Actor Point >> Movie Scripts >> Dumb and Dumber Film Script

Dumb And Dumber Movie Script

Writer(s) : Peter Farrelly, Bobby Farrelly, Bennett Yellin

Genres : Adventure, Comedy

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FADE IN:

EXT. PROVIDENCE, RHODE ISLAND - WINTER MORNING

A PRETTY YOUNG WOMAN is standing on the street corner waiting
for a bus. She's carrying books and looking very collegiate.

A black stretch LIMOUSINE with darkened windows drives past,
SLAMS ON ITS BRAKES, and backs up. The Young Woman stares at
her reflection in the windows, wondering what this is all
about.

Finally, the REAR PASSENGER WINDOW zips down, revealing LLOYD
CHRISTMAS, age 30. He's a pleasant-enough looking guy, if a
little shaggy. He's wearing a dark suit.

                       LLOYD
           Excuse me, can you tell me how to
           get to the medical school? I'm
           supposed to be giving a lecture in
           twenty minutes and my driver's a bit
           lost.

                       YOUNG WOMAN
               (heavy European accent)
           Go straight aheads and makes a left
           over za bridge.

Lloyd checks out her body.

                       LLOYD
           I couldn't help noticing the accent.
           You from Jersey?

                       YOUNG WOMAN
               (unimpressed)
           Austria.

                       LLOYD
           Austria? You're kidding.
               (mock-Australian accent)
           Well, g'day, mate. What do you say
           we get together later and throw a
           few shrimp on the barbie.

The Young Woman turns her back to him and walks away.

                       LLOYD (CONT'D)
               (to self)
           Guess I won't be going Down Under
           tonight...

He SIGHS and zips the window back up.

                                                            2.

INT. LIMO

Lloyd climbs through the driver's partition into the front
seat. Then he puts a CHAUFFEUR'S CAP on his head and drives
away. We see that HE'S THE DRIVER!

The dispatch radio CRACKLES TO LIFE:

                        DISPATCHER
                (v.o.)
            Carr 22, come in, car 22...

Lloyd grabs his CB mike.

                          LLOYD
            This is 22.

                        DISPATCHER
            22, where the hell are you, Lloyd?
            You're running late on the East Side
            pick-up.

                        LLOYD
            Cool your jets, Arnie. I'm on my
            way.

                        DISPATCHER
                (v.o.)
            Well hurry it up. And make sure you
            park legally. One more ticket and
            your ass is history.

                                                     CUT TO:

EXT. MUTT CUTS DOG SALON - DAY
This building is white with black spots on it, like a
DALMATION. Over the front door is an awning shaped like a
DOG'S SNOUT, whiskers included. A van pulls up outside.

The vehicle is decorated like a GIANT POODLE, with four legs
hanging off the sides, a tail in the rear, and a dog's snout
on the front grill. MUTT CUTS is written on the side of it.

HARRY DUNNE climbs out. He's in his early 30s and dressed in
a ridiculous BEAGLE COSTUME, including a CAP WITH FLOPPY
EARS. He goes to the rear of the van, opens it, and a swarm
of DOGS pile out.

                        HARRY
            Okay, gang, single file. You know
            the rules: No pushing, no humping,
            and no sniffing heinies...

                                                           3.

The door to the shop opens and Harry's annoyed boss, MR.
PALMER, sticks his head out.

                      PALMER
          Hey, why aren't those mutts on
          leashes?

                      HARRY
          The same reason you're not on a leash,
          sir because it's demeaning and it
          chafes like hell.

                      PALMER
          Just get them in here now! They all
          have to be bathed and clipped in an
          hour.

Palmer disappears back inside. Harry CALLS to the dogs but
they pay no attention. He struggles to keep them from
wandering off. He grabs a couple of SMALL POOCHES and sits
them on a wall.

                      HARRY
          You kids stay right here...

As he turns to round up the other, we discover that the wall
isn't a wall it's a flatbed truck. The truck drives away,
taking the two dogs with it.

                      HARRY (CONT'D)
              (at truck)
          Hey, wait a minute!

Harry chases after the vehicle.

                                                     CUT TO:
EXT. EAST SIDE ESTATE - DAY

Lloyd Christmas pulls the limousine into a long, tree-lined
driveway. He gets out and looks up in awe at an IMPRESSIVE
STONE MANSION. He WHISTLES to himself, then walks to the
front oor and RINGS THE BELL.

The double-front doors of the mansion open and MARY SWANSON
appears. She's 25 and gorgeous. Lloyd's jaw drops open when
he lays eyes on her.

                      MARY
          Hello.
              (beat)
          I'll be just a minute...

                                                          4.

As Mary steps back inside, Lloyd takes out a tiny can of
Binaca. He sprays his mouth, under his arms, his hair, behind
his ears...

                                                     CUT TO:

INT. LIMO - DAY

Lloyd is driving and Mary is in the back, looking out the
window, lost in thought. She's got a BRIEFCASE resting on
her lap and she fingers the leather nervously. Lloyd keeps
glancing at her in the rear-view mirror, but for a moment he
is speechless. Then:

                      LLOYD
          Why you going to the airport? Flying
          somewhere?

                      MARY
              (dead-pan)
          How'd you guess?

                      LLOYD
          Well, I saw your luggage, then when
          I noticed the airline ticket, I put
          two and two together.
              (beat)
          So where you heading?

                      MARY
          Aspen.

                      LLOYD
          Oh, you're gonna love it. I hear
          California's beautiful this time of
          year.
Mary looks back out the window and Lloyd sneaks another
glance.

                      LLOYD (CONT'D)
          Name's Christmas. Lloyd Christmas.

                      MARY
          I'm Mary.

ON LLOYD - we can almost see his mind work. He's desperate
to impress her.

                      LLOYD
          Uh, this isn't my real job, you know.
          It's only temporary.

                                                         5.

                         MARY
          Oh?

                      LLOYD
          Yeah, you see, my friend Harry and I
          are saving up our money so we can
          open our own pet store.

                         MARY
          That's nice.

                       LLOYD
              (smiling)
          I got worms.

                      MARY
          I beg your pardon?

                      LLOYD
          That's what we're gonna call it: I
          Got Worms. We're gonna specialize in
          selling worm farms you know, like
          ant farms. A lot of people don't
          realize that worms make much better
          pets than ants. They're quiet,
          affectionate, they don't bite, and
          they're super with the kids.

                      MARY
          Aren't ants quiet, too?

Lloyd realizes she has a point.

                        LLOYD
          Uh... well, sure but they aren't half
          as affectionate. And if you cut an
          ant's head off, it won't grow back.

                         MARY
          I see.

                      LLOYD
          And best of all, worm farming is a
          seventy-five-thousand-dollar-a-year
          industry. I wouldn't mind having a
          piece of that pie, if you know what
          I mean.

To her credit, she doesn't. They continue driving. Mary looks
at her watch and crosses her legs. Lloyd can see that she's
concerned about something.

                                                            6.

                      LLOYD (CONT'D)
          What's the matter? Little tense about
          the flight?

                      MARY
              (beat)
          Something like that.

Lloyd SWIVELS AROUND and STARES over his shoulder at her.

                      LLOYD
          It's really nothing to worry about,
          Mary. Statistically, they say you're
          more likely to get killed on the way
          to the airport. You know, like in a
          head-on crash, or something.

                      MARY
          Um, Lloyd, could please keep your
          eyes on the road.

                      LLOYD
          Good thinking. There's a lot of bad
          rivers out there.

Lloyd turns back to the steering wheel.

                                                     CUT TO:

EXT. AIRPORT - DAY

Lloyd is putting the last bags on a cart. He closes the trunk
and turns to Mary. She looks nervous and disconcerted as she
reaches into her purse. She pulls out a ten-dollar tip.

                         MARY
          Here you go.

                      LLOYD
          Keep it. It was my pleasure.

For the first time, Mary Swanson offers a slight smile. This
makes her more lovely than ever.

                      LLOYD (CONT'D)
          Relax, Mary. Just get trashed and
          pass out. You'll be there before you
          know it.

                      MARY
          Thanks Lloyd.
              (beat)
          And good luck with your worms.

                                                            7.

Then she PICKS UP HER BRIEFCASE and walks into the terminal,
followed by a PORTER pushing her bags. Lloyd watches her,
ENCHANTED, until she's out of sight.

Afterwards, he climbs back into the limo,  LOVESICK. For a
moment he doesn't even have the energy to  turn the key. He
just drops his head against the steering  wheel, DEVASTATED.
There's a TAP on the window. Lloyd looks  up to see a POLICE
OFFICER standing there.

                      POLICE OFFICER
          Come on, move it, you're in a red
          zone.

Lloyd starts the limo and pulls away.

                                                      CUT TO:

INT. AIRPORT TERMINAL - DAY

Mary looks tense as she moves through the throngs of
travelers. Her pace is slow, deliberate, and her eyes are
focused straight ahead.

She passes a row of phone botths and two MEN one dressed in
an ARMANI SUIT, the other in a PLAID SPORTCOAT watch her.

                       ARMANI SUIT
          She's gonna leave the briefcase at
          the foot of the escalator. You make
          the pick-up.

                      PLAID SPORTCOAT
          Piece of cake.

EXT. AIRPORT TERMINAL - DAY
As Lloyd pulls his limo slowly away, he glances in the airport
window and SEES MARY

WALKING ALONG.

When she stops at the foot of the escalator, he stops, too.
She puts down the briefcase and checks her coat pocket for
her ticket. Lloyd's attention is distracted by a HONK. He
turns to see a car irectly behind him.

                      LLOYD
              (to car's driver)
          Drive around me, you pinhead!

When he turns back to watch Mary in the terminal he sees
that SHE'S GONE, and she's LEFT HER BRIEFCASE AT THE FOOT OF
THE STAIRS. Lloyd jumps to ATTENTION.

                                                           8.

He pulls the car into a HANDICAPPED SPOT and hops out. He
starts to run into the terminal, then notices the Police
Officer and suddenly goes into a spastic walk, limping and
dragging him leg behind him like a palsy victim.

INT. AIRPORT TERMINAL

The Armani Man nods to the Plaid Sportcoat and he starts to
approach the briefcase. Just as Plaid Sportcoat is reaching
for the handle, LLOYD RUNS BY AND GRABS IT. He CONTINUES UP
THE ESCALATOR three steps at a time. The two men look at
each other, dumbstruck.

INT. AIRPORT TERMINAL - BOARDING GATE

Lloyd runs with the briefcase to the TV monitors that post
the departure times. He looks frantically at the confusion
of numbers.

                        LLOYD
          Damn!

QUICK CUT of a dejected Lloyd looking out the window as he
watches as Mary's airplane taxiing away.

EXT. AIRPORT TERMINAL - DAY

Lloyd comes out with the briefcase, passing the two men, who
FOLLOW HIM AT A DISTANCE. He starts walking down the sidewalk
when suddenly he STOPS IN HIS TRACKS.

HIS POV - his limo is being towed away    under the supervision
of the Police Officer.

He takes off after it, but to no avail.
                      LLOYD
          You can't do this! I'll lose my job!

As Lloyd watches the limo get towed out of site, he runs his
fingers through his hair.

                                                       CUT TO:

EXT. APARTMENT BUILDING - AFTERNOON

We see the Mutt Cuts van pull up and park at the curb. A
dejected Harry climbs out. At the same time, a taxi pulls up
and drops off Lloyd. (He's clutching Mary Swanson's
briefcase.) Both he and Harry climb the steps of the building.
They disappear inside without acknowledging each other.

                                                            9.

ON THE OTHER SIDE OF THE STREET - a black Cadillac pulls up
and parks. Inside are the Armani suit and the Sportcoat.
They are J.P. SHAY and JOSEPH MENTALINO (aka JOE

MENTAL).

                        MENTAL
           Who the hell do you figure this guy's
           working for?

                       SHAY
           I don't know, but we'd better find
           out...

Mental takes some PILLS and starts CHOMPING them.

                         SHAY (CONT'D)
           Your ulcer?

                       MENTAL
           It ain't gonna kill me.

INT. APARTMENT CORRIDOR

Lloyd and Harry trudge up the stairs and proceed silently
toward the door of their apartment.

INT. APARTMENT - LIVING ROOM

Lloyd and Harry ENTER and   pass each other quietly as they
both plunk down in their   favorite easy chairs. (Lloyd still
has the briefcase in his   lap.) Harry's caged parakeet, PETEY,
tweets hello, but the two   guys just sit there SILENTLY.

The place is a mess. Wallpaper's peeling off the walls. The
carpet is threadbare and filthy. In the corner we see a
miniature WORM FARM and a large terrarium filled with dirt
and worms. Here are a couple pieces of haggard furniture
with stuffing spilling out of the gashes.

                       HARRY
           I got fired again.

Lloyd shakes his head.

                       LLOYD
           I don't mean to be harsh, Harry, but
           let's face it, you are one pathetic
           loser. No offense.

                       HARRY
           None taken. Were you shitcanned,
           too?

                                                        10.

                      LLOYD
          Of course not.
              (beat)
          I quit.

                      HARRY
          Why'd you quit?

                      LLOYD
          I had a hunch Arnie was gonna fire
          me.

                      HARRY
          Why didn't you wait and see if your
          suspicions were well-founded?

                      LLOYD
          Winners control their own destiny,
          Har.

Lloyd fetches a couple beers from the fridge and throws one
to him.

                      HARRY
          You know, the thing that really chaps
          my ass is that I just spent my life
          savings turning my van into a poodle.
              (beat)
          The alarm alone cost me two hundred.

                      LLOYD
          Big deal. That car's an old bomb
          anyway.

                      HARRY
          What are you talking about? It's
          only six years old.

                      LLOYD
          That's forty-two in dog years.

They open their beers and drink simultaneously. Then Harry
notices the briefcase.

                      HARRY
          What's with the briefcase?

                      LLOYD
          It's a love memento.

                      HARRY
          Huh?

                                                        11.

                        LLOYD
            The most beautiful woman alive. Her
            name was Mary. I drove her to the
            airport. Sparks flew, emotions ran
            high, breasts heaved. She left this
            case in the terminal and flew to
            Aspen and out of my life. End of
            story.

                        HARRY
            What's in it?

                        LLOYD
            DO you really expect me to go snooping
            around in someone else's private
            property?

                           HARRY
            Why not?

                           LLOYD
                (beat)
            It's locked.

They take another sip of their beers. Suddenly we hear a
LOUD KNOCK at the door. Petey the parakeet starts to SQUAWK.
The guys look at each other, ALARMED, then Harry tip-toes to
the

PEEPHOLE.

HARRY'S POV - a DISTORTED-LOOKING J.P. Shay and Joe Mental
are standing at the door.

                        LLOYD (CONT'D)
                (WHISPERING to Harry)
            Friend or foe?

                        HARRY
                (WHISPERING)
            We don't have any friends.

Harry is still squinting out the peephole.

                        HARRY (CONT'D)
            Can't recognize them. Could be student
            loan thugs again, or the IRS, or
            maybe somebody pissed off about that
            case of Girl Scout cookies you bounced
            a check on.

                                                           12.

                      LLOYD
          Hey, I ordered Mystic Mint. The little
          swindlers gave me Peanut Butter
          Praline.

                      HARRY
          Well, whoever they are, they look
          serious. One of them's even wearing
          plaid.

                      LLOYD
              (cringing)
          That's a hostile pattern. I say we
          bail and get down to unemployment.

Lloyd GRABS THE BRIEFCASE and the two of them EXIT out the
window and down the fire escape.

                                                        CUT TO:

EXT. UNEMPLOYMENT OFFICE - AFTERNOON

The poodle van pulls up to the curb in front of the building
and PARKS NEXT TO A FIRE HYDRANT. Lloyd and Harry climb out.
Lloyd takes a trash can and places it OVER THE

HYDRANT, COVERING IT COMPLETELY.

INT. STANLEY GRABNER'S OFFICE - UNEMPLOYMENT OFFICE -
AFTERNOON

STANLEY GRABNER is small, plump, balding, not a lot of laughs.

                      GRABNER
          Gentlemen, I'm delighted to say that
          neither I nor the unemployment
          epartment of the state of Rhose Island
          can do anything for you.
              (beat)
          You've run out of chances. You're
          unemployable. Remember last year?
          Middle of winter I busted my butt to

GET YOU BOTH PRIME JOBS. TWELVE-

fifty an hour, and you went and blew it!

                      LLOYD
          Blew it? For your information, we
          only missed three days in two months.

                      HARRY
          Yeah, and that was because of a
          blizzard

                                                         13.

                      GRABNER
              (exploding)
          YOU WERE SNOW PLOW OPERATORS!

Grabner falls back in his chair, exhausted.

                      HARRY
          Come on, Stan. I'm sure you can find
          something else for us. How about
          another crack at that Suicide Hotline?

Grabner jumps up.

                      GRABNER
          OUT!!!!!

                                                     CUT TO:

INT. HARRY & LLOYD'S APARTMENT - AFTERNOON

J.P. Shay is looking through Harry and Lloyd's kitchen
cupboards as Joe Mental comes out of the bedroom.

                      MENTAL
          The briefcase ain't here. He must've
          taken it with him.

                      J.P. SHAY
          Shit.
              (beat)
          Well he's gotta come home sometime.

Joe Mental ominously approaches Petey the parakeet's cage.

                      MENTAL
          Maybe we should leave him a little
          message to let 'em know we're playing
          hardball.

Mental opens the cage door and wraps his meaty fist around
the bird, who SCREECHES IN

TERROR.

                      MENTAL (CONT'D)
              (a la Tweety Bird)
          I taut I taw a puddy cat.

Mental smiles, and as we PAN to J.P. Shay, we hear a bone-
chilling O.S. SNAP and Petey the bird stops SQUAWKING.

                                                          14.

                      MENTAL (CONT'D)
              (still Tweety)
          I did, I did...

                                                  DISSOLVE TO:

The Mutt Cuts van pulls up to the curb. A depressed Lloyd
and Harry climb out and mope up to their apartment building
entrance.

                       LLOYD
          Give me what's left of our dough.
          I'll go to the corner and buy a few
          necessities.

Harry hands his friend some crumpled bills.

                      LLOYD (CONT'D)
          What's cheaper, Thunderbird or Night
          Train?

                      HARRY
          Get Robitussin it's a better buzz.

                                                      CUT TO:

EXT. CORNER GROCERY STORE - NIGHT

Lloyd comes out of the store with his arms full of groceries.
He stops at a newspaper machine, pulls out his WALLET and
removes a quarter.

He drops the quarter in the machine, opens it, and realizes
that he DOESN'T HAVE A FREE HAND to pick up the newspaper.
He puts his wallet inside the machine, picks up the newspaper,
and as he does so THE MACHINE SLAMS SHUT WITH HIS WALLET
STILL INSIDE.

Lloyd SIGHS, puts his grocery bags on the machine, and checks
his pockets. NO MORE CHANGE. Just then, an ELDERLY WOMAN
struggles by using a WALKER.

                      LLOYD
          Excuse me, little old lady, do you
          have change for a dollar?

                      ELDERLY WOMAN
          Change? No, I'm sorry, I don't...

                      LLOYD
          Well could you do me a favor and
          guard this while I go break a dollar?
          My wallet's locked in this machine.

                                                           15.

                      ELDERLY LADY
          Of course, young man...

