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Gods And Monsters Movie Script

Writer(s) : Bill Condon

Genres : Drama

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                         "GODS AND MONSTERS"

                              Screenplay
                                  by
                             Bill Condon



                          Based on the novel

                       "Father of Frankenstein"
                                  by
                           Christopher Bram





                             May 30, 1997

                            SHOOTING DRAFT







     NOTE: THE HARD COPY OF THIS SCRIPT CONTAINED SCENE NUMBERS
     AND SOME "SCENE OMITTED" SLUGS. THEY HAVE BEEN REMOVED FOR
     THIS SOFT COPY.




     FADE IN:

     MAIN TITLES BEGIN

     Writhing pools of light and dark, out of which emerge images
     from "The Bride of Frankenstein," directed by James Whale.
     Elsa Lanchester, as the Monster's Bride, looks up, down,
     left, right, startled to be alive.  The Monster stares at
     her.  "Friend?" he asks, tenderly, desperately.

     EXT. COUNTRYSIDE - NIGHT (B & W)

     Lightning splits the black-and-white sky, revealing a single
     shattered oak in a desolate landscape.  Below, a HUMAN
     SILHOUETTE stumbles through the darkness, the top of his
     head flat, his arms long and heavy, his boots weighted with
     mud.

     Suddenly the storm fades.  Light creeps into the scene, and
     color, as we DISSOLVE TO:

     THE PACIFIC OCEAN

     melting into a hazy morning sky.  In a box canyon off the
     coast highway, we see row after neat row of trailer homes, a
     makeshift village for beach bums.

     INT. TRAILER - DAY

     CLAYTON BOONE opens his eyes.  He is 26, handsome in a
     rough-hewn, Chet Baker-like way, with broad shoulders and a
     flattop haircut.  He grabs a crumpled pack of Lucky Strikes,
     lights a bent cigarette.

     Clay stands and walks bare-assed across the single tin room,
     his head almost touching the ceiling.

     EXT. TRAILER PARK - DAY

     Clay goes a few rounds with a weatherstained speed bag
     that's set up behind his trailer.

     INT. TRAILER - DAY

     Clay towels off, glances at the morning paper.  He moves
     aside a pile of paperbacks on a card table until he finds a
     calendar.  His finger targets today's first appointment.
     "10 A.M. - 788 Amalfi Drive."

     EXT. TRAILER PARK - DAY

     Clay steps out of the trailer, clean-shaven and dressed in
     dungarees, a T-shirt with a fresh pack of cigarettes flipped
     into one sleeve.  He weight-lifts a secondhand mower onto
     the bed of his rusty pick-up.

     Clay climbs into the truck, slides the key into the
     ignition.  It takes a few tries but the engine finally turns
     over.

     EXT. PACIFIC COAST HIGHWAY - DAY

     Clay's truck sails down the road, "Hound Dog" blaring on the
     radio.  MAIN TITLES END.

     EXT. COLONIAL-STYLE HOUSE - DAY

     Sprinklers twirl on a grassy slope outside a rambling
     clapboard house.  Below, a swimming pool forms a perfect
     rectangle of still water.  A title reads: SANTA MONICA
     CANYON.  1957.

     The pick-up drives past.  Clay parks in the back, hops out.

     ANGLE - HOUSE

     A SHADOWY FIGURE stands at a window, watching Clay unload
     his red power mower.

     INT. HOUSE - LIVING ROOM - DAY

     The shadow is a man with dove white hair, wearing a dress
     shirt and seersucker jacket.  This is JAMES WHALE, age 67.

                                     DAVID
                    I'd have more peace of mind if the
                    live-in nurse were still here.

                                     HANNA
                    She was nothing but bother.  I not
                    like her, Mr. Jimmy not like her.
                    We do better if you live-in again,
                    Mr. David.

     In the dining room, visible through open double doors, DAVID
     LEWIS, 55, speaks softly with the housekeeper, HANNA.  She
     is a squat, muffin-faced Hungarian woman in her late 50s,
     dressed in black, her hair cinched in a tight bun.  She
     speaks with a thick accent.

                                     DAVID
                    You'll contact me if there's an
                    emergency?

                                     HANNA
                    Yes, I call you at this number.
                         (calls out)
                    Mr. Jimmy?  More coffee?

                                     WHALE
                    What?  Oh yes