,
               a small crowd begins to form... following him.

         163   INT. BREAKFAST TABLE - DAY                                    163

               A quiet kitchen.  Anita has been cooking.  A substantial
               breakfast has been placed on the table.  Sausage, orange
               juice... and now Anita sets down a plate of pancakes, with
               syrup and butter, in front of her mother.  William watches his
               mother facing an old enemy - white sugar.

                         They're called pancakes.  Who knows
                         when we'll be together again.  Splurge.
                         It's what most people call breakfast.

               Mom looks at her children, and takes a breath.

                         I went through your records.  And I
                         found a song to play for you.

               She goes to the stereo and puts on a record.  The two children
               eye each other - what's coming next?  (Song to be chosen)
               The two kids eye each other again.  Self-consciously avoiding
               their gaze, Mom sits and toys with her breakfast.  It's a song
               she clearly wants them to hear.  It's a song from the heart.
               They look at her, amazed.  Elaine looks up, regards her family.
               Somehow they're back at this table.  They continue eating

         164   ON SIDEWALK                                                   164

               Bam.  A bundle of bound Rolling Stone Magazines lands on the
               newsstand pavement with a thud.  Someone reaches in to cut the
               cord, as the magazines puff up into view.  It's the new issue,
               with Russell Hammond on the cover.  The title: Stillwater Runs
               Deep.  Just another stack of magazines waiting to be places in
               the racks.

                                                                   FADE OUT

               Music segues to Led Zeppelin's "Four Sticks."  Penny Lane's
               sleeping Polaroid shots of our characters, featuring a few

                                     THE END