Lloyd runs back into the store. We HOLD ON THE STORE DOOR as
Lloyd EXITS a few seconds later with a handful of quarters.
Suddenly he stops in his tracks. The ELDERLY LADY, HER WALKER,
AND HIS GROCERIES ARE GONE. As he takes a closer look, he
sees that

SHE HAS TAKEN HIS WALLET ALSO.

                                                     CUT TO:

INT. APARTMENT BUILDING STAIRWELL - NIGHT

A thoroughly beleaguered Lloyd is trudging empty-handed up
the steps to his apartment.

INT. LLOYD & HARRY'S APARTMENT

The door opens and Lloyd ENTERS. Harry is sitting on the
couch, looking almost comatose.

                      HARRY
          Where's the booze?

                      LLOYD
          It's gone. I got robbed by Grandma
          Walton. She got my wallet, too.

Harry drops his head and lets out a MOAN.

                      LLOYD (CONT'D)
          Come on, man, cheer up. We've been
          own before. I'm sure we'll land on
          our heads somewhere.
                       HARRY
          It gets worse, Lloyd. My parakeet
          Petey he's... he's dead.

Lloyd looks touched by this.

                      LLOYD
          Oh man, I'm sorry, Harry. What
          happened?

                      HARRY
          His head fell off.

                      LLOYD
          His head fell off?

                                                           16.

                        HARRY
            Yeah, he was pretty old.

Lloyd puts his hand on Harry's shoulder compassionately.

                        LLOYD
                (hopeful)
            I don't suppose he had a warranty...?

                        HARRY
            Nah, I bought him used.

As Lloyd thinks about the unfairness of life, he grows upset.

                        LLOYD
            That's it! I've had it with this
            ump! We don't have food, we don't
            have jobs, our pets' heads are falling
            off, we're surrounded by roving gangs
            of larcenous old

LADIES...

                        HARRY
            Okay, calm down.

                        LLOYD
            No I won't calm down.

Lloyd flops down in a chair.

                        LLOYD (CONT'D)
            What the hell are we doing here
            anyway, Harry? We've got to get out
            of this town.
                        HARRY
            Yeah, and go where?

                        LLOYD
            I'll tell you where: someplace warm,
            a place where the beer flows like
            wine, where beautiful women
            instinctively flock like the salmon
            of Capistrano.
                (dramatic PAUSE)
            I'm talking about Aspen.

                        HARRY
            Aspen?

                        LLOYD
            That's right, Aspen.

                                                        17.

                      HARRY
          I don't know, Lloyd, the French are
          assholes.

                      LLOYD
          Let me ask you something: do you
          want to end up like Petey dead in
          some flea-ridden apartment, face-
          down on a Dear Abby column, with a
          soggy sunflower seed pressed against
          your beak? Or do you want to enjoy
          your life?
              (beat)
          Come on, Harry, don't let Petey's
          eath be in vain. Don't you see what
          he was saying? Spread your wings,
          man. he was saying? Spread your wings,
          man. Fly.

                      HARRY
              (confused)
          What are you talking about, Lloyd?
          His head fell off.
              (dawning realization)
          Wait a second, I know what you're up
          to. You just wanna go to Aspen so
          you can find that girl who lost her
          briefcase and you need me to drive
          you there.

                      LLOYD
          That's bullshit. I'll drive.
              (beat)
          And what's so wrong about going
          someplace where we know someone who
          can plug us into the social pipeline?
                      HARRY
              (torn)
          I don't know, Lloyd. I think we should
          stay here, hunt for jobs, and keep
          saving money for the worm store. I'm
          getting a little sick and tired of
          always running from creditors.

Lloyd moves to the window and looks out at the gray, wintry
cityscape.

                      LLOYD
          You know what I'm sick and tired of,
          Harry? I'm sick and tired of having
          to eek my way through life. I'm sick
          and tired of being a nobody.
                      (MORE)

                                                           18.

                      LLOYD (CONT'D)
              (beat)
          But most of all, I'm sick and tired
          of having nobody.

There's a deadly SILENCE as they both think about this. Then
Harry tries to lighten the mood. He opens his arms wide.

                      HARRY
          Come on, Lloyd. Give us a kiss.

                      LLOYD
          On the other hand, maybe you're right,
          Harry. Maybe we should stay here and
          try our luck in bankruptcy court.
          With all those lawsuits against us,
          I'm sure we'll win at least one. It
          could be a boost to our egos.

Harry sees that Lloyd has a point. He stands and approaches
Petey's cage. His eyes fill with tears.

                         HARRY
                 (emotional)
          Petey, I made a promise to you once,
          man...
                 (thinking hard)
          ...and I'll be damned if I can remember
          what it was.

                                                     CUT TO:

EXT. HIGHWAY - DAY

The Mutt Cutts van is going down the highway while Danny
Wilson's "Mary's Prayer" plays on the soundtrack. The van
drives past and we HOLD ON a sign that reads: "YOU ARE LEAVING

PROVIDENCE, RHODE ISLAND. COME BACK SOON." VARIOUS OTHER
AERIAL

SHOTS of the car travelling down the road while the song
continues to play.

INT. MUTT CUTTS VAN - DAY

Harry's behind the wheel and Lloyd's in the passenger seat.
The Animal's "We've Got to Get Out of This Place" is BLASTING
on the radio and the guys are SINGING ALONG:

                                                        19.

                      LLOYD & HARRY
          "We've got to get out of this place,
          If it's the last thing we ever do,
          We've got to get out of this place,
          Girl, there's a better life, for me
          and you..."

Lloyd turns down the radio.

                      LLOYD
          Well, we're finally doing it. Do you
          realize that in all the years we've
          known each other, this is the first
          time we've done this together.

                      HARRY
          Been run out of town?

                      LLOYD
          Taken a trip.

Harry reaches over and UNDOES HIS SEATBELT. Lloyd watches,
curious.

                      LLOYD (CONT'D)
          Why'd you do that?

                      HARRY
          What?

                      LLOYD
          Take your seatbelt off.

                      HARRY
          Because we just cleared the danger
          zone.
                      LLOYD
          Huh?

                      HARRY
          Don't you know anything, Lloyd? Ninety
          percent of all accidents happen within
          five miles of home. We've already
          traveled 6.3 miles.

LLOYD THINKS ABOUT THIS. THEN:

                      LLOYD
          Well what about the people who live
          around here? What if we got into an
          accident with one of them?

                                                        20.

Harry considers this, then sheepishly puts his seatbelt back
on. Lloyd opens a bag of Doritos and fiddles with the radio.

                      HARRY
          Where'd you get those?

                      LLOYD
          Bought 'em when we filled up.

                      HARRY
          Lloyd, I thought we agreed to confer
          on all expenditures. We're on a tight
          budget, remember?

                      LLOYD
          This didn't come out of our travel
          fund. I was able to scrape up twenty-
          five bucks before we left. You know,
          so we could live in style.

                      HARRY
          Where'd you get twenty-five extra
          bucks?

                      LLOYD
          I sold some stuff to Billy in 4-C.

                      HARRY
          You mean the blind kid?

                      LLOYD
          That's right.

Lloyd looks out the window guiltily.

                      HARRY
          What did you sell him, Lloyd?

                      LLOYD
          Just some odds and ends.

                      HARRY
          Specifically?

                      LLOYD
          Oh, a few baseball cards, a sack of
          marbles, Petey, three comic books a
          second, are you telling me you sold
          my dead bird to a blind kid? Well
          who else was I gonna sell it to?

                      HARRY
          But Lloyd, Petey didn't even have a
          head.

                                                         21.

                      LLOYD
          Put your mind at ease, friend. I
          took care of it.

                                                     CUT TO:

EXT. APARTMENT BUILDING - DAY

At the bottom of the stairs leading up to the building is a
little blind boy, BILLY. He sits in a wheelchair playing
with a PARAKEET WHOSE HEAD IS SCOTCH-TAPED ON. He throws the
ead bird up, but it flops into his lap.

                        BILLY
          Fly!

Joe Mental and J.P. Shay approach and climb the steps.

                                                     CUT TO:

CLOSE ON A NOTE - taped to Harry and Lloyd's apartment door.
It reads: TO ALL OUR

LOVED ONES - PACKED UP AND DROVE TO ASPEN - HAVE A NICE LIFE -
LLOYD AND HARRY.

PULLBACK to reveal Joe Mental and J.P. Shay.

                      MENTAL
          Those bastards. They're rubbing it
          right in our faces.

                      J.P. SHAY
          Shit! Andre will have a goddamn
          aneurysm if we don't get that
          briefcase back.
                        MENTAL
          Don't   worry, we'll get it back. And
          I'll   tell you something else. They
          ain't   gonna reach Aspen, either.
          I'll   make sure of that.

Mental takes out more ANTACID PILLS and starts to chew on
them.

EXT. APARTMENT BUILDING - DAY

A pissed-off Shay and Mental EXIT the building. Mental pops
more antacid pills into his mouth as they descend the stairs.
Little Billy is still tossing the lifeless parakeet into the
air.

                                                        22.

                      BILLY
          Come on, boy, fly!

Plop. Then Billy hears Shay and Mental on the steps and CALLS
OUT:

                      BILLY (CONT'D)
          Excuse me, mister. Is there something
          wrong with my bird?

Mental picks up the bird, studies it, then angrily and WINGS
IT DOWN THE STREET as hard as he can.

                      MENTAL
          Don't worry, Ironside, he just flew
          south for the winter.

                                                     CUT TO:

INT. MUTT CUTTS VAN - AFTERNOON

Harry is still driving while Lloyd studies a map spread out
before him.

                      HARRY
          How far have we gone?

                      LLOYD
          According to this map, about an inch
          and a half.

                      HARRY
          Shit. We're gonna need a smaller map
          or we'll never get there. We don't
          have enough gas money.
                      LLOYD
          Relax. We have more than enough.

                      HARRY
          I believe you're wrong, Lloyd.

                      LLOYD
          And I believe I'm right, Harry.

                      HARRY
          I still say wrong, Lloyd.

                      LLOYD
          How much you wanna bet?

                         HARRY
          I don't bet.

                                                        23.

Lloyd looks at his friend, incredulous.

                      LLOYD
          What do you mean you don't bet?

                      HARRY
          I mean I don't gamble, you know that.
          Never have and never will.

                      LLOYD
          Oh, bull. I'll bet you our next meal
          that I can get you gambling before
          the day's out.

                      HARRY
          There's no way, Lloyd. You can't do
          it.

                      LLOYD
          I'll give you three-to-one odds.
          That's three feedbags if you win,
          against only one if you lose.

                      HARRY
          You're wasting your money, Lloyd. I
          already told you, I don't gamble.

                      LLOYD
          Okay, five-to-one I can get you
          gambling before the day's out.

                      HARRY
          Sorry, pal, no way.

                      LLOYD
          Make it ten-to-one.
Harry sticks out his hand.

                      HARRY
          You got yourself a bet, sucker!

As Harry SHAKES LLOYD'S HAND, Lloyd breaks into a BIG SMILE.
Harry immediately realizes he's been had.

                                                     CUT TO:

EXT. TRUCK STOP CAF� - AFTERNOON

The Mutt Cutt van is sandwiched between mountainous tractor-
trailer trucks.

                                                           24.

INT. TRUCK STOP CAF�

Lloyd and Harry are sitting at a booth, surrounded by tables
of tough-looking TRUCKERS. Harry oesn't look happy. A middle-
aged, no-nonsense WAITRESS approaches their table with a
couple of burgers and drinks. She puts them down in front of
the boys and starts to walk away.

                           LLOYD
                   (to Waitress)

UH, EXCUSE ME...

The Waitress reluctantly returns to the table.

                         LLOYD (CONT'D)
             What's the soup du jour?

                         WAITRESS
             It's the soup-of-the-day.

                         LLOYD
             Sounds tasty. I'll have a bowl.

                         WAITRESS
                 (sarcastic)
             Anything else before I leave the
             area?

                         HARRY
             Actually, this chocolate milk isn't
             mixed very well. Could you please
             bring me a spoon?

The Waitress SIGHS and picks up the milk. Then she BLOWS
INTO THE STRAW, MIXING
THE DRINK.

                         WAITRESS
             There. Now you don't need one.

The guys watch her stomp away.

LLOYD

FEELS GOOD TO MINGLE WITH THESE LAID-

back country-folk, don't it, Harry?

Harry wipes off his straw with a napkin. As he moves to put
it in the ashtray, he accidentally

KNOCKS OVER THE SALT SHAKER.

                                                           25.

                      LLOYD
          Uh-oh...

                      HARRY
          What's the matter?

                      LLOYD
          You spilled the salt. That's bad
          luck. We're driving across the country
          and the last thing we need is bad
          luck. Quick, toss a handful of salt
          over your right shoulder.

                      HARRY
          What for?

                      LLOYD
          Because that's good luck.

Harry shrugs, shakes some salt into his palm, and flings it
over his shoulder. Suddenly they hear a

YELP.

                      MALE VOICE
              (o.s.)
          What the fuck?!

                      LLOYD
          Or was it the left shoulder?

They turn and see a burly TRUCKER wiping salt out of his
eyes.

                      TRUCKER
          Who's the dead man threw shit in my
          eye?

The huge Trucker stands and squints at Lloyd and Harry. He's
wearing a FOAM BASEBALL CAP that says: WINE 'EM, DINE 'EM,
SIXTY-NINE 'EM.

                      HARRY
          It was a terrible accident, Sir.
          Believe me, I would never do anything
          to offend a man of your size. Please
          accept my most sincere apology.

The Trucker GROWLS and approaches the table, egged on by his
equally burly FRIENDS.

                      BURLY FRIEND #1
          Teach him a lesson, Sea Bass!

                                                          26.

Sea Bass glares down at Harry's hamburger.

                      SEA BASS
          You gonna eat that?

                        HARRY
          Um... the thought had crossed my mind.

At this, Sea Bass leans over and DROPS A BIG, BROWN WAD OF
TOBACCO SPIT ONTO

THE HAMBURGER.

                      SEA BASS
          Still want it?

Harry stares at the burger non-commitally.

                      HARRY
          Nah, you go ahead.

Sea Bass picks up the burger and walks back to his table, to
the LAUGHTER of his friends.

                                                     CUT TO:

EXT. TRUCK STOP CAF� - AFTERNOON

J.P. Shay is at the gas pump filling the black Cadillac while
Joe Mental stretches his legs. A large truck pulls away,
REVEALING THE PREVIOUSLY HIDDEN MUTT CUTTS VAN. Mental smiles
at this, and we

                                                     CUT TO:

INT. TRUCK STOP CAF�
The Waitress drops the check on Lloyd and Harry's table and
STOMPS away. Harry studies the bill and SIGHS.

                      HARRY
          Perfect. I'm out eight bucks and I
          still haven't eaten.

                      LLOYD
          Well if you'd stop picking fights
          with the locals...
              (brightening)
          Wait a second. I think I just had an
          idea. Follow me...

Lloyd stands and walks over to Sea Bass and his pals. A
nervous Harry trails after him.

                                                           27.

                      LLOYD (CONT'D)
          Excuse me, gentlemen, I'd just like
          to apologize for that unpleasant
          scene a little earlier.

                      SEA BASS
          Huh?

                      LLOYD
          What I'm trying to say is, my friend
          and I would like to buy you guys a
          round of beers, just to bury the
          hatchet.

Harry stares at Lloyd like he's out of his mind, but the
Truckers seem to like the idea.

                      SEA BASS
          Make it four boiler-makers.

                      LLOYD
          Whatever you want, sir. I'll have
          the waitress send them over. Oh, and
          fellas hope to see you again down
          the road.

Lloyd and Harry move away from the table toward the CASHIER.

                      HARRY
          Lloyd, what are you doing? You know
          we can't afford to buy them drinks.

Lloyd hands the Cashier their check.

                      LLOYD
          Um, Sea Bass and the fellas offered
          to pick up our check. They said just
          add this to their tab.

                      CASHIER
              (skeptical)
          Sea Bass said that?

                      LLOYD
          Well, if that guy at the table over
          there is Sea Bass...

He points across the room to Sea Bass and company. Sea Bass
NODS TO THE CASHIER AND GESTURES TO HIS TABLE, NOT WANTING
TO MISS OUT ON HIS FREE DRINK. The Cashier is convinced.

                      CASHIER
          Okey-dokey, if that's what he wants...

                                                           28.

Harry smiles at this. He grabs a couple Beef Jerky's, a candy
bar, and a copy of The National Enquirer off the counter.

                      HARRY
          Oh, and put these on there, too.

                        CASHIER
          You got it.

                      LLOYD
              (to Cashier)
          By the way, how far is it to Rhode
          Island from here?

                                                      CUT TO:

EXT. TRUCK STOP CAF� - AFTERNOON

The front door BURSTS OPEN and a red-faced Sea Bass STORMS
OUT, followed by his buddies, the Cashier, and the Waitress.

                      SEA BASS
          I'm gonna kill those sons-of-bitches!

                      CASHIER
          Hurry and you'll catch 'em. They was
          on their way to Rhode Island.

The Truckers jump in their rigs and RUMBLE AWAY   in the
OPPOSITE DIRECTION our boys are headed.

                                                      CUT TO:

EXT. HIGHWAY - AFTERNOON

The Mutt Cutts van breezes by.
INT. MUTT CUTTS VAN - AFTERNOON

A jubilant Harry's driving and chewing on a mouthful of Beef
Jerky.

                      LLOYD
          I just wish we could've seen Sea
          Bass's face when he got the bill.

                      HARRY
          I hope we never have to.

                      LLOYD
          Don't worry. That fish-head is
          probably half-way to Providence by
          now.

                                                        29.

                       HARRY
          I hope so.

Harry checks his rear-view mirror nervously.

                      LLOYD
          Hey, stop the car. I gotta take a
          whiz.

                      HARRY
          Are you crazy? I'm not stopping now.
          What if they figure out we went the
          other way. They'll be on us in no
          time.

                      LLOYD
          But I gotta go. What am I supposed
          to do?

                       HARRY
          Hold it.

                      LLOYD
          I can't hold it. I'm about to explode.

                        HARRY
          Well... just take a whiz in an empty
          beer bottle. There's a couple on the
          floor in the back seat.

                      LLOYD
          Are you serious?

                      HARRY
          Yes, I'm serious. I'm not stopping
          now. We could get killed.
Lloyd SIGHS. He takes an EMPTY BEER BOTTLE from the back
seat and UNZIPS his fly. Suddenly we hear a PEEING SOUND.
Then:

                       LLOYD
          Uh-oh...

                      HARRY
          What's the matter?

                       LLOYD
          The bottle's almost full and I'm
          still going.

                      HARRY
          Well stop going.

                                                           30.

                      LLOYD
          I can't stop once I already started,
          you know that. Quick, get me another
          bottle.

Harry can BARELY HOLD THE STEERING WHEEL as he reaches way
in the back seat for an empty.

                      LLOYD (CONT'D)
          Jesus, be careful! You almost went
          off the road.

                      HARRY
          I'm sorry, Lloyd. I'm doing the best
          I can.

He hands Lloyd another empty and Lloyd quickly makes the
switch.

                      LLOYD
          Here, hold this.

Before Harry knows it he's holding the full BOTTLE OF URINE.

EXT. HIGHWAY - LATE DAY

As the Mutt Cutts van travels down the highway, it passes a
STATE TROOPER on a motorcycle hidden in the bushes. The
Trooper takes off after them.

INT. MUTT CUTTS VAN

Harry is doing his best to steer while now holding FIVE FULL
BOTTLES AND Lloyd is still going at it in the passenger seat.

                      HARRY
          What are you, a goddamn camel?

                      LLOYD
          Hey, I haven't gone all day.

Just then they hear a LOUDSPEAKER:

                       STATE TROOPER
              (o.s.)
          Pull over!

They turn to see the POLICE MOTORCYCLE cruising right beside
then. Harry rolls down his window and CALLS OUT:

                       HARRY
          Huh?

                                                        31.

                       STATE TROOPER
          PULL OVER!

Harry glances down at his sweater he's wearing, then back at
the Trooper.

                      HARRY
              (calling out)
          No, it's a Cardigan! But thanks for
          noticing!

He rolls his window back up and turns to an equally baffled
Lloyd.

                      HARRY (CONT'D)
          Jesus, what is this, the fashion
          police?

The Cop turns on his SIREN.

                      STATE TROOPER
          PULL YOUR CAR TO THE SIDE OF THE

ROAD!

                                                     CUT TO:

EXT. HIGHWAY - LATE DAY

The STATE TROOPER is walking up beside the stopped Mutt Cutts
van, staring at it with isapproval.

                      STATE TROOPER
          License and registration, please.

Harry hands him the papers.
                      STATE TROOPER (CONT'D)
          You know, you fellas were all over
          the road back there.

                      HARRY
          Yes, sir, we had a little... ifficulty
          in the car.

                      STATE TROOPER
          Uh-huh.
              (beat)
          Have you boys been doing a little
          rinking maybe?

                       HARRY
          No, sir.

                                                        32.

                       STATE TROOPER
           Then what's that?

He points to the OPEN, FULL BEER BOTTLES hidden in the seat
between them.

                       HARRY
           Oh, that's nothing, sir.

                       STATE TROOPER
           Do you know it's against the law to
           rive with an open alcohol container
           in this state?

                       LLOYD
           But, your honor, he's telling the
           truth. It's not beer.

The officer smirks.

                       STATE TROOPER
           Is that right?

The Trooper reaches in and picks up one of the bottles. He
inspects the beer label, then MOVES

THE BOTTLE TO HIS LIPS.

                       HARRY
           Sir, I wouldn't TROOPER --You'd keep
           your mouth shut if you knew what was
           good for you.

                       LLOYD
               (under breath)
YOU WOULD, TOO...

Harry shoots Lloyd a look as the Trooper begins GULPING down
the piss. He pauses uncertainly and a SICK LOOK COMES OVER
HIS FACE. He takes a DEEP BREATH. Then:

                        STATE TROOPER
               (pained)
           Get the hell out of here.

                                                     CUT TO:

The Mutt Cutts van is pulling back onto the highway while
the officer remains in the breakdown lane with his hands on
his knees.

                                                     CUT TO:

                                                        33.

EXT. HIGHWAY - NIGHT

The van is making steady progress through the dark night.

INT. MUTT CUTT VAN - NIGHT

Lloyd is driving now while Harry sleeps in the passenger
seat. The song, "Cut Flowers" by The Smithereens, starts to
play as Lloyd FANTASIZES about his future in Aspen.

                                                DISSOLVE TO:

LLOYD'S FANTASY:

Lloyd is walking up the steps of a luxurious, snow-covered
chalet, carrying Mary's briefcase. The sky is absurdly blue
and children are making a snowman on the lawn. It's all out
of a dream world. He KNOCKS on the door, tentatively. Mary
opens it. She looks at him, then at the briefcase, and breaks
into the BIGGEST, SWEETEST SMILE he's ever seen. Then she
slowly backs into the house, gesturing for him to follow...

Lloyd follows Mary down a hallway. As he trails after her,
she pulls off her shirt, revealing her bare back, and glances
over her shoulder at him.

CAMERA MOVES around a corner and now we're in a STEAMY
BATHROOM. The shower is running and we see the silhouette of
two people behind the curtain.

                             LLOYD
                    (v.o.)

OOH... OOH... MARY...

                          MARY
                  (v.o.)
              How does that feel, Lloyd?

                             LLOYD
                    (v.o.)

MMMM... TINGLY...

INT. SHOWER

CLOSE ON LLOYD - we see he's taking the TEGRIN CHALLENGE,
with different shampoos on either side of his head and a
noticeable part down the middle.

                          MARY
                  (o.s.)
              How's the other side?

                                                          34.

                        LLOYD
            Nothing. Nothing at all.

                        MARY
                (o.s.)
            Lloyd, will you wash my nipples...?

ON MARY - her   hair is slicked back, making her look better
than ever. As   the CAMERA PANS DOWN toward her breasts, we
are surprised   to see not breasts but a SET OF HEADLIGHTS
SUPERIMPOSED   OVER HER CHEST AREA. The headlights FLASH ONCE.
Then TWICE.

ON LLOYD - he blinks, confused at what's happening.

JUMP CUT   TO - an eighteen-wheeler is ROARING RIGHT TOWARD
THE MUTT   CUTTS VAN on the highway. Lloyd quickly veers back
into his   lane and avoids tragedy by a whisker. A shaken Lloyd
lets out   a SIGH OF RELIEF, and we

                                                       CUT TO:

EXT. SECOND HONEYMOON HOTEL - NIGHT

The Mutt Cutts van is parked outside this seedy establishment.
A neon sign blinks: GROUP

DISCOUNTS - HAVE YOUR NEXT AFFAIR HERE.

                        HARRY
                (v.o.)
            I don't know, Lloyd, I feel a little
            sleazy staying here when we're not
            even engaged.

                        LLOYD
                (v.o.)
            Hey, it's the only motel that charges
            by the hour. We can't afford anything
            else.

INT. BATHROOM - SECOND HONEYMOON MOTEL

Lloyd and Harry are sitting in a large, HEART-SHAPED JACUZZI.
Lloyd is sipping a beer and Harry is absorbed in the Enquirer
as the water swirls around them.

                          LLOYD
            Yep, this sure is the life. Cold
            beer, a hot tube, and fuzzy pink
            sheets... You know, there's only one
            thing that could make this moment
            any better.

                                                        35.

                         HARRY
          What's that?

                      LLOYD
          If you had a nice set of knockers.

                      HARRY
          That's two things, Lloyd.

                      LLOYD
          Right now I'd settle for one.

Lloyd takes a swig of beer. Harry puts down the paper and
looks around at the romantic decor.

                      HARRY
          I don't know, Lloyd, these places
          just don't do it for me. Brings back
          too many memories.

                      LLOYD
          What happened, Harry? Some little
          filly break your heart?

                      HARRY
          Nah, it was a girl. Fraida Felcher.
          We stayed at a place like this once
          No-Tell Motel out on Route 31.

                      LLOYD
          Felcher? You mean the babe who worked
          for the tractor company?

Harry nods.

                      HARRY
          The same. We had this incredibly
          romantic time. Boy, I thought we'd
          be together forever.
              (SIGHS)
          Then about a week later, right out
          of the blue, she sends me a John
          Deere letter.

                      LLOYD
          That's cold, Har. Give you any reason?

                      HARRY
          I called her up and she gave me some
          crap about me not listening to her
          enough or something like that. I
          wasn't really paying attention.

                                                          36.

Harry reaches for a beer and busts it open. He takes a big
gulp.

                      HARRY (CONT'D)
          Thing that really hurts is I think
          she was seeing another guy. Never id
          find out who.

ON LLOYD - he does his best to hide his GUILT.

                                                       CUT TO:

EXT. SECOND HONEYMOON MOTEL - NIGHT

We see that the black Cadillac is   parked a few cars over
from the Mutt Cutts van with J.P.   Shay in the passenger seat.
PAN OVER to a payphone. Inside is   Joe Mental. Outside the
booth, an ANXIOUS MAN impatiently   paces back and forth as he
waits for the phone.

                      MENTAL
              (into phone)
          The boys are holed-up in a little
          love nest for the night. I think
          they're a couple of fucking weirdos.

INT. NICHOLAS ANDRE'S STUDY - NIGHT

NICHOLAS ANDRE is pacing around the room with a cordless
phone. He's in his late 30s, wears a ponytail, and dresses
in Aspen/Rodeo Drive chic.

                      ANDRE
          What in hell are those guys up to?
          Is it possible that they're Feds?
INTERCUT CONVERSATION

                      MENTAL
          Unlikely from what I've seen.

The ANXIOUS MAN taps on the phone booth and motions for Mental
to hang up.

                      ANDRE
          I don't like this one goddamn bit,
          Mental. You and Shay were supposed
          to grab that bag so we could end
          this shit. Now I don't know what the
          hell's going on.

Andre SIGHS and wipes some perspiration from his upper lip.
The Anxious Man KNOCKS on the booth again.

                                                           37.

                      MENTAL
          Hold on a second, Mr. Andre...

Mental puts the phone down and motions the    Anxious Man closer
to the booth. The Man moves forward a few    inches. Mental
motions him even closer. When he's about a    foot away, Mental
punches his hand through the glass of the    booth and knocks
the Anxious Man out cold. Then

Mental picks up the phone again.

                      MENTAL (CONT'D)
          Sorry, boss. You were saying...?

                      ANDRE
          Look, Mental, just find out what
          they're up to. I want to know who
          these guys are.

                      MENTAL
          Don't worry. I'm on it.

Mental hangs up the phone, looks around to make sure he's
not being watched, then approaches the parked Mutt Cutt van.
He's joined by J.P. Shay.

As they get within five feet of the vehicle, we hear a LOW
GROWL. They stop in their tracks and turn, expecting to see
a dog but there isn't one. They both take another step
forward, and the GROWL GETS LOUDER AND MEANER. Again, Mental
and Shay stop. He peeks under the car. Nothing.

                      SHAY
          What the fuck...?

Finally, Shay reaches for the door handle. As soon as he
touches it, though, the car alarm goes off but instead of a
siren, it's the incredibly annoying sound of a POODLE YAPPING.
Mental jumps back and pulls his gun.

                      MENTAL
          Where's the goddamn dog?

Shay shrugs, nervous. The YAPPING grows EVEN LOUDER now,
forcing a flustered Shay and Mental to retreat from the scene.

                                                   DISSOLVE TO:

EXT. SWANSON CHALET - ASPEN - NIGHT

ESTABLISHING SHOT of a luxurious mountainside home.

                                                           38.

INT. LIVING ROOM - SWANSON CHALET

An agitated Mary Swanson (the young woman who lost her
briefcase) is pacing back and forth in

AN IMPRESSIVE, ANTIQUE-FILLED LIVING ROOM. SEATED ON A COUCH
ARE HER FATHER KARL AND HIS MUCH-

younger second wife, HELEN.

                      MARY
          It just doesn't make any sense. I
          left the money exactly where they
          instructed me to.

                      HELEN
          Actually, it makes a great deal of
          sense, Mary. We should have called
          in the authorities the moment we
          knew Melvin had been kidnapped.

                      KARL
          Now, Helen, we've been through this
          already for Christ's sake, Karl,
          these bastards will extort us into
          bankruptcy if we let them.

                      MARY
          But I'd never forgive myself if
          something happened to Melvin.

                      KARL
          Stop upsetting my daughter, Helen.
          She's been through quite enough
          already.
                      MARY
          It's not her fault, Daddy. We're all
          a little on edge.

Just then the living room door opens and the pony tailed
Nicholas Andre ENTERS. He looks appropriately solemn.

                      ANDRE
          Has there been any word, Mr. Swanson?

                      KARL
          Nothing yet, Nicholas.

Andre looks upset.

                      ANDRE
          Perhaps I should call off the
          Preservation benefit this weekend.

                                                           39.

IT WOULD BE EASY ENOUGH TO RE-

schedule.

                        HELEN
            No, Nicholas, it's imperative that
            we carry on as usual.

The atmosphere in the room couldn't be more somber. Karl
Swanson holds his hand out to his aughter.

                        KARL
            Don't worry, sweetheart. I'll do
            everything they ask. Nothing's going
            to happen to Melvin, I promise you.

                        MARY
            Thank you, Daddy.

Karl Swanson looks out the window, concerned.

                                                     CUT TO:

EXT. HIGHWAY - DAY

The black Cadillac pulls over to the side of the road. Joe
Mental gets out of the car and props the hood open. He takes
out his gun, SLIDES IN A NEW CLIP, and puts it back in his
pocket.

                        MENTAL
                (to Shay)
            Lie down on the front seat. After
            they pick me up I want you to follow
            us.
Then he folds his arms and the two killers wait for the van
to come along.

                                                     CUT TO:

INT. MUTT CUTTS VAN - DAY

Lloyd taps Harry's shoulder.

                         LLOYD
            You're it.

Harry taps Lloyd back.

                         HARRY
            You're it.

Lloyd immediately taps Harry.

                                                           40.

                      LLOYD
          You're it. Quitsies.

                      HARRY
              (tapping him back)
          Anti-quitsies. You're it. Quitsies.
          No anti-quitsies. No startsies.

Lloyd shakes his head, defeated.

                      LLOYD
          Damn, you're good, Harry.
              (beat)
          Hey, didn't I tell you this trip
          would be a blast?

EXT. HIGHWAY - DAY

Joe Mental squints down the road, sees the Mutt Cutts van
approaching, and starts WAVING HIS HANDS to flag them down.

INT. MUTT CUTTS VAN

Through the windshield we can see Mental waving. The guys
don't slow down, through. The just WAVE BACK as they BLOW
RIGHT BY HIM. Harry also toots the horn, which makes the

SOUND OF A DOG BARKING.

                      LLOYD
          See, I told you these country folks
          were friendly, Harry.

EXT. HIGHWAY - DAY

As an angry Mental watches them disappear down the road,
Shay sits up in the front seat.

                      SHAY
          What happened?

                      MENTAL
          These fuckers are really pissing me
          off now.

                                                     CUT TO:

EXT. MUTT CUTTS VAN - LATER THAT DAY

We hear The Zombie's 'Time of the Season' as the van flashes
by.

                                                        41.

INT. MUTT CUTTS VAN - DAY

                      HARRY
          Refresh my memory on something, Lloyd:
          what exactly do we do when we get to
          Aspen?

                      LLOYD
          Well the first thing we do is take a
          good deep breath of that famous
          Aspenese air.

                        HARRY
          Fresh, huh?

                      LLOYD
          The freshest. They say on any day of
          the week you can smell a moose-fart
          ten miles away.

                        HARRY
                (sincere)
          Wow... talk about paradise.
                (beat)
          And after we're finished breathing,
          what next, Lloyd?

                      LLOYD
          Then we make a splash on the social
          scene.

Just then, Lloyd notices something up the road.

                      LLOYD (CONT'D)
          Harry, look the golden arches. Pull
          over, I'm starving.
                                                     CUT TO:

EXT. MCDONALD'S - DAY

The Mutt Cutt car is at the drive-through window.

                        MCDONALD'S EMPLOYEE
          ...That's two cheese burgers, two fries,
          and two medium Cokes. Five seventy-
          two.

Harry hands a ten-dollar-bill to the Employee, who returns a
handful of change.

                        HARRY
          Thanks.

                                                           42.

Then, before he can  give them   the bag of food, the guys
absentmindedly DRIVE  OFF. As   they pull out of the parking
lot, the McDonald's  Employee   sticks his head out the window
and WAVES THE BAG OF  FOOD at   them.

                       MCDONALD'S EMPLOYEE
           Hey!

But the guys are already around the corner.

EXT. HIGHWAY - DAY

The Mutt Cutt van is on the road again, cruising along.

INT. MUTT CUTT VAN - DAY

                       HARRY
           About this social scene how do you
           expect a couple mutts like us to
           make a splash in the land of pedigrees
           when we don't even have any money?

                       LLOYD
           Look, once we drop the briefcase off
           to Mary, she'll be so grateful she'll
           plug us right into the party circuit.
           After that, we do a little of the
           ski

SCENE, HOB-NOB WITH THE ELBOW-

rubbers, and walk out of there in the spring with enough
business connections to open a first-class worm operation.
You see, you don't get rich working, Harry. You get rich
knowing the rich.
                       HARRY
           Where'd you hear that?

                       LLOYD
           Some bum down at unemployment.

Harry thinks about this.

                       HARRY
           I don't know, Lloyd.

                       LLOYD
           What's the matter?

                       HARRY
           Money does terrible things to people.
           I mean, we could lose our friendship.

                                                          43.

Lloyd thinks about this.

                        LLOYD
          Yeah? So?

Harry nods and looks out the window. Suddenly SOMETHING DAWNS
ON LLOYD.

                      LLOYD (CONT'D)
          Hey, wait a second. Hold everything.

                        HARRY
          What?

                      LLOYD
          Aren't you forgetting something?

Harry thinks about this.

                      LLOYD (CONT'D)
          Back at Mickey D's? A little matter
          you might've overlooked...?

Harry wracks his brain, but to no avail.

                        HARRY
          What?

Lloyd rolls his eyes.

                        LLOYD
          My change.

As a sheepish Harry gives Lloyd his change, they notice
something up ahead.
HARRY & LLOYD'S POV - ON THE SIDE OF THE ROAD, JOE MENTAL IS
WAVING THEM

DOWN AGAIN. This time the Cadillac is PARKED SIDEWAYS ACROSS
THE ROAD,

BLOCKING THEIR PATH.

                      HARRY
          I think this guy's in trouble. Why
          on't you pull over.

Lloyd looks at Harry. Harry remembers that he's driving. He
pulls the car to the side of the road. Mental approaches the
passenger window.

                                                           44.

                      MENTAL
          You guys going as far as Des Moines?
          My car died and I'm late for a
          business meeting.

                                                       CUT TO:

INT. MUTT CUTTS VAN - DAY

They're back on the highway and Joe Mental is SITTING BETWEEN
THEM, looking extremely ANNOYED. The guys are in the middle
of an argument.

                      HARRY
          It's a fruit.

                      LLOYD
          It's a vegetable.

                      HARRY
          I'm telling you, it's a fruit.

                      LLOYD
          And I happen to know it's a vegetable.

                      HARRY
          Tell you what, why don't we leet an
          impartial judge decide.

                      LLOYD
          Fine with me.

Harry turns to Joe Mental.

                      HARRY
          Hey, Mr. Mentalino, settle our bet:
          Are jelly beans fruits or vegetables?

Mental grits his teeth as he pops a few antacid pills in his
mouth. He reaches into his coat pocket and we see a GLINT OF
STEEL. Just when he's about to pull the gun out, though,
Lloyd hits the breaks and SKIDS to a stop beside a bunch of
hitchhiking MIGRANT WORKERS.

                                                   DISSOLVE TO:

INT. MUTT CUTTS VAN - LATER

The trio have picked up SIX MIGRANT WORKERS and everyone is
crammed into the car including a CRYING BABY who sits on a
pissed-off Mental's lap. Someone's playing a FLAMENCO GUITAR
and the gang is SINGING a SPANISH SONG.

                                                   DISSOLVE TO:

                                                            45.

INT. MUTT CUTTS VAN - LATER STILL

The Migrant Family is gone now. Harry and Lloyd are playing
a game while Mental stares straight ahead, furious. His eyes
are watering and he looks ill.

                      LLOYD
          Okay, Harry, my turn. Let 'er rip.

Harry lifts a cheer and lets out a LOUD FART. Lloyd SNIFFS a
few times, then closes his eyes and WAFTS it up toward his
nostrils, as if it was the aroma of a fine wine.

                        LLOYD (CONT'D)
          Hmmm... full-bodied, delicate bouquet,
          aged to perfection will rip no fart
          before it's time.
              (beat)
          Come on, Marquis of Dingleberry's
          rules: you got ten seconds. All right.
          I'll say: cheese doodles, chili dog
          extra onions, garden salad with blue...

                         HARRY
          And...?

                         LLOYD
          Kit-Kat bar.

Harry throws up his arms, defeated. He hands Lloyd a buck.

                      HARRY
          You're the best, man.
              (beat)
          Okay, my turn.
                      LLOYD
          Where are your manners, Harry? We
          have a guest.

Harry punches Mental's shoulder playfully.

                      HARRY
          Come on, Mr. Mentalino. Let one fly.
          It's only a buck.

                                                    DISSOLVE TO:

EXT. DANTE'S INFERNO CAF� - LATE AFTERNOON

A large neon road sign beside the caf� shows a man's
exasperated face with FLAMES SHOOTING FROM HIS NOSE, MOUTH
AND EARS. The sign advertises: HOTTEST CHILI

                                                        46.

PEPPERS NORTH OF THE BORDER.

INT. DANTE'S INFERNO

Lloyd and Harry are sitting at a table with a hateful Joe
Mental. The boys are each holding up a

POINTED RED CHILI PEPPER.

                      HARRY
          I'll do one if you will.

                      LLOYD
          Okay, you go first.

                      HARRY
          No, you go first.

                      LLOYD
          No, you go first.

                      MENTAL
          Why don't you both stop being a couple
          of pussies and go at the same time.
          It ain't that hot.

Lloyd and Harry exchange a look, then simultaneously BITE
INTO THE PEPPERS.

                      LLOYD
          Hmmm, not bad...

                      HARRY
          Yeah, more tingly than hot.

Suddenly the boys' EYES LIGHT UP. THEY LET OUT A SHRIEK. A
smile begins to curl on Mental's lips. He pours them a couple
glasses of water from a pitcher.

                      MENTAL
          Have some water. It'll help.

Lloyd and Harry who are both sweating profusely now start
to GULP down their water. This, of course, makes it burn
more.

                      MENTAL (CONT'D)
          Aw, shucks, that's right. Water just
          makes it worse...

The boys run to the bar and DUMP PITCHERS OF WATER ON THEIR
HEADS, much to the elight of a CHUCKLING Joe Mental.

                                                     CUT TO:

                                                           47.

EXT. DANTE'S INFERNO - DAY

Mental is on the phone outside the front door TALKING to
Nicholas Andre.

INTERCUT CONVERSATION

                      MENTAL
          It's Mental. I'm just sitting down
          to a nice meal with our boys.

                      ANDRE
          Good work. What did you find out so
          far?

                      MENTAL
          Nothing yet, but I'm gonna shake 'em
          own for information at lunch.
              (beat)
          Then I'm gonna kill 'em for dessert.

                      ANDRE
          Well eat fast, time's running out.

And whatever you do, don't let them get any closer. I don't
need them here running around Aspen.

Mental pulls a BLACK VIAL OF PILLS out of his jacket.

                      MENTAL
          Relax, they ain't gonna be running
          around anywhere after I dump a little
          cyanide in their pops.

INT. DANTE'S INFERNO - DAY
Back at the table, the boys are soaked and HUFFING as if
they just finished the Boston Marathon. The burgers have
been served, but Lloyd and Harry are still too traumatized
to touch them.

                      HARRY
          That really wasn't very polite of
          him, was it? Maybe we should loosen
          the screws of his chair.

                      LLOYD
          Harry Dunne, I'm surprised at you.
          Perhaps it's about time you brushed

UP ON A LITTLE TOME THAT WE GOD-

fearing adults call the Bible. It's crammed with all kinds
of pithy rules to live your life by.

                                                        48.

                      HARRY
              (humbled)
          You mean like 'turn the other cheek?'

                      LLOYD
          No, I mean like 'an eye for an eye.'
          Hand me those peppers the atomic
          ones.

Harry passes the jar and the two of them LOAD JOE MENTAL'S
BURGER WITH CHILI

PEPPERS, EXPERTLY CAMOUFLAGING THEM WITH LETTUCE.

                      HARRY
              (whispering)
          Here he comes.

Lloyd and Harry bite into their food as Joe Mental sits back
down at the table.

                      MENTAL
          Feeling any better, boys?

As he pours ketchup on his burger, the guys glance at each
other and TITTER. Then he picks it up and brings it to his
mouth. Just before biting into it, though, he PAUSES.

                      MENTAL (CONT'D)
          So tell me, why you fellas headed to
          Aspen? Vacation?

                      LLOYD
          More like re-location.

Mental starts toward the burger but stops again.
                      MENTAL
          Doesn't look like you packed much.
          All I saw was a couple bags... and
          that briefcase.

                      HARRY
          The briefcase isn't even ours. Some
          lady just left it at the airport.
          We're bringing it back to her.

This is news to Mental.

                      MENTAL
          You mean you don't even know her?

                      LLOYD
          Not really. I was just her limo river.

                                                               49.

Mental looks at the two of them and realizes that they're
serious. Then he BREAKS OUT

LAUGHING.

                        MENTAL
            Talk about being in the wrong place
            at the wrong time...

Lloyd and Harry share a     confused look. Mental shakes his
head and BITES INTO HIS     BURGER, CHEWING HEARTILY. Almost
immediately, his happy     demeanor is replaced by a LOOK OF
HORROR. His FACE TURNS     RED, HE GRABS HIS STOMACH AND FALLS
TO THE

GROUND, GASPING.

The boys look at each other guiltily, then bend down to help
him.

                        HARRY
            Hey, you okay, man? It was just a
            goof.

                          MENTAL
                (STRAINED WHISPER)
            My ulcer... quick... pills... in my coat...

Harry checks Mental's coat pocket        for his antacid pills but
unwittingly brings out the BLACK        OF CYANIDE PILLS. He shakes
some pills out and hands them to        Mental, who tosses them in
his mouth and starts to MUNCH on        them.

For a moment, he appears to improve. His BREATHING SLOWS and
he sits up. Then his EYES
LIGHT UP.

MENTAL'S POV - QUICK ZOOM IN on the black bottle Harry is
holding!

                        MENTAL (CONT'D)
            You son-of-a-bitch!

Mental GURGLES and keels over, DEAD.

                                                            CUT TO:

INT. MUTT CUTTS VAN - AFTERNOON

Lloyd and Harry are back on the road, looking solemn.

                        HARRY
            I can't believe it...

                                                        50.

                      LLOYD
          Life is a fragile thing, Har. One
          minute you're chewing on a burger;
          the next minute you're dead meat.

                      HARRY
          But he blamed me. You heard him.
          Those were his last words.

                      LLOYD
          If you don't count that gurgling
          sound.

Harry lets out a GROAN.

                      LLOYD (CONT'D)
          Hey, relax, man, I'm just as
          responsible as you are we both
          slipped him the peppers and look at
          me, I on't feel guilty at all.

                      HARRY
          Small comfort coming from a man who
          sells dead birds to blind kids.
              (SIGHS)
          Don't you get it, Lloyd. I've got a
          ead guy pissed at me. His restless
          spirit will probably haunt me for
          the next seventy-five years.

                      LLOYD
          That's ridiculous. You probably won't
          live to see forty.

Harry perks up, cheered by this thought.
                      HARRY
          Oh yeah.
              (beat)
          Wow. What a relief.

EXT. HIGHWAY - AFTERNOON

As the Mutt Cutts van flashes by on it's westward journey,
we

                                                     CUT TO:

EXT. DANTE'S INFERNO - EVENING

A DOCTOR is covering up the body of Joe Mental as he TALKS
to DETECTIVE DALE. The etective is a no-nonsense type in his
mid-forties with a military-regulation crewcut.

                                                        51.

                        DOCTOR
          ...My official conclusion is that the
          eceased expired from oxygen eprivation
          caused by the presence of cyanide in
          the bloodstream.

                      DT. DALE
          You mean he was poisoned?

                      DOCTOR
          Unquestionably. We found these by
          the body.

He holds up the container of cyanide pills. Dt. Dale nods
and approaches another COP in the b.g.

                      COP
          Waitress says he was with a couple
          of younger guys. They're the ones
          who called the ambulance then they
          hit the road.

                      DT. DALE
          Any idea where they were going?

                      COP
          A witness at the next table thought
          he heard them say they were driving
          to France.

Dale frowns at this and the Cop shrugs.

                      COP (CONT'D)
          We got a report they were seen heading
          west on I-80 toward Colorado.
                      DT. DALE
          Get a make on the vehicle?

The Cop consults his note pad.

                      COP
          Yes, sir. They were driving an '84
          poodle.

Dt. Dale does a double-take.

                         DT. DALE
          An '84 what?

                                                        52.

                      COP
              (straight-faced)
          Well it might have been a wire-haired
          terrier, Detective. They're very
          similar in appearance.

The Detective looks confused, as we

                                                     CUT TO:

INT. MUTT CUTTS VAN - NIGHT

The boys are extremely exhausted as they plow through the
black night toward Aspen.

                      HARRY
          Let's get off and crash at a motel
          before I crash into one.
              (yawning)
          I need a crib fast.

                      LLOYD
          Sorry, Har. We're gonna have to hold
          out. Seems we misjudged our expense
          allocation. If we pay for a motel we
          won't have enough for gas.

                      HARRY
          What happened to the dough?

                      LLOYD
          We over-leveraged.

                        HARRY
          On what?
                      LLOYD
          I sprung for Mr. Chili Pepper's last
          meal. Felt it was the least we could
          o after we deep-sixed him.

                       HARRY
          Wait a second one burger put us
          over budget?

                      LLOYD
          The slob ordered a double-bacon eluxe
          and a chocolate malt.

                        HARRY
          Oh.
              (beat)
          So what are we gonna do?

                                                           53.

                      LLOYD
          Drive. We've only got ten more hours.
          We can take turns.

                                                        CUT TO:

EXT. DANTE'S INFERNO - PHONE BOOTH - NIGHT

A frightened J.P. Shay is TALKING on the phone with Nicholas
Andre.

                      SHAY
          You heard me, he's dead. The bastards
          killed him.

INT. NICHOLAS ANDRE'S STUDY - NIGHT

Andre nervously lights a cigarette as he speaks.

                      ANDRE
          Jesus Christ...

Andre's forehead begins to glisten with perspiration.

                       ANDRE (CONT'D)
          All right, I want you back here now.
          If they're coming this way I'm going
          to need you.

                       SHAY
              (v.o.)
          How's our bankroll doing? Giving you
          a hard time?

                      ANDRE
          Melvin's not the problem. It's these
          two other guys that have me worried.
          I wish I knew what the hell they

wanted.

Andre hangs up the phone and then disappears down his basement
stairs.

INT. BASEMENT - NIGHT

The room has a dirt floor. There's a stone WELL in the middle.
We hear MUFFLED HUMAN WHIMPERING coming from deep within the
well. Andre walks to the edge of the dark hole.

                      ANDRE
          How you doing today, Melvin?

                                                         54.

Andre takes a hit off his cigarette and flicks it into the
well.

                                                     CUT TO:

EXT. HIGHWAY - NIGHT

The Mutt Cutts van cruises down the lonely interstate.

INT. MUTT CUTTS VAN - NIGHT

Lloyd is now FAST ASLEEP in the passenger seat as Harry drives
on. A roadsign reading DENVER - 602 MILES whizzes by. Todd
Rundgren's "Too Far Gone" begins to play while Harry peers
at the empty highway INTROSPECTIVELY. As the song plays we
see a series of quick shots:

A new sign says DENVER - 421 MILES. Lloyd is still asleep
with his feet now on Harry's lap.

Another sign reads DENVER - 201 MILES. Harry stares straight
ahead, practically catatonic. Lloyd's feet are out the window
and his head is on Harry's lap.

The next roadsign says DENVER - 157 MILES. Lloyd's feet are
now up over the headrest and his head is down where his feet
should be. Harry looks on the verge of blacking out.

Finally, a sign reads COLORADO STATE LINE - 25 MILES/FOOD,
GAS NEXT EXIT.

EXT. TRUCK STOP - 2:10 IN THE MORNING

The Mutt Cutts van pulls up to a gas pump. In the background
are several tractor-trailer rigs and a caf�. Harry climbs
out, thoroughly exhausted, walks around and opens the
passenger door.

Lloyd tumbles to the asphalt, STILL ASLEEP. Harry nudges him
with his foot.

                      HARRY
          Come on, wake up. You pay, I'll pump.

Lloyd comes to and grudgingly pulls himself up to his feet.

EXT. MUTT CUTTS VAN - NIGHT

Harry moves to the back of the poodle van. He has to LIFT
ONE OF THE CAR'S REAR LEGS to unscrew the gas cap. Then he
sticks the nozzle in and starts to fill her up.

                                                          55.

EXT. GAS STATION MEN'S ROOM - NIGHT

Lloyd comes around the   corner, dragging a BATHROOM KEY
ATTACHED BY A CHAIN TO   A CAR ENGINE toward the Men's Room.
When he gets it to the   door, he struggles to lift the engine
on it's side, finally   managing to slip the key into the lock.

EXT. MUTT CUTTS VAN - NIGHT

Harry is yawning as he pumps the gas. Suddenly a Jeep Cherokee
pulls up and a long-legged, tanned, ATHLETIC BEAUTY climbs
out. This seems to wake Harry up.

The Athletic Beauty   smiles at Harry as she grabs a pump and
starts to fill her   jeep. Harry makes a feeble attempt to
brush his hair into   place, then CLEARS HIS THROAT and nods
to the skis on her   roof-rack.

                         HARRY
          Skis, huh?

                      ATHLETIC BEAUTY
          That's right.

                         HARRY
          Great.

She continues to pump gas.

                         HARRY (CONT'D)
          They yours?

                         ATHLETIC BEAUTY
          Uh-huh..

                         HARRY
          Both of 'em?

                         ATHLETIC BEAUTY
          Um, yeah.

                      HARRY
              (impressed)
          Cool.

THE GAS FROM HARRY'S NOZZLE STARTS TO OVERFLOW, BUT HE DOESN'T
NOTICE. FROM HER POV IT LOOKS

like a BIG DOG IS PISSING ON HIS LEG.

                      ATHLETIC BEAUTY
          Excuse me, you're spraying everywhere.

                                                           56.

Harry turns to see the gas GUSHING ALL OVER HIS SHOES. He
immediately removes the nozzle and replaces it on the pump
as she smiles to herself.

INT. GAS STATION MEN'S ROOM

Lloyd is standing in a stall urinating. He starts to read
the graffiti scrawled on the wall. Finally, he comes to one
that says: FOR A GOOD TIME, MEET ME HERE NOVEMBER 8, 1993,
2:15

A.M. SHARP.

He frowns at this, then looks nervously at his watch.

CLOSE UP OF DIAL - the date reads NOVEMBER 8.

ZOOM IN on the minute hand as it CLICKS TO EXACTLY 2:15.

Just as a concerned look crosses Lloyd's face, we hear the
BATHROOM DOOR SQUEAK OPEN AND SLAM SHUT! Terrified, Lloyd
quickly locks the stall door, then crouches on the toilet
bowl so his feet aren't visible. The sound of HEAVY FOOTSTEPS
approaches the stall and then stops. Lloyd looks down to see
a pair of SIZE 16 WORKBOOTS beneath the door. We can barely
hear a LOW GROWL. Then the stall handle JIGGLES. Lloyd holds
his breath. The ominous boots MOVE AWAY and Lloyd lets out a
SIGH OF RELIEF.

All of a sudden the DOOR IS KICKED IN, AND A TOWERING FIGURE
STEPS INTO FRAME. Lloyd looks up and GASPS.

HIS POV - it's the Redneck trucker, Sea Bass.

                      SEA BASS
          Well, well, well, if it ain't my old
          friend.
              (checks watch)
          And right on time...

As Sea Bass STEPS INTO THE STALL, we

                                                        CUT TO:

EXT. MUTT CUTTS VAN - NIGHT

The Athletic Beauty is back in her Jeep now and Harry has
sidled up to the driver's side. He leans against her side-
view mirror.

                                                           57.

                      HARRY
              (re: suitcases in
               back seat)
          That's a lot of luggage for a little
          vacation.

                      ATHLETIC BEAUTY
          Actually, I'm moving to Aspen. I've
          got to get away from my boyfriend.

He's such a klutz. My astrologer told me I should avoid
accident-prone guys.

Just then, the side-view mirror Harry has been leaning on
SNAPS OFF THE CAR. HE CRACKS

HIS HEAD AGAINST THE WINDSHIELD, FALLS TO THE GROUND, THEN
QUICKLY LEAPS TO HIS FEET AS IF NOTHING HAPPENED.

                      HARRY
              (holding out mirror)
          Here, this is a little loose.

She throws the mirror into the back seat and takes out a
cigarette.

                        HARRY (CONT'D)
          Allow me...

He pulls out a match and lights it with a debonair flourish.
The Athletic Beauty nods her thanks. Harry tosses the match
to the ground, and we hear an O.S. WHOOSH! Wisps of smokes
rise around him and we hear the LOW CRACKLE OF SOMETHING
BURNING. (Neither of them notice this.)

                      HARRY (CONT'D)
          Look, um, maybe when I get to Aspen
          we can meet up... you know, for hot
          chocolate or something.

She looks him over and smiles.

                      ATHLETIC BEAUTY
          Why not? You seem pretty harmless.
          I'll give you my number. Just let me
          find a pen.

As she starts to rummage through her purse, Harry SMELLS THE
SMOKE. He looks down and sees that his RIGHT SHOE IS ABLAZE!
He shakes it, then tries to put it out with the other shoe,
but to no avail. Meanwhile, the Athletic Beauty is still
searching for a pen.

                                                        58.

                      ATHLETIC BEAUTY (CONT'D)
          I know I have one here somewhere...

Harry starts doing a soft-shoe dance to extinguish the flames.
This only helps to fan them.

                      HARRY
              (urgently)
          Look, why don't you just tell it to
          me, I've got a good memory.

                      ATHLETIC BEAUTY
          Are you sure you won't forget?

                      HARRY
              (desperate)
          Positive please hurry.

He begins hopping around violently.

                      ATHLETIC BEAUTY
          Is something wrong?

Harry shakes his head no as he bites his lip to keep from
screaming.

                      ATHLETIC BEAUTY (CONT'D)
          Okay, my number is 652-2553.
              (beat)
          Oh, wait a second, that's my old
          number. It's so funny how your mind
          god sakes, give me the damn number!

She's taken aback by this outburst.

                      ATHLETIC BEAUTY (CONT'D)
          Look, man, if you're gonna get pushy
          you can just forget it!

She throws the car into drive and PEELS AWAY.

INT. GAS STATION MEN'S ROOM

Sea Bass has his meaty paw wrapped around Lloyd's neck as he
slides him up the wall of the toilet stall.

                      SEA BASS
          First I'm gonna rape you, then I'm
          gonna kill you. Any last request?

                      LLOYD
          Um, yeah could you do it the other
          way around?

                                                           59.

Sea Bass pushes Lloyd to his knees. Then the trucker steps
back and UNDOES HIS FLY. The sound of the zipper brings a
green color to Lloyd's face.

ON THE MEN'S ROOM DOOR - it bursts open and a FLAME-FOOTED
Harry rushes into the bathroom, panic-stricken. In his
desperation he PLOWS THROUGH THE STALL DOOR KNOCKING SEA
BASS ON THE HEAD and thrusts his flaming foot into the
toilet,

EXTINGUISHING THE FIRE.

Harry breathes a DEEP SIGH of relief. Only then does he notice
LLOYD ON HIS KNEES AND

SEA BASS UNCONSCIOUS ON THE FLOOR WITH HIS PANTS UNDONE.

Harry has to do a DOUBLE-TAKE for this to sink in. Then he
lets out an admonishing

WHISTLE.

                       HARRY
           You've got some serious explaining
           to o, young man.

                                                        CUT TO:

INT. MUTT CUTTS VAN - NIGHT

CLOSE UP - of Harry's BURNT SHOE     with the toes sticking out
on the accelerator.

                        LLOYD
           Look, Harry, I told you what happened,
           now drop it.
                       HARRY
           Sure thing, Lloyd. I promise not to
           mention another word about you being
           in a bathroom stall with a six-foot,
           five-inch trucker with his pants
           own.

                       LLOYD
           That's a low blow, man.

                       HARRY
           Not at that height it's not.

                       LLOYD
           Listen, bud, if you're trying to
           imply that I'm that thought look,
           we're almost in Colorado.

                                                         60.

LLOYD SQUINTS THROUGH THE WINDSHIELD. A SIGN UP AHEAD SAYS:
LAST EXIT IN NEBRASKA -

COLORADO STATE LINE - 3 MILES.

                      HARRY
          I think it's about   time we pull over
          and change seats.   I've been driving
          for nine straight   hours I  don't
          have the energy to   start a new state.

Lloyd nods, and as he pulls off the exit, we

                                                      CUT TO:

CLOSE ON A SIGN - it reads WELCOME  TO COLORADO, HOME OF THE
ROCKY MOUNTAINS. PAN DOWN to reveal  a number of POLICEMEN
stopping and checking cars as they  cross the border. A
HELICOPTER lands on the side of the  road and Detective Dale
hops out. He hurries to the COP in  charge.

                      DT. DALE
          Any sign of them yet?

                      COP
          No, but we're expecting them shortly.
          A motorist said he spotted a pooch
          about thirty miles back headed this
          way.

Detective Dale nods, satisfied.

                                                      CUT TO:

EXT. MINI MART - NIGHT
ESTABLISHING SHOT of a mini mart.

INT. MUTT CUTTS VAN - NIGHT

The door opens and Lloyd gets in carrying a bag of Doritos
and a soda. He settles into the driver's seat and pulls a
Beef Jerky out of his back pocket.

                      LLOYD
          Hey, I picked you up a Beef Jerky...

When he gets no response, he notices that Harry is already
fast asleep in the passenger seat. Lloyd shakes his head.

                      LLOYD (CONT'D)
          Boy, some guys just weren't cut out
          for life on the road.

                                                           61.

EXT. MUTT CUTTS VAN - NIGHT

Lloyd starts the engine and    pulls out of the parking lot to
the nearby freeway entrance.    As he enters the on-ramp, we
ZOOM IN on a sign that says:    ROUTE 80 - EAST. He's unwittingly
headed BACK IN THE DIRECTION    THEY JUST CAME FROM!

                                                   DISSOLVE TO:

INT. MUTT CUTTS VAN - SUNNY MORNING

It's bright daylight now. Harry is sleeping peacefully in
the passenger seat while Lloyd sips a coffee. The van hits a
bump which causes Harry's eyes to flutter open.

                      LLOYD
          Hey, Mr. Sleepy Head, welcome back.

                       HARRY
              (groggy)
          How long have I been out?

                      LLOYD
          I'd say a good five hours, anyway.

Harry yawns and stretches.

                      HARRY
          Great. We must be getting real close,
          huh?

                      LLOYD
          Should be. I've been averaging about
          ninety miles an hour all night.

                       HARRY
          Good man.

                      LLOYD
          Boy, I'll tell you, this is one
          angerous highway. You wouldn't believe
          all the road pizza two dead ogs, a
          couple of rabbits, a snake and some
          big thing I couldn't even recognize.

                      HARRY
          That's awful. Did you see them get
          hit or were they already lying there?

                       LLOYD
          I hit 'em.

Harry rubs his eyes and looks at the passing FLATLANDS.

                                                           62.

                      HARRY
          Funny. I expected the Rocky Mountains
          to be a little rockier than this.

                      LLOYD
          I was thinking the same thing. That
          John Denver's some full of shit,
          huh?

They both stare out the window.

                      LLOYD (CONT'D)
          I must say, Des Moines sure is a
          pretty little town.

                      HARRY
          Yeah, it really is.
              (beat)
          Wait a minute when did you visit
          Des Moines?

                      LLOYD
          Last night. We drove through it.

                      HARRY
          What are you talking about? You were
          snoring like a baby when we went
          through Des Moines.

Lloyd shakes his head in amusement, then SNAPS HIS FINGERS
in Harry's face.

                       LLOYD
              (sing-song)
          Hello? Hello? Anybody home? Rise and
          shine.
              (LAUGHS)
          You were the one who was asleep,

numbskull. Here, take a sip of coffee. You're delirious.

A confused Harry sips the coffee and checks out the passing
terrain. Then something starts to awn on him. Slowly.

                      HARRY
          Uh, Lloyd, refresh my memory: Doesn't
          the sun rise in the east and set in
          the west?

                      LLOYD
          In our country it does, yes.

                                                        63.

                      HARRY
          Then perchance you can explain to me
          why the sun is in our face at 7:30
          in the morning when we're heading
          west.

Lloyd thinks about this and then looks SICKENED.

                                                     CUT TO:

EXT. TRUCKSTOP - MORNING

The Mutt Cutts van is parked next to a couple rigs and Harry
is sitting beside it on the pavement, a BROKEN man.

                      LLOYD
          I'm only human, Harry. Anybody can
          make a mistake.

But Harry just sits there, practically catatonic.

                      LLOYD (CONT'D)
          Come on, man, pull yourself together.

                      HARRY
          You know, I got half a mind to just
          jump on the bus to Europe and say
          goodbye to your ugly mug forever.

                      LLOYD
              (rolls his eyes)
          You can't take a bus to Europe, dodo.

                      HARRY
          Oh yeah? Why not?
                      LLOYD
          You don't have a passport.

Harry lets out a defeated SIGH.

                      LLOYD (CONT'D)
          Come on, stop being a baby about
          this. Okay, so we back-tracked a
          tad.

                      HARRY
          A tad? Lloyd, you drove almost a
          sixth of the way across the country
          in the wrong direction. Now we don't
          have enough money to get to Aspen,
          we on't have enough money to get
          home, we don't have enough to eat,
          we don't have enough to sleep!

                                                           64.

                      LLOYD
          Well it doesn't do any good having
          you sitting there on your butt whining
          about it. If we're gonna get out of
          this hole, we're gonna have to dig
          ourselves out.

Harry thinks about this.

                      HARRY
          You know, you're absolutely right,
          Lloyd.

He stands up, brushes off his pants, and starts to walk toward
the highway.

                      LLOYD
          Where you going?

                      HARRY
          Home. I'm walking home.

                      LLOYD
          You can't be serious.

                      HARRY
              (sarcastic)
          Why not? We're probably only five
          miles away.

Harry starts resolutely toward the road while Lloyd watches.

                      LLOYD
              (CALLING OUT)
          Thanks a lot, Mr. Perfect. Like you
          never screwed up.
Harry suddenly STOPS IN HIS TRACKS and turns back to his
friend. He seems completely rained.

                        HARRY
          Look, man... I'm sorry.
              (beat)
          I never should have let you talk me
          into this in the first place. You've
          got a good reason to goo a beautiful
          girl's waiting for you. But let's
          face it, Lloyd, there's nothing
          waiting for me in Aspen.
              (beat)
          There's nothing waiting for me
          anywhere.

                                                         65.

Lloyd just stands there, SPEECHLESS, as Harry turns and walks
away. Out of frustration, he BANGS the snout of the car,
causing it to BARK.

                                                      CUT TO:

EXT. HIGHWAY - DAY

Harry is walking down the highway, his thumb stuck out
unenthusiastically. A few cars WHIZ by, the cold wind whipping
at his clothes.

A station wagon blows by and throws a BAG  OF GARBAGE out the
window. It lands at Harry's feet. EXTREME  CLOSE-UP OF HARRY'S
FACE - a TEAR slowly rolls down his cheek  (like the Indian
in the commercial). PAN DOWN to the bag of  garbage. We see
it's a BAG OF ONIONS that's ripped open.

Suddenly a HEARSE pulls up and stops. It's an ominous-looking
vehicle and Harry hesitates. Then the passenger window rolls
down, revealing a contrite Lloyd at the wheel.

                      LLOYD
          Got room for one more, if you still
          want to go to Aspen.

Harry looks the hearse over.

                      HARRY
          Where'd you find this baby?

                      LLOYD
          Used car dealer. I   traded the van
          for it. Plus I got   the guy to throw
          in fifty bucks for   gas money.
              (beat)
          Come on, man, what   do you say? We
          still partners?

HARRY SMILES AND WE

                                                      CUT TO:

EXT. COLORADO STATE LINE - DAY

An impatient Detective Dale is still staked-out at the
Colorado border with several other officers.

                      DT. DALE
          It doesn't make sense. They should've
          been here hours ago.

                      COP
          Maybe they're smarter than we thought.

                                                          66.

                      DT. DALE
          How smart can they be? They're riving
          a goddamn dog!

Another COP rushes over holding his walkie-talkie.

                      COP #2
          We just got a report that they were
          spotted about two hours ago heading
          east near Des Moines on I-80.

                      DT. DALE
              (incredulous)
          Des Moines?! Why that's five hundred
          miles from here!

                      COP #1
          Guess they got wind of our welcoming
          party.

                      DT. DALE
          We're wasting time. Let's mobilize.

Dt. Dale heads for his cruiser while the other Cops follow.
As the officers climb into their cars, we

                                                     CUT TO:

INT. HEARSE - DAY

Lloyd is driving and Harry has his feet out the window.

                      LLOYD
          Tell me something, Harry. Would you
          really have kept going home if I
hadn't come back to get you?

                      HARRY
          Well let me put it this way, Lloyd:
          Do you remember when we were Cub
          Scouts and we got lost in the woods
          uring that blizzard? We huddled
          together all night, and we made an
          oath that if we ever got out of there
          alive we'd never ever leave each
          other's side again. Do you remember
          that?

Lloyd thinks hard about this.

                      LLOYD
          We were never Cub Scouts.

                                                        67.

                      HARRY
          Exactly.

Just then several COP CARS whiz by them in the opposite
direction with SIRENS BLARING and LIGHTS FLASHING. When Harry
glances back at the cop cars, he notices that there's a COFFIN
in the rear of the vehicle.

                      HARRY (CONT'D)
          What the hell is this? There's a
          coffin in the back!

                      LLOYD
          Relax, it's empty.

                      HARRY
          I don't give a shit. I'm not driving
          anywhere with a casket. You know I'm
          superstitious calm down. We'll dump
          it off first chance we get.

EXT. HIGHWAY - DAY

Harry and Lloyd are swerving through traffic in the hearse.
Ahead of them is a REAL FUNERAL PROCESSION. The lead car is
a CADILLAC.

INT. CADILLAC (LEAD CAR) - DAY

(This is the car right behind the funeral hearse.) A MAN and
a WOMAN are arguing.

                      WOMAN
          I married a cheapskate.

                      MAN
          Shut your trap, Gerdie.

                      WOMAN
          I'm so embarrassed. I'll never be
          able to show my face again.

                      MAN
          I knew something good would come out
          of this.

                      WOMAN
          We could have given him a more
          ignified burial.

                                                           68.

                      MAN
          Your uncle was a cheap man. Remember
          what he got us for our twenty-fifth?
          A friggin' fern. There's no way I'm
          gonna spend a load to get him planted.

EXT. HIGHWAY - DAY

While the couple ARGUES ON, Harry and Lloyd cut in front of
them. The Man and the Woman on't notice this an soon the
ENTIRE FUNERAL PROCESSION IS UNWITTINGLY

FOLLOWING THE WRONG HEARSE.

                                                       CUT TO:

EXT. PIGGLY WIGGLY SUPERMARKET - DAY

Harry and Lloyd pull up to a large green dumpster behind the
market. The procession comes to a halt behind them. The guys
get out of the hearse and remove the coffin from the back.
Then they unceremoniously HEAVE THE COFFIN INTO THE DUMPSTER
AND WIPE THEIR HANDS

OFF.

ON THE LEAD CAR OF THE PROCESSION - The Woman's jaw is
practically on the floor.

                      WOMAN
          You son-of-a-bitch! I want a ivorce!

                                                       CUT TO:

QUICK MONTAGE OF THE HEARSE WEAVING IT'S WAY THROUGH THE
SCENIC ROCKIES AS WE REPRISE 'MARY'S PRAYER' BY DANNY WILSON.
                                                   DISSOLVE TO:

EXT. MOUNTAIN ROAD - DAY

The hearse drives past a sign that says ENTERING ASPEN,
COLORADO.

                                                       CUT TO:

EXT. DOWNTOWN ASPEN - DAY

The boys stroll down the sidewalk, looking in the windows,
studying the passersby, taking in the sights and sounds of
the ski town.

                                                        69.

                      LLOYD
          Isn't this wonderful? What more could
          a couple of single guys like us ask
          for?

                      HARRY
          How about food and shelter?

                      LLOYD
          You're so materialistic.
              (beat)
          Why don't we get down to business
          and eliver the briefcase to Mary.
          Who knows, maybe she'll invite us in
          for tea and a strumpet or two?

                      HARRY
          Jolly good idea, chap. And where oes
          the lovely young lady reside?

                        LLOYD
          Um... good question.

Harry throws Lloyd a concerned look, but then notices a phone
booth next to them.

                      HARRY
          Well what's her last name? We'll
          look it up in the phone book.

                        LLOYD
          Hmmmm... You know, I don't believe I
          caught that either.

Harry's concern grows.
                      HARRY
          What about the briefcase, Lloyd?
          There must've been a name on it,
          right?

                      LLOYD
              (brightening)
          Come to think of it, there is. It's
          engraved right into the leather.

                         HARRY
          What is it?

                       LLOYD
          Samsonite   spelled just like it
          sounds.

                                                           70.

Harry starts flipping through the phone book. Then abruptly
HE STOPS and puts the book down, a DEFEATED look on his face.

                                                     CUT TO:

INT. HEARSE - NIGHT

The car is parked in a parking lot across the street from a
picturesque bridge. Harry and Lloyd are shivering in the
front seat as a LOUD, ICY WIND WHIPS though the hearse.
They're each spooning something out of a coffee cup and
sipping it.

                      HARRY
          Any soup left?

                      LLOYD
          A little. Shall we share it?

                      HARRY
          Please.

Lloyd opens a TINY KETCHUP PACKET and squirts half of it
into Harry's cup and the other half into his. They pour a
few drops of water in and mix it with their spoons.

                      LLOYD
          Mmmm mmmm good...

Lloyd smiles bravely at Harry. Harry notices something and
leans toward him.

                       HARRY
          Hey, you got something stuck in your
          front teeth.
Lloyd picks a small speck out of his mouth and studies it.

                        LLOYD
          Hmmm... looks like an old piece of
          Beef Jerky.

HARRY STARES AT IT. THEN:

                      HARRY
          Wanna split it?

                      LLOYD
          You're pathetic. Get your own.

Loyd puts the floss-meat back in his mouth and chews it.
Another gust of wind swirls around them.

                                                         71.

                      HARRY
          I'm freezing my ass off, Lloyd.

                      LLOYD
          Roll up your window.

                      HARRY
          It is rolled up.

                      LLOYD
          Then I guess the damn anti-cold system
          isn't working. You really should get
          it fixed if we're gonna live here
          all winter.

                      HARRY
          What anti-cold system?

Lloyd points to the dash.

                      LLOYD
          Right here the A/C button. I put it
          on full blast about an hour ago and,
          if anything, the car's getting colder.

Harry stares at Lloyd and then throws down his cup, disgusted.
He opens the car door and starts to climb out.

                      LLOYD (CONT'D)
          What are you going out there for?

                        HARRY
          To warm up.

EXT. HEARSE - NIGHT
Harry gets out and leans against the car with his arms
crossed. Lloyd comes from around the other side.

                      LLOYD
          What are you worrying about now?

                      HARRY
          I'm worried about how you're gonna
          survive the pummeling I'm about to
          give you.

                        LLOYD
          Huh?

Suddenly Harry LUNGES at Lloyd, who takes off around the
other side of the car. Harry leaps across the hood, but Lloyd
manages to evade his grasp.

                                                           72.

                      LLOYD (CONT'D)
          Harry, calm down! You're acting like
          a wild animal!

                      HARRY
          Get over here and take your medicine,
          Lloyd!

                      LLOYD
          Sorry, doc, I can't take medicine.
          I'm a Christian Scientist!

Lloyd continues to outrun him around the car. Frustrated,
Harry opens the car and PULLS THE

BRIEFCASE OUT.

                      LLOYD (CONT'D)
          What are you doing?

                      HARRY
          Something I should've done a long
          time ago. This stupid thing has been
          the root of our problems all along.

Harry starts walking toward the bridge spanning a river.

                      LLOYD
          Don't do anything foolish, Harry.

                      HARRY
          Foolish? This is the most sensible
          thing I've done in years. I'm gonna
          toss this goddamn curse right into
          that river.
Lloyd starts to follow after Harry.

                      LLOYD
          You're making a big mistake, Harry!
          I'll never forgive you for this!

Harry keeps marching toward the bridge, determined to dispose
of the briefcase.

                      LLOYD (CONT'D)
          Harry, hold up! Things are gonna get
          better, I promise! In fact, I think

I feel another piece of Beef Jerky in my left molar! It's
yours, Harry, all yours!

Harry stops in his tracks, intrigued.

                                                           73.

                      HARRY
          You're bluffing.

                      LLOYD
          No I'm not, man look.

Lloyd pulls his cheek back, revealing a molar. Harry squints
at it.

                      HARRY
          That's a filling, you liar!

Just then, Lloyd makes a dash at Harry. Harry turns and runs,
but Lloyd TACKLES HIM as they reach the bridge. The briefcase
GOES FLYING, and the guys wrestle pitifully with one another
in the snow, rolling over and over.

Finally, Harry manages to get the upper hand. He climbs on
top and CLASPS HIS HANDS

AROUND LLOYD'S THROAT.

                      HARRY (CONT'D)
          I used to have a life! A miserable
          one, but a life, nonetheless!

Suddenly Lloyd's EYES LIGHT UP as he sees something O.S.
behind his friend.

                       LLOYD
              (CHOKED VOICE)
          Harry, look!

Harry turns and HIS EYES LIGHT UP, TOO. He lets go of Lloyd
as we see
THEIR POV - THE BRIEFCASE IS LYING BUSTED OPEN ON THE GROUND,
REVEALING STACKS AND

STACKS OF BIG, BEAUTIFUL HUNDRED DOLLAR BILLS!

                                                     CUT TO:

EXT. DOWNTOWN ASPEN - NIGHT

Harry and Lloyd are hurrying down the sidewalk, clutching
the briefcase. The city is lit up with millions of tiny
lights, like a fantasy winter wonderland.

                       LLOYD
          Okay, here's the plan: We borrow a
          few bucks just a small loan from
          the briefcase, and we check into a
          cheap motel.

                                                         74.

                         HARRY
          Sounds good.

                      LLOYD
          And we'll keep track of the money we
          spend with IOUs.

                      HARRY
          We'll be meticulous    right down to
          the last penny.

                      LLOYD
          That way, whatever we borrow we can
          pay back.

                      HARRY
          Absolutely. We're good for it.

                      LLOYD
          You know, as soon as we get jobs.

                      HARRY
          It'll come right out of our first
          paycheck.

                                                      CUT TO:

INT. ELEGANT HOTEL SUITE - NIGHT

A tuxedoed Bell Captain, BARNARD, is showing the guys around
an ENORMOUS AND LUXURIOUS SUITE. The place is big enough to
throw a touchdown bomb in.

                        BARNARD
          ...This is the Hotel Danbury's
          Presidential Suite, gentlemen. It's
          normally reserved for royalty,
          visiting dignitaries, and illustrious
          stars of stage and take it.

The Bell Captain is a bit taken aback, but pleased.

                      BARNARD (CONT'D)
          Very good, sir. Are there any bags
          you'd like sent up?

                      LLOYD
          Thanks, Barnard, but we'll find our
          own chicks.

                      BARNARD
              (peevish)
          I wasn't talking about ladies.

                                                          75.

                        HARRY
            Oh. Then go ahead and send thim up.
            What are their names?

Barnard SIGHS.

                        BARNARD
            Sir, I meant your luggage.

Harry forces a. embarrassed half-smile.

                        LLOYD
            Tell you what you can send up, my
            friend how about some chow?

The Bell Captain nods.

                        BARNARD
            I'll bring you a menu.

                        LLOYD
            Don't bother. Just order us one of
            everything.

At this, Harry serves Lloyd a reproachful look.

                        HARRY
            One of everything? Lloyd...

Lloyd looks guilty.

                        LLOYD
            Oh, sorry.
                (beat)
            Make that two of everything.
Harry smiles at this as Lloyd pulls a wad of HUNDRED DOLLAR
BILLS out of his pocket. He rips one off and tucks it in
Barnard's top pocket.

                        LLOYD (CONT'D)
            And here you go, Barney. You keep us
            happy, we'll keep you happy.

The Bell Captain, Barnard, is energized by this tip.

                         BARNARD
            Yes, sir!

He bows and leaves the room. Then Lloyd cracks open the
briefcase and inserts a SMALL PIECE

OF PAPER.

                                                           76.

                         LLOYD
                 (proudly)
             Our first IOU. Signed and dated.

                                                     CUT TO:

EXT. SWANSON CHALET - NIGHT

Helen Swanson is KNOCKING on her step-daughter's bedroom
door. She's holding a tray with a couple of mugs on it.

                         HELEN
             Mary? You awake?

                          MARY
                 (o.s.)

COME IN...

INT. MARY'S BEDROOM - NIGHT

Mary is sitting in a chair looking sadly out the French
windows when Helen ENTERS.

                         HELEN
             I brought you some tea. I thought it
             might help you relax.

Mary smiles.

                          MARY
             Thank you.

She takes a mug, sips, and pulls back.

                         MARY (CONT'D)
             Yech! What's in this, whiskey?

                           HELEN
             Uh, sorry... that one's mine.

Helen grabs the mug from Mary and hands her the other one.

                         HELEN (CONT'D)
             Feeling any better, honey?

Mary can't take her eyes from the window.

                         MARY
             Just knowing that Melvin's out there,
             being held by God knows who...
                 (fighting back tears)
             It's all my fault. I should've been
             there.

                                                        77.

                       HELEN
           Bullshit. You can't blame yourself
           for this. If you'd been there they
           would've taken you, too.

Helen pulls out a joint and torches it up. She takes a hit.

                       MARY
           Maybe we should just pay them the
           money again and get this thing over

with.

                       HELEN
           Now Mary, everything that can be
           done is being done. You've got to
           stop torturing yourself.

                       MARY
           What am I supposed to do? Go about
           my life as if everything were fine?

                        HELEN
           That's exactly what you should do.
           Get the hell out more, go skiing,
           socialize. Don't you see, honey? We
           can't let on that anything is wrong.
           If the press or authorities get wind
           of this, the kidnappers might panic.
               (beat)
           Who knows what they'd do to poor
           Melvin then?

AS MARY THINKS ABOUT THIS, WE

                                                     CUT TO:
EXT. HOTEL DANBURY - DAY

The Guys pull up to the front of the hotel in the hearse.
Several HOTEL EMPLOYEES rush to help them. Harry and Lloyd
get out wearing OVERLY TRENDY SKI GARB, complete with fur
boots, NASA designed goggles, and splashy fluorescent colors
everywhere. The Employees all grab the shopping bags and
then line up as Lloyd TIPS THEM ALL handsomely.

INT. BEDROOM - PRESIDENTIAL SUITE - NIGHT

The huge beds are covered in boxes and bags of new goodies.
Lloyd is going through it all. Harry is sitting out on the
balcony with his feet up on the railing, checking out the
mountain view.

                                                         78.

                       HARRY
           Oh god, it's really true. Last night
           I thought I might've been dreaming.

                       LLOYD
           It's no dream, Har. We finally cracked
           the big time.

                       HARRY
           And it was so simple. All it took
           was somebody else's money.

Harry LIGHTS A CIGAR WITH A TWENTY DOLLAR BILL, takes a hearty
puff, and

EXHALES.

                       HARRY (CONT'D)
           You know, Lloyd, I think you might've
           gone a little overboard with the
           spending today.

He blows out the twenty and tosses it off the balcony.

                       LLOYD
           What's the big deal? We're gonna pay
           it all back anyway, right?

                       HARRY
           Sure, but do you really think you
           needed to buy those two surfboards?

                       LLOYD
           Surfboards? I thought those were
           beginner's skis.
This suddenly makes sense to Harry.

                       HARRY
           Ahhh. I was wondering why you had
           those bindings put on them.

Lloyd opens a box and holds up a SCANTY NEGLIGEE.

                       LLOYD
           Where'd this come from?

                        HARRY
               (sheepishly)
           I bought it.

                       LLOYD
           What for?

                                                        79.

                        HARRY
          I like the feel of it against my
          skin...
                (defensive)
          ...I mean, you know, when a woman's
          wearing it.

Lloyd inspects it more closely.

                      LLOYD
          Harry, how many women do you know
          who wear a size XXL?

                      HARRY
          Look, leave me alone. I'm rich now.
          I'm supposed to have a few
          eccentricities.

There's a KNOCK on the door.

                      LLOYD
          Enter, parlez vous!

The Bell Captain, Barnard, ENTERS with a champagne bucket
and a newspaper under his arm.

                      BARNARD
          I brought you your newspaper and
          some champagne, gentlemen.
          Unfortunately, we didn't seem to
          have the, um, label you requested.

Lloyd examines the champagne's label and frowns.

                      LLOYD
          All out of Boone's Farm, huh?
                      BARNARD
          You have a rapier wit, sir. I took
          the liberty of bringing a comparable
          substitute: Dom Perignon.

                      LLOYD
          Guess it'll have to do, slugger, eh?

Lloyd smiles and over tips him.

                      BARNARD
          Thank you so much, sir.

He puts the tray down, hands Lloyd the newspaper, and heads
for the door.

                                                         80.

                      LLOYD
          Oh, one more thing: You can     dispense
          with the 'sir' crap. Let's     face it,
          Barney, we're all from the     same mold.
              (winks)
          We just have a little more     dough
          than you right now.

Barnard smiles and EXITS. Harry comes back in the room. He
picks up a champagne glass and flicks it with his finger,
sending out a resonant RING.

                      HARRY
          Cocktail hour has commenced!

He starts to open the champagne bottle as Lloyd begins
thumbing through the newspaper.

                      HARRY (CONT'D)
          Hey, later on what do you say we...?

He notices that Lloyd's mouth has dropped open at something
he's found in the paper.

                        HARRY (CONT'D)
          Lloyd... you okay?

                      LLOYD
              (dumbstruck)
          Harry, it's her.

                       HARRY
          Who?

                      LLOYD
          Mary with the briefcase. This is
          her...

He shoves the newspaper at Harry.

CLOSE ON THE HEADLINE - it reads: SWANSONS TO HOST
PRESERVATION GALA TONIGHT; CITY'S ELITE EXPECTED. Underneath
this is a photograph of Mary with her parents.

                      LLOYD (CONT'D)
          Mary Swanson...

                      HARRY
          Come on, Cinderella, it's time to
          get you ready for the ball...

Roy Orbison's "Pretty Woman" plays over a...

MONTAGE OF HARRY AND LLOYD'S GLAMOUR MAKE-OVER:

                                                          81.

-The boys are in a beauty parlor getting their hair shampooed.

-Harry and Lloyd sit beneath old-fashioned hair dryers. The
ATTENDANTS lift the dryers from their heads, revealing both
guys' hair in curlers.

-Lloyd's getting shaved by an ATTENDANT with a straight-razor.
Suddenly Lloyd grabs his neck

as if he's been nicked. BLOOD SQUIRTS OUT from between his
fingers. The other CUSTOMERS stare in horror at this. Lloyd
LAUGHS and shows everyone a SQUEEZE KETCHUP BOTTLE hidden in
his hand. Only Harry and Lloyd seem to find this joke amusing.

-We see them getting their nose hairs clipped. PAN DOWN to
the floor to reveal a PILE OF

NOSE HAIR CLIPPINGS.

-Then a   shot of a MAN next to them getting a pedicure. PAN
OVER to   Lloyd's bare feet  he has toe nails like Howard
Hughes.   Sparks are flying as an ATTENDANT wearing safety
goggles   tries to sand down Lloyd's toenails with an electric
sander.

-Harry is lying on his stomach with his shirt off, getting a
massage from a beautiful ORIENTAL MASSEUSE. He pulls a hundred
dollar bill from under his towel, hands it to her, and
WHISPERS in her ear. She smiles.

-Next we see the Oriental Masseuse lying on her stomach with
her shirt off, while Harry happily massages her back.

-The guys are in an expensive haberdashery. Harry comes out
of the dressing room in a very elegant BLACK TUXEDO. He
couldn't look any more suave. The SALEMAN nods, impressed,
but Lloyd shakes his head no and Harry goes back in.

-Harry reappears in another stylish WHITE TUXEDO. The Salesman
looks on hopefully, but Lloyd again disapproves.

-This time Harry comes out in a JUNIOR-PROM-LIKE SKY-BLUE
TUXEDO, complete with TACKY FRILLS. The Salesman looks
sickened as Lloyd give Harry the thumbs up.

PAN ACROSS THE STREET from the haberdashery - an apprehensive
J.P. Shay is sitting in a parked car, WATCHING HARRY AND
LLOYD.

                                                  DISSOLVE TO:

                                                           82.

EXT. ASPEN PRESERVATION SOCIETY - NIGHT

Throngs of GUESTS in black-tie and elegant gowns are entering
the building. Suddenly the hearse pulls up with Harry and
Lloyd BUMPER SURFING BEHIND IT. Harry's wearing his blue
tuxedo. Lloyd's tux isn't any better it's pumpkin orange.
(THEY'VE GOT MATCHING TOP HATS AND CANES.) When the hearse
stops, the boys hand the driver Barnard a couple hundred
dollars.

                      LLOYD
          Thanks for the lift, Barney.

INT. ASPEN PRESERVATION SOCIETY

Nicholas Andre is greeting people at the door. However, when
Harry and Lloyd try to enter, he stops them and gives them
the once over.

                      ANDRE
          Excuse me, gentlemen, but this is a
          five-hundred-dollar-a-plate dinner.

Harry and Lloyd look at each other and shrug. Then Lloyd
takes out a WAD OF BILLS and peels

off TEN HUNDREDS, much to the amazement of Andre.

                      LLOYD
          This should cover a couple plates.

                      HARRY
          I'm kind of hungry, Lloyd. What if
          we want seconds?

Lloyd thinks about this. Then he peels off another thou.
                      LLOYD
          Put us down for four plates, my good
          man.

They ENTER the party. As Andre watches them go, his associate
J.P. Shay comes up beside him, an alarmed look on his face.

                      J.P. SHAY
              (WHISPERING)
          Jesus Christ, boss... it's them.

BACK ON HARRY AND LLOYD - the guys make their way through
the affluent crowd.

                      LLOYD
          I'm getting nervous, Harry.

                                                        83.

                      HARRY
          relax, Lloyd. These people are just
          like you and me.

                      LLOYD
          What are you talking about? They're
          educated, well-bred, charming, and
          sophisticated.

                      HARRY
          So what? We can be sophistica holy
          shit, would you look at the fun bags
          on that hose hound.

He points out a busty BLONDE BOMBSHELL entering the party.
Lloyd rolls his eyes.

                      LLOYD
          Don't do this to me, Harry. I'm
          already a wreck. What if Mary oesn't
          like me?

                      HARRY
          Look, let's just go saddle up to the
          bar and down a couple bowls of
          loudmouth soup. A little booze'll
          bring back that old Lloyd Christmas
          over-confidence.

The guys stand out at the glittering social scene as they
make their way to the bar.

                      LLOYD
              (to BARTENDER)
          Two martinis, straight up.
As Harry and Lloyd silently take in the party, a BEAUTIFUL
RED HEAD reaches between them for a cocktail napkin, then
walks away.

                      LLOYD (CONT'D)
          Shut up, Harry.

                      HARRY
          I didn't say anything.

                      LLOYD
          Yeah, well I know what you were gonna
          say and I'm telling you to shut up
          in advance.

                      HARRY
          How do you know what I was gonna
          say?

                                                        84.

                      LLOYD
          I read you like a book.

                      HARRY
          Okay, if you read me like a book
          then what was I gonna say?

                      LLOYD
          You were gonna say:
              (in Harry's looped
               VOICE)
          'That's one fiery bush I wouldn't
          mind roasting my weenie in.'

Harry raises his eyebrows, IMPRESSED.

                       LLOYD (CONT'D)
          And I would say 'shut up', because
          this is our chance to get in with
          the rich and powerful and you don't
          ingratiate yourself to the kind of
          people by acting like Ron Jeremy on
          Spanish Fly.

The Bartender delivers their martinis as we hear the o.s.
CLINKING of a glass. The guys turns to

see Nicholas Andre standing at a podium. Next to him is a
LARGE, COVERED DISPLAY. On his other side are Karl and
Elizabeth Swanson.

                      ANDRE
          If I could have your attention,
          please...

The crowd QUIETS.
                      ANDRE (CONT'D)
          I'd like to thank you all for coming
          to this very special event. As you

KNOW, THE ASPEN PRESERVATION SOCIETY -

founded and chiefly funded by our great benefactors, Karl
and Helen Swanson - is the world's foremost efender of
endangered species. Our

SPRAWLING GROUNDS ARE HOME TO TWENTY-

three separate varieties of animals that are currently listed
on the United Nation's charter of protected species. Tonight,
we are deeply honored to have Mr. Karl Swanson welcome our
twenty-fourth.

                                                        85.

The crowd CLAPS as Mr. Swanson takes Andre's place at the
podium.

                      MR. SWANSON
          Ladies and gentlemen, I give you the
          Icelandic Snow Owl.

He pulls the cover off, revealing TWO MAJESTIC, FLUFFY WHITE
OWLS IN A CAGE. Everyone OOHS and AHHS.

                      MR. SWANSON (CONT'D)
          These magnificent specimens were

RESCUED RECENTLY, CULMINATING A FIVE-

year, two-million-dollar effort on our part. Together, they
constitute one-seventh of the snow owl population left on
the planet.

ON ANDRE - he's nervously eyeing Harry and Lloyd. He looks
pale.

                      MR. SWANSON
          Here these lovely birds will be
          allowed to breed in a natural but
          protected habitat. And, God willing,
          with your help and that of the
          Society's, we will see these wonderful
          creatures flourish once more.

More APPLAUSE.

                      MR. SWANSON (CONT'D)
          Again, thank you, and enjoy your
          evening. Oh, and feel free to take a
          closer look at our new friends here.
          Enjoy.

The crowd APPLAUDS and begins to mingle again. Lloyd turns
back to the Bartender and holds up his empty glass.

                      LLOYD
          Two more, please.

Harry stares at Lloyd with concern.

                      HARRY
          Lloyd, I've never seen you this
          uptight. You've gotta chill out.

                      LLOYD
          I can't help it. This is a very
          important night for me.
                      (MORE)

                                                        86.

                       LLOYD (CONT'D)
              (beat)
          Harry, have you ever wondered why
          you and I never have long-term
          girlfriends?

                      HARRY
          What are you talking about? I went
          out with Fraida Felcher for two and
          a half weeks.

                      LLOYD
          That was a fluke.
              (beat)
          The reason we never have long-term
          girlfriends is because of one thing:
          We're afraid of the C word.

                      HARRY
          That's crazy. We live for the C word.

                      LLOYD
          I'm talking bout commitment.

                         HARRY
                (beat)
          Oh.

                      LLOYD
          Well I'm ready for commitment, Harry.
          The first time I laid eyes on Mary
          Swanson, I knew she was the one.
              (beat)
          Some things you feel in your heart,
          other things you feel in your groin.
          This girl makes me feel it all in
          the heart.

Suddenly Lloyd notices something across the room.

HIS POV - A BEGUILING MARY SWANSON IS TALKING WITH A COUPLE
OF GUESTS. SHE'S WEARING A

spectacular black cocktail dress.

Lloyd quickly turns toward the bar.

                      LLOYD (CONT'D)
          Oh shit, there she is.

                                                   87.

                      HARRY
              (checking her out)
          Wow. You weren't kidding, Lloyd.
          She's an angel.
              (beat)
          Well, what are you waiting for? Get
          over there and talk to her.

                      LLOYD
          She's gonna think I'm some kind of
          psycho when she realizes how far I
          came just to see her.

                      HARRY
          You have her briefcase she's gonna
          be thrilled to see you.

                      LLOYD
          And then what? She'll take it back
          and that'll be it. I'm a nobody.

Harry thinks about this a moment.

                      HARRY
          Look, man, you just drove two thousand
          miles to see this girl. Don't quit
          on the last fifty feet.

                       LLOYD
               (brightening)
          Wait a second, I have an idea. You
          go over and introduce yourself. That
          way you can build me up so when I
          come along I won't have to brag about
          myself. Tell her I'm good-looking
          and I'm rich and I have a rapist's
          wit.

                      HARRY
          I can't tell her you're good looking,
          Lloyd she's got eyes.

Lloyd takes a big gulp of his new martini.

                      LLOYD
          Please Harry, I'm appealing to you
          as one loser to another. Just build
          me up and then give me a signal to
          come over. Please.

Harry SIGHS.

                                                           88.

                      HARRY
          All right. But you're gonna owe me a
          big one for this.

Harry straightens his polka-dot bow-tie, then APPROACHES
Mary, who is now standing alone, admiring the owls.

                      HARRY (CONT'D)
          Nice set of hooters you got there.

Mary turns to Harry, stunned.

                      MARY
          I beg your pardon?

                      HARRY
          The owls. They're beautiful.

                      MARY
          Oh. Yeah.
              (beat)
          Are you a bird lover?

                      HARRY
          Well, I used to have a parakeet, but
          my main area of expertise is canines
          that's dogs to the layperson.

She smiles at this.

                      MARY
          Thanks. I love dogs, too. So how

are you involved with them?

                      HARRY
          Oh, I've trained them, bathed them,
          clipped them; I've even bred them.

                      MARY
          Really? Any unusual breeding?

                      HARRY
          Nah, mostly just doggie-style. But
          one time we successfully mated a
          Bulldog and a Shitzu.

                      MARY
          Really? That's weird.

                      HARRY
          Yeah. We called it a Bullshit.
              (breaks out LAUGHING)
          Just a little breeder joke.

                                                           89.

She seems strangely charmed by this.

                      HARRY (CONT'D)
          Anyway, the real reason I came over
          is because I want to introduce you
          to a friend of mine.

Just then, Mary's stepmother approaches. She's holding a
martini and looking a little sloshed.

                      HELEN
          Mary, I don't believe I've met your
          friend.

                       MARY
          Actually, we haven't been introduced
          yet.
               (holds out hand)
          I'm Mary Swanson, and this is my
          stepmother, Helen.

                      HARRY
          Harry Dunne. Pleasure meeting you
          both.

                      HELEN
          I saw you come in earlier, Mr. Dunne.
          I was hoping we'd get a chance to
          meet.

                      HARRY
              (taken aback)
          You were?

                      HELEN
          That tuxedo I love a man with a
          sense of humor. So does Mary.

Mary shoots Helen a look, then smiles at Harry.

                      HARRY
          Really?

For a moment, he's caught up in Mary's eyes, but then manages
to snap out of it.

                      HARRY (CONT'D)
          Anyway, about my friend you doing
          anything tomorrow, Mr. Dunne? Because
          I believe Mary's looking for somebody
          to hit the slopes with. Whuh?

                      MARY
          Helen, you're embarrassing me.

                                                           90.

                      HELEN
          Well you are, aren't you?
              (to Harry)
          Poor girl doesn't get out enough. So
          what do you say, Harry? Are you
          available?

Harry thinks about this, then looks across the room at a
hopeful Lloyd.

                      HARRY
          Oh, I don't know. You see, my friend
          your friends for one day. You and
          Mary will have a ball.

Mary's captivating eyes meet his, waiting for an answer.

                          HARRY (CONT'D)
          Um... well... I don't know. You see, the
          thing is... sure.

ON LLOYD - he waits impatiently at the bar as Harry returns.

                      LLOYD
          How come you didn't call me over?

                      HARRY
          Relax, you're golden. I got you a
          ate with her tomorrow.

Lloyd falls back against the bar and grabs his chest. He's
SPEECHLESS.

                            LLOYD
          Wha... you... I... it's...
                (smiles)
          I love you, man. I love you!

Lloyd clamps an embarrassed Harry in a TIGHT EMBRACE.

                      HARRY
          Okay, get a grip, Lloyd. You're making
          a scene.

Lloyd steps back elated.

                      LLOYD
          This calls for a toast!

He grabs a bottle of champagne out of a bucket and starts to
open it.

                                                           91.

                      LLOYD (CONT'D)
          You're gonna be my best man, Har, I
          mean it. It was always between you
          and my future wife's brother, but
          you just earned a seat at the head
          table, pal.

Suddenly the CORK SHOOTS OUT OF THE CHAMPAGNE BOTTLE AND
ZIPS ACROSS

THE ROOM LIKE A BULLET   DIRECTLY TOWARD ONE OF THE NOW EVEN
WIDER-

EYED OWLS. In quick succession we hear a BOK!, a SQUAWK!,
and a THUMP!

A HUSH falls over the entire party as everyone turns their
stunned attention to the cage.

THEIR POV - FEATHERS ARE FLOATING IN THE AIR THROUGHOUT THE
CAGE, AND ONE OF THE ICELANDIC SNOW

Owls LIES ON ITS BACK, its species now one bird closer to
extinction.

Harry and Lloyd look on in horror. Harry takes the smoking
champagne bottle from Lloyd and places it on the bar.

                      HARRY
              (under breath)
          I think we've done enough hobnobbing,
          Lloyd.

The guys LOWER THEIR HEADS and slink out of the room before
anyone can figure out what happened anyone except for
Nicholas Andre, that is; we PAN to show that he's been
standing nearby watching their every move. And he doesn't
look very happy.

                                                      CUT TO:

INT. AASPEN APARTMENT - NIGHT

Nicholas Andre is pacing the room with a drink in his hand
while J.P. Shay looks on nervously.

                      J.P. SHAY
          Maybe it was just a coincidence.

                      ANDRE
          Don't be stupid. It's a message,
          plain and simple: We killed their
          bird, now they killed ours.

                                                          92.

                       J.P. SHAY
          But how could anybody off a bird
          with a cork?

                      ANDRE
          These guys arent' just anybody.
          They're good. Look what they did to
          Mental. He was the best, and yet he
          fell right into their web.

                      J.P. SHAY
          But the bastards already got our
          money. What the hell more could they
          want?

Andre runs his fingers through his hair.

                      ANDRE
              (at wit's end)
          I don't know, god damn it!

                                                       CUT TO:

INT. BEDROOM - PRESIDENTIAL SUITE - THE NEXT MORNING

A jubilant Lloyd is fixing his hair in the mirror. In the
b.g., Harry is putting on his new ski clothes including a
pair of thermal tights.

                      LLOYD
          Mrs. Christmas... Mary Christmas... Mrs.
          Mary Christmas. You

know, it has kind of a ring to it, oesn't it, Har?

                      HARRY
          Sounds nice, Lloyd, but don't you
          think you may be jumping the gun a
          little? I mean, who knows, when you
          get to know her, you may find out
          she's not your type.

                      LLOYD
          Impossible. I know my type    when I
          see it. Now let me get this    straight,
          she wants me to meet her at    the
          Avalanche Bar and Grill on    Main
          Street?

                      HARRY
          That's what she said. Ten o'clock
          sharp.

This is when Lloyd notices Harry's get-up.

                                                        93.

                      LLOYD
          Time out. Where are going ressed
          like that.

                      HARRY
          I, uh, thought while you were making
          your love connection I'd try my luck
          on the slopes.

                      LLOYD
          You mean you're gonna go out in public
          dressed in tights?

                      HARRY
          These aren't tights. They're
          fashionable Euro-trash ski trousers.

                      LLOYD
          But you can see the outline of your
          who-who.

Harry looks down at his crotch.

                        HARRY
          Really?

                      LLOYD
          Turn sideways.

Harry turns his profile against the window.

                      LLOYD (CONT'D)
          Actually, it's just a tiny little
          lump. No one will ever notice.

                      HARRY
          You're right. I can't go out dressed
          like this.

                                                     CUT TO:

EXT. ASPEN BASE LODGE - DAY

ESTABLISHING SHOT of the building.

INT. ASPEN BASE LODGE

People are putting their boots on and their skis are lined
up on the wall behind them. Mary is waiting by the fireplace
in an incredibly sexy snowsuit.

                                                          94.

Suddenly Harry appears in the room, dressed ridiculously. As
he begins to clumsily make his way through the lodge toward
Mary, we see that he ALREADY HAS HIS SKIS ON. He kicks over
a row of skis and gets glares from all sides. Finally he
reaches her, OUT OF BREATH.

                      HARRY
          Sorry I'm late. It's a bitch driving
          a clutch with these things.

EXT. CHAIR LIFT - DAY

Harry and Mary are at the front of the lift line. The couple
ahead of them get on a chair, and then they shuffle into
position. Harry crouches nervously, waiting for the chair.
The chair swings around, comes up behind them, and makes a
smooth pick up of Mary, that is. An embarrassed Harry is
STILL IN THE CROUCHING POSITION, having missed the ride.
Mary looks back at him, confused. Suddenly he pretends to be
stretching.

                      HARRY
              (CALLING OUT)
          You take the first run alone. I'm
          gonna loosen up down here.

                                                     CUT TO:

INT. AVALANCHE BAR & GRILL - DAY

Lloyd ENTERS the bar as the WAITERS are setting up for the
day.

                      WAITER
          I'm sorry, we don't open until eleven.
This is disconcerting news to Lloyd.

                      LLOYD
          I'm meeting someone. Mind if I wait
          at the bar?

The Waiter shrugs and Lloyd sits down at the empty bar.

                                                     CUT TO:

EXT. CHAIR LIFT - DAY

Harry and Mary are now sitting together on a chair as it
rises higher and higher toward the imposing mountain top.
Harry holds onto the chair's frame nervously.

                      MARY
          Beautiful day, huh, Harry?

                                                           95.

                       HARRY
          Glorious.

Mary takes a DEEP BREATH.

                      MARY
          God, it feels so good to get up here.
          I haven't been outdoors much in the
          last couple of weeks.

                       HARRY
          Why not?

                      MARY
              (evasive)
          There's been... family problems. I
          on't want to bore you with them.

                       HARRY
          Thanks.

He looks mindlessly off in the distance. Then Harry notices
a PATCH OF FROST on the chair lift bar.

                        HARRY (CONT'D)
          Oh, look... frost.

He licks it and his TONGUE IMMEDIATELY FUSES WITH THE FROZEN
METAL. He tugs a few times, but it won't budge.

                      MARY
          Are you okay?

                      HARRY
              (lisping)
          Sure. I do this all the time...
                                                        CUT TO:

EXT. MOUNTAIN TOP - DAY

As Mary and Harry arrive at the top of the lift, Mary
disembarks but Harry stays on.

                      HARRY
              (lisping)
          See ya at the bottom...

Harry and the chair lift swing around and start heading down
the hill.

                                                        CUT TO:

                                                          96.

EXT. BOTTOM OF MOUNTAIN - DAY

The chair lift comes back around with Harry still sitting on
it, stuck to the bar. Two LITTLE KIDS climb on with him.

                        HARRY
                (lisping)
          Hi.
              (off their looks)
          Say, kids, you wouldn't happen to
          have a cup of warm water, would you?

The two kids just stare at him.

                                                       CUT TO:

INT. AVALANCHE BAR & GRILL - AFTERNOON

A despondent   Lloyd's got a couple of empties in front of him
now. The bar   is open and there are a few CUSTOMERS sprinkled
about. Lloyd   takes a sip of his drink and looks up at the
clock on the   wall. It's 12:30.

We see a pair of beautiful legs slide onto the stool next to
him. PAN OVER to reveal that it's the Athletic Beauty that
Harry had tried to pick up at the truck stop.

                        ATHLETIC BEAUTY
          Hi.

Lloyd GRUNTS a hello.

                      ATHLETIC BEAUTY (CONT'D)
          Bad day, huh?

Lloyd GRUNTS once more.
                      ATHLETIC BEAUTY (CONT'D)
              (big smile)
          well don't worry, Mercury's supposed
          to be coming out or retrograde
          tonight. Things will get better.

AS LLOYD GRUNTS AGAIN, WE

                                                       CUT TO:

EXT. BASE LODGE - AFTERNOON

Mary gracefully carves her way to the bottom of the hill and
stops with a snow-spraying flourish. She looks around the
outdoor patio for Harry. She spots something and does a DOUBLE-
TAKE.

                                                           97.

MARY'S POV - HARRY IS SITTING AT A TABLE, STILL ATTACHED TO
THE CHAIR LIFT (WHICH

has been removed from the cable). He's drinking a cup of
coffee and trying to act nonchalant, espite the gawking of
the other SKIERS. There's a MIME performing in the b.g.

BACK TO SCENE

                      MARY
          My god. Harry, are you okay?

                      HARRY
              (lisping)
          I'm fine, I'm fine. It'll come off.

                                                        CUT TO:

CLOSE UP of Harry's head through a RIFLE SCOPE. REVERSE ANGLE
to reveal J.P. Shay a few hundred feet up the hill with a
high-powered rifle trained on Harry.

                      SHAY
          You're luck just ran out, pal.

As his trigger finger TWITCHES with anticipation, we go

BACK TO SCENE

                      MARY
          This is silly. Let me help you...

Mary gets up and stands behind Harry. He MOANS nervously.
She grabs his head in both hands and starts pulling it away
from the bar. We see HARRY'S TONGUE STRETCH RIDICULOUSLY...
FIVE INCHES... SIX... THEN EIGHT. Harry GROANS in pain. Suddenly,
his TONGUE COMES UNDONE and Harry and Mary fall backwards
out of the path of J.P. Shay's bullet as it WHIZZES BY. We
hear the Mime in the b.g. CRY OUT in pain:

                      MIME
          GODDAMN IT! WHAT THE FUCK?!

The poor Mime holds his bleeding hand and retreats nervously
into the lodge as the CROWD BOOS him.

                                                        CUT TO:

INT. AVALANCHE BAR & GRILL - AFTERNOON

Lloyd's now swimming in despair, as the Athletic Beauty
RAMBLES ON beside him.

                                                      98.

                        ATHLETIC BEAUTY
          ...Anyway, after my boyfriend backed
          into my garage for the third time, I
          said to myself, 'Run, Cathy, run for
          your life before he kills you both'.
          Then you know what the klutz does
          and to be perfectly honest, I on't
          really care.
                (beat)
          Look, I'm sorry, but I'm not very
          good company today. I'll say.
                (beat)
          I have an idea. Why don't you tell
          me a little about yourself.

                      LLOYD
          Maybe some other time.

Lloyd motions for the BARTENDER.

                      LLOYD (CONT'D)
          Excuse me, you wouldn't happen to
          know a Mary Swanson, would you?

                      BARTENDER
          Sure. Her family comes in here all
          the time.

                      LLOYD
          Do you know where she lives?

                      BARTENDER
          Yeah, they got that big place up on
          Alpine Drive.

                                                   CUT TO:
EXT. SWANSON CHALET - LATE AFTERNOON

The hearse pulls up to the house and stops.

INT. HEARSE

                      MARY
          I've got to tell you, today was really
          just what I needed. Thanks a lot,
          Harry.

                      HARRY
          My pleasure, Mary.

She beams and gives him a KISS on the cheek.

                                                           99.

                      MARY
          So you'll pick me up tonight at 7:45?

                      HARRY
          Better make it quarter to eight.
          I've got a few things to take care
          of first.

Harry watches, lovestruck, as Mary gets out of the car and
walks toward the house.

                        HARRY (CONT'D)
              (to himself)
          Mary Dunne... Mrs. Mary Dunne... Got a
          nice ring to it.

We PAN from the hearse to some nearby bushes, where we see a
SHATTERED LLOYD

WATCHING ALL THIS IN DISBELIEF.

                      LLOYD
          Some best man.

                                                   DISSOLVE TO:

MONTAGE of Lloyd walking through the hills of Aspen, totally
BUMMED OUT.

                                                   DISSOLVE TO:

INT. BEDROOM - PRESIDENTIAL SUITE - EVENING

Lloyd is sitting forlornly on the bed while Harry feigns
surprise at what he's just heard.
                      HARRY
          It doesn't make any sense, Lloyd.
          She told me ten o'clock sharp. Are
          you sure you went to the right bar?

                      LLOYD
          Believe me, it was the right place.
              (SIGHS)
          I don't know, Har, maybe she just
          had second thoughts.

                      HARRY
          I have a hard time believing that,
          Lloyd. The girl said she couldn't
          wait to see you again.

Harry paces back and forth when suddenly SOMETHING OCCURES
TO HIM.

                                                       100.

                      HARRY (CONT'D)
          Wait a minute...

                       LLOYD
          What?

                      HARRY
          It just occurred to me. She must've
          meant ten o'clock at night.

                        LLOYD
              (brightening)
          Do ya think...?

                      HARRY
          Of course! Why would she have you
          meet her at a bar at ten in the
          morning?

                      LLOYD
              (shrugging)
          I just figured she was a raging
          alcoholic.

Harry BARKS OUT A LAUGH at their stupidity.

                      HARRY
          Boy, aren't we a couple of beauties?

                      LLOYD
          I knew there was an explanation. And
          here I thought she was standing me
          up.

                       HARRY
          That'll teach you to jump to
          conclusions.
              (beat)
          Anyway, since you have your night
          all

planned, I think I'll run out and catch a flick.

As Harry walks into the closet to change, Lloyd clenches his
fist and glares after him. Then he regains his composure and
moves to the bar.

                      LLOYD
          Will you join me in a good luck toast
          before you head out?

                                                       101.

                      HARRY
              (o.s.)
          Sure thing, pal. Whatever you think
          will help your chances.

Lloyd BITES HIS LIP at this. He fills two mugs with coffee
and throws a splash of Bailey's in each. He check to make
sure Harry is still in the closet, then pulls out a BOX OF
EX-LAX.

LLOYD DUMPS THE ENTIRE PACK INTO ONE MUG AND MIXES IT IN.

WHEN HARRY COMES OUT OF THE CLOSET DRESSED IN A NEW SUIT AND
TIE, LLOYD DOES A DOUBLE-

take.

                      LLOYD
          Pretty snazzed out for a movie, aren't
          you?

                        HARRY
          Uh... it's for mature audiences. I
          on't wanna chance getting turned
          away at the door.

                      LLOYD
          I see.

Lloyd hands him the mug with the Ex-Lax. Then he lifts his
own glass.

                      LLOYD (CONT'D)
          To my friend Harry the matchmaker.

Harry feels a pang of guilt but drinks up anyway.
                      HARRY
          Mmmmm...

He GULPS DOWN THE DRINK.

                                                     CUT TO:

INT. HEARSE - NIGHT

Harry's driving along, WHISTLING happily to himself in
anticipation of the night. Suddenly we hear a LOW, INTESTINAL
RUMBLE. He reacts and rubs his stomach.

                                                       102.

EXT. SWANSON CHALET - NIGHT

The hearse parks on the street and Harry gets out. He's
walking up the steps to the house when we hear more GASEOUS
THUNDER from his stomach. Harry stops in his tracks, gets
his insides under control, and continues to the front porch,
where he RINGS the bell.

Mary answers the door, fiddling with her earrings.

                      MARY
          Hi. Come on in.

INT. SWANSON CHALET

Harry follows her inside.

                      MARY
          Make yourself at home. I'm almost
          ready. Just give me one more minute.

As she disappears down a hallway, we hear Harry's UPSET
STOMACH again. He notices a bathroom off the hallway and
rushes inside.

INT. BATHROOM

HOLD ON Harry's face as he quickly pulls his pants down and
nestles onto the throne. He lets out a SIGH OF RELIEF as he
does his business, then leans over and SLIDES OPEN THE WINDOW
to air the room out. He's still glued to the toilet when he
hears a KNOCK on the door.

                      MARY
              (o.s.)
          Are you in there, Harry?
                      HARRY
              (nervously)
          Be right out.

                       MARY
              (o.s.)
          I hope you're not using the toilet.
          It's broken.

ZOOM IN TIGHT on Harry's face - his EYES GO WIDE and a visible
SWEAT breaks out on his forehead.

                      HARRY
          Huh?

                                                         103.

                      MARY
              (o.s.)
          It doesn't flush.

                      HARRY
          Um, no, I was just... shaving.

EXT. HALLWAY

A confused Mary is standing outside the bathroom door.

                       MARY
          Shaving?

                      HARRY
              (o.s.)
          Yeah! I was running a little late.
          Thought this would save time.

                      MARY
          Okay. Well I'll be in the living
          room whenever you're ready.

INT. BATHROOM

Harry's got his pants back on and is lifting the lid off the
toilet tank. He starts tinkering with a few valves.

                      HARRY
              (under breath)
          Come on, flush, you bastard...

EXT. LIVING ROOM - SWANSON CHALET - NIGHT

Mary's sitting patiently on the couch with her legs crossed.
She looks at her watch, then flips on the TV.
ON THE TUBE - the news is on. A WOMAN REPORTER is addressing
the CAMERA gravely:

                      REPORTER
          We'll be back in a minute with the
          story of the blind Indiana boy who
          was duped into buying a dead parakeet.

We see Billy the blind boy from apartment 4-C sitting in
his wheelchair, holding up Petey the parakeet with its head
Scotch taped on its body.

                        BLIND BOY
          ...I thought he was real quiet...

                                                       104.

The Reporter shakes her head and they go to a commercial.
Mary SHIVERS at this and turns off the television. Suddenly
the DOORBELL RINGS. She gets up and opens the front door.

HER POV - a dapper Lloyd is standing there in his new Aspen-
chic clothes.

                        MARY
          Yes...?

                        LLOYD
          Hi.
              (beat)
          Don't you remember me?

                        MARY
          Um... I'm not really...

                      LLOYD
          South Bend. I drove you to the airport
          last week.

                      MARY
              (dawning on her)
          Oh my god. Lloyd, right?

Lloyd is thrilled at this.

                      LLOYD
          You remembered.

                      MARY
          What are you doing in Aspen?

                      LLOYD
          I brought you your briefcase You
          left it at the airport so I picked
          it up for you.

Mary's MOUTH DROPS OPEN.

                      MARY
          You're the one who took my briefcase?

                      LLOYD
          Yeah, it's back at my hotel room.
          Come on, let's take a ride. I'll
          give it to you.

Mary is torn between getting her briefcase and waiting for
Harry.

                      MARY
          Wait right here.

                                                         105.

She goes to the bathroom door. Inside we hear the LOUD
CLANKING of metal against metal.

                      MARY (CONT'D)
          Harry, what are you doing in there?

INT. BATHROOM

Harry's got the eintire toilet completely DISASSEMBLED now.
Various pieces of the commode litter the floor, including
the big plastic float ball. He's on his knees tinkering with
some pipes coming out of the wall.

                      HARRY
          Uh... just cleaning my teeth. Give
          me a minute, Mary, I'll be right
          with you.

                      MARY
              (o.s.)
          Sorry, but something important's
          come up and I have to run out. It's
          sort of an emergency. I'll explain
          later.

                        HARRY
          But Mary --

                      MARY
              (o.s.)
          --I'm really sorry, Harry. I promise
          we'll do this another time.

Harry hears her FOOTSTEPS echo down the hallway and then the
front DOOR CLOSING. Harry slumps against the sink, defeated.
                        HARRY
          Great...

                                                     CUT TO:

INT. MARY'S JAGUAR - NIGHT

Lloyd is in the passenger seat, wearing a subtle, SATISFIED
SMILE. An anxious looking Mary is at the wheel.

EXT. HOTEL DANBURY - NIGHT

The Jaguar pulls up in front of the hotel. As Lloyd and Mary
get out, we PAN OVER to reveal that they were being followed
by Nicholas Andre and J.P. Shay in a Mercedes.

                                                       106.

INT. ANDRE'S MERCEDES

Andre pulls a PISTOL from beneath his seat and slips it into
his coat.

                      ANDRE
          They're mine...

INT. PRESIDENTIAL SUITE

The door opens and Lloyd and Mary ENTER.

                      LLOYD
          ..So anyway, as soon as I got to
          town I tried to look you up but I
          idn't know your last name.

He leads her to the closed BRIEFCASE which is sitting on the
bed.

                      MARY
          I don't believe it. You really have
          it.

                      LLOYD
          'Course I have it. When Lloyd
          Christmas drives a woman to the
          airport, he makes sure she gets all
          her luggage, no matter what he has
          to

o.

Mary looks at Lloyd and smiles.

                      MARY
          This is incredible. You mean to say
          you drove two thousand miles just
          for me?

                      LLOYD
          Well... no... I mean, you know, there
          were other reasons...
              (beat)
          Actually, yeah, I guess I did.

She can't believe her ears.

                      MARY
          That is the sweetest thing I've ever
          heard.

                                                       107.

He drops his head and Mary leans over and kisses him on the
cheek.

                                                     CUT TO:

INT. HEARSE - NIGHT

A sullen Harry is driving back to the hotel.

                      HARRY
              (MUMBLING to himself)
          It's all Kharma, Harry. You screw
          your best friend over and it's gonna
          come back to haunt you, plain and
          simple...

                                                     CUT TO:

INT. PRESIDENTIAL SUITE

CLOSE ON LLOYD'S FACE - he's starry-eyed in love as he spills
his guts.

                      LLOYD
          Look, Mary, I know this may seem a
          little sudden but I've given it a
          lot of thought: You're the woman
          I've been waiting for my whole life,
          and I'm not ashamed to admit it --
              (holds up his hand)
          --Please, let me finish.
              (DEEP BREATH)
          I'm crazy about you. I've never felt
          this way about anyone. You make it
          so easy for me to tell you my
          innermost desires.
              (NERVOUS LAUGH)
          Listen to me, I feel like a schoolboy
          again.
              (beat)
          A schoolboy who desperately wants to
          make sweet, sweet love to you.

Suddenly we hear   TOILET FLUSHING O.S.

REVERSE ANGLE REVEALS that Lloyd has been talking to an EMPTY
CHAIR. The bathroom oor opens and Mary comes out. She looks
around, expecting to see someone else.

                      MARY
          Oh... I thought I heard you talking
          to someone.

                                                       108.

Lloyd is flustered. He swallows hard. It's the moment of
truth.

                      LLOYD
          Mary...
              (BLURTING OUT)
          I desperately want to make love to a
          schoolboy.

                      MARY
              (taken aback)
          Maybe I should be going now.

                      LLOYD
          No, that's not what Imeant. I meant...
          I really like you, Mary. I like you
          a lot.

She smiles at this.

                      LLOYD (CONT'D)
          I'm gonna ask you something flat out
          and I want you to answer me honestly:
          What do you think the chances are of
          a girl like you and a guy like me
          ending up together?

Mary is obviously thrown by this question.

                      MARY
          Lloyd, that's difficult to say. I

mean we hardly --

                      LLOYD
          --I asked you to be honest, Mary.
                      MARY
          But Lloyd, I really can't --

                         LLOYD
          --Come    on, give it to me straight. I
          rove a    long way to see you, the least
          you can    do is level with me. What
          are my    chances?

                         MARY
          Not good.

BEAT

                      LLOYD
          You mean not good, like one out of a
          hundred?

                                                        109.

                      MARY
          I'd say more like one out of a
          million.

BEAT

                      LLOYD
              (Duh)
          So you're telling me there's a chance?

Just then, there's a KNOCK at the door. When Lloyd opens it,
he's face to face with Nicholas Andre.

                      MARY
          Nicholas... what are you doing here?

                      ANDRE
          I've been looking for you, Mary.

I've got some interesting news about your husband.

Lloyd looks at MAry, devastated.

                          LLOYD
          Husband?

                      ANDRE
          Aren't you two going to invite me
          in?

Lloyd and Mary hear a CLICK and turn to see Andre POINTING A
GUN at them. Andre steps into the room, and we

                                                      CUT TO:

INT. HOTEL DANBURY - LOBBY - NIGHT
As Harry mopes through the lobby, we hear someone CALL OUT:

                          WOMAN'S VOICE
                 (o.s.)
          Hey!

Harry turns to see the Athletic Beauty approaching.

                      HARRY
          You...? What are you doing here?

                                                      CUT TO:

INT. PRESIDENTIAL SUITE

Nicholas Andre has his gun pointed at a stunned Lloyd and
Mary.

                                                        110.

                      ANDRE
          Well at least you two got to say
          your goodbyes.

                         LLOYD
          Who are you?

                      ANDRE
          Don't play dumb with me, asshole.
          I'm the rightful ower of that
          briefcase you've been carrying.

                         LLOYD
          Uh-oh.

Mary can't believe what's happening.

                      MARY
          Nicholas, you... you motherfucker!
          My family trusted you!

                         ANDRE
          Shut up!

                      LLOYD
          Uh, sir, about the briefcase, I want
          you to know, my friend Harry and I
          have every intention of reimbursing
          you.

Andre looks alarmed. He motions Mary to the briefcase with
his gun.

                      ANDRE
          Open that damn thing!
Mary opens the briefcase and a pile of WHITE, CRUMPLED-UP
BALLS OF PAPER fall out along with a few packets of hundreds.

                      ANDRE (CONT'D)
          What the hell's this? Where's all
          the money?

                      LLOYD
          That's as good as money, sir. Those
          are our IOUs. You can add them up
          yourself. Every penny's accounted
          for.

Andre looks like his head is about to BURST in anger.

                      ANDRE
          You're fucking dead!

                                                       111.

                      LLOYD
          Now don't do anything hasty, man.

                                                     CUT TO:

INT. HOTEL HALLWAY

Harry gets out of the elevator and lets himself into the
Presidential Suite.

INT. PRESIDENTIAL SUITE

Harry ENTERS looking contrite and CALLS OUT:

                      HARRY
          Lloyd, are you home? We've gotta
          talk, man. I have a serious confession
          to make.

Harry comes around the corner and STOPS COLD.

HIS POV - Lloyd and Mary are lying on the bed, their arms
handcuffed to the bedpost.

                      HARRY (CONT'D)
          Oh good, you found her. I'll just
          leave you two kids alone.

Harry turns to go, but bumps into the MUZZLE OF ANDRE'S GUN.

                      ANDRE
          Why don't you stay and join the party?

                                                     CUT TO:

INT. PRESIDENTIAL SUITE - A FEW MINUTES LATER
Harry is sitting beside Lloyd and Mary on the bed. Nicholas
Andre keeps his gun trained on them while he SPEAKS on the
phone:

                      ANDRE
          ..I want a one-way ticket to Rio De
          Janerio departing as soon as
          possible...

ON THE BED - Harry and Lloyd can't look each other in the
eye.

                      MARY
          You mean you two know each other?

                                                  112.

                      LLOYD
              (cutting)
          Yeah, we used to be best friends.

                      HARRY
          Until he turned into a backstabber.

                      LLOYD
          Me a backstabber? You got a lot of
          nerve. I saw her first.

                      HARRY
          Hey, I couldn't help it if she found
          me irresistable.

Mary ROLLS HER EYES at this.

                      LLOYD
          But you knew how crazy I was about
          her.

                      HARRY
          Yeah, and you knew how crazy I was
          about Fraida Felcher, but that didn't
          stop you, did it?

                      LLOYD
              (waning righteousness)
          What are you talking about?

                      HARRY
          Don't deny it, Lloyd. Fraida told me
          the whole sordid story.

Lloyd can't muster a defense.
                      LLOYD
          Look... I was gonna tell you about
          that. It was gonna be mentioned at
          the reading of my will. I swear, you
          can ask my lawyer.

Harry glares at him.

                      HARRY
          Well I guess we both learned a little
          something about each other, didn't
          we?

                      LLOYD
          You said it, pal. Maybe we're not as
          good friends as we thought we were.

                                                       113.

                         HARRY
          Guess not.

                      LLOYD
          I mean, if one beautiful girl   could
          rip us apart like this, then   it seems
          our friendship isn't worth a   damn.
              (beat)
          Maybe we should call it quits   right
          here.

                      HARRY
          Just tell me where to sign, bud.

Suddenly they hear the metallic CLICK-CLACK OF A GUN BEING
COCKED.

                      ANDRE
          Okay, which one of you losers wants
          to die first?

The guys exchange a look and SWALLOW HARD.

                      HARRY
          I wouldn't pull that trigger if I
          were you.

                      ANDRE
          Why not? It'll look like just another
          Aspen love triangle. You caught the
          two of them in bed, handcuffed them
          to the post, murdered them, and killed
          yourself.

                      HARRY
              (smug)
          Except you're forgetting one minor
          etail.

                         ANDRE
          What's that?

Lloyd and Mary look at Harry, hopeful.

                      HARRY
          If you kill us, you'd be killing
          yourself.

                         ANDRE
                 (puzzled)
          Huh?

                                                   114.

                       HARRY
           You see, philosophers believe that
           we're all really just tiny pieces of
           one huge universal being. In other
           words, I am you and you are me, so
           if you were to kill us you'd be
           committing suicide, you unenlightened

idiot --

                        ANDRE
           --Shut up!

Mary sees that they're in deep shit now.

                       MARY
           What about my husband? Did you kill
           him, too?

                       HARRY
           Husband? What husband?

                       LLOYD
           Mary's married, Harry.

                       ANDRE
           No need to worry about Melvin.
               (beat)
           Now this is the last time I'll ask:
           Who wants to die first?

Harry gestures with his head at Mary.

                       HARRY
           Kill her. The bitch should've told
           him she was married back at the
           airport. It would've saved us a lot
           of trouble.

Andre points the gun at Mary.

                       LLOYD
           No, I'll go first, Harry. I was the
           one who got you into this mess.

Andre points the gun at Lloyd.

                       HARRY
           No, wait, do me first. I'm the one
           who stole your girl, Lloyd. I eserve
           it.

                                                          115.

Andre SIGHS and points the gun at Harry. Then, as Mary and
Lloyd look on in horror, he FIRES TWICE. Harry grabs his
stomach and falls off the bed to the floor.

                      LLOYD
          Jesus Christ! You killed my best
          friend, you bastard!

Andre smiles.

                      ANDRE
          If it's any consolation, you're about
          to be reunited.

He aims the gun at Lloyd, COCKS THE TRIGGER. Suddenly, a
SHOT RINGS OUT and the gun is blown out of Andre's hand.

ON THE FLOOR - Harry is very much alive and pointing a pistol
at the stunned Nicholas Andre.

                      LLOYD
          Harry! You're alive!

Just them, the door BURSTS OPEN and SEVERAL POLICE OFFICERS
storm in with their weapons drawn.

                      COP #1
          Get your hands up, asshole!

Lloyd and Harry throw their hands into the air. A stunned
Andre turns to see six guns pointing at his head. He
reluctantly raises his hands. Mary and Lloyd are flabbergasted
by the turn of events.

There's a sudden commotion in the room. Pushing her way
through the mass of cops comes the Athletic Beauty. She
flashes an ID.

                      ATHLETIC BEAUTY
          Special Officer Kathryn Frick. Federal
          Bureau of Investigation.

                      LLOYD
              (dumbstruck)
          You gotta be kidding.

                      ATHLETIC BEAUTY
          Good work, Harry.

Lloyd looks to his friend, confused. Harry opens his shirt,
revealing a BULLET-PROOF VEST.

                                                       116.

                      HARRY
          She grabbed me down in the lobby and
          explained what was up. They slapped
          this on me and gave me a gun.

                      LLOYD
              (to Athletic Beauty)
          But how did you...?

                      ATHLETIC   BEAUTY
          We've been following   you two all the
          way from Providence.   Mr. and Mrs.
          Swanson had a homing   device plated
          in the briefcase.

The guys glance guiltily at one another.

                      HARRY
          Yeah, about that dough...

                      ATHLETIC BEAUTY
          Every bill was counterfeit and marked.

Harry and Lloyd EXHALE A SIGH OF RELIEF.

                                                     CUT TO:

EXT. HOTEL DANBURY - NIGHT

There's a swarm of ONLOOKERS as Andre and J.P. Shay are
hustled into a police car and driven away. While Mary TALKS
to the police, Harry and Lloyd stare at her lovingly.

                      LLOYD
          She's something, ain't she, Har?
                      HARRY
          You were right, Lloyd. She was
          efinitely worth the trip.

                      LLOYD
          Guess we have to admit it, she was
          too good for us.

Just then, a cruiser pulls up and Mary's husband jumps out.

                      MELVIN
          Oh god, baby, I missed you!

Harry and Lloyd stare in wonder as MEL GIBSON climbs out of
the car. Mary and Mel embrace, then Mel turns to the guys.

                                                         117.

                      MELVIN (CONT'D)
          I can't thank you enough, fellas. It
          was so darn dank in that well, I
          really thought it would be the death
          of me.

Harry and Lloyd are too stunned to respond. They look at
each other, and we

                                                 DISSOLVE TO:

INT. LOBBY - HOTEL DANBURY - THE NEXT DAY

Lloyd and Harry come out of the elevator with their meager
luggage, but this time nobody rushes to their aid.

EXT. HOTEL DANBURY - DAY

The guys EXIT the hotel and approach the Bell Captain,
Barnard.

                      HARRY
          Hey, Barney...

                      BELL CAPTAIN
          Yes, gentlemen?

                      LLOYD
          Look, we just wanted to say that we
          appreciate all you did for us during
          our stay.

                      HARRY
          And we're, um, sorry about the money
          we gave you turning out to be phony.
                      BELL CAPTAIN
          Don't worry about it, gentlemen. The
          Swanson family has promised to
          reimburse everyone.

This seems to please Lloyd and Harry. The hearse is delivered
to the front door.

                      LLOYD
          Well, anyway, thanks again for
          everything.

They turn to go, but Barnard CALLS TO THEM:

                      BARNARD
          Where are you two headed?

                                                       118.

                      HARRY
          I dunno. I'm sure we'll find a trailer
          camp somewhere to call home.

                      BARNARD
          Why not right here?

Harry and Lloyd look at each other, confused.

                      LLOYD
          This joint is a little out of our
          budget, Barney.

                      BARNARD
              (smiling)
          Oh, I think we might be able to find
          you a free room somewhere -- after
          all, like you once told me, we're
          all from the same mold.
              (winks)
          You just don't have any dough right
          now.

The guys are STUNNED by Barnard's generous offer.

                      HARRY
          Are you on the level?

                      BARNARD
          Absolutely. We'll just slide you
          into one of the employee rooms...

The guys beam at this.

                      BARNARD (CONT'D)
          ...Provided, of course, you don't
          mind working one or two afternoons a
          week.

Harry and Lloyd lock eyes. Then:

                      LLOYD
          You know what, Barney, I think we'll
          take out chances down the road.

Barnard shakes his head as the two fools climb into their
hearse and drive off.

EXT. HIGHWAY - DAY

As the hearse drives down the road, we hear V.O.:

                                                       119.

                      HARRY
              (v.o.)
          Since we're finished elbow-rubbing,
          what next, lloyd?

                      LLOYD
              (v.o.)
          I say we head due south and try a
          little nose-rubbing with some of
          them slinky eskimo babes.

                      HARRY
              (v.o.)
          Now you're talking my language. You
          know I got a weakness for blondes.

As they head toward their next adventure, the CAMERA PULLS
UP, UP, UP...

END CREDITS

THE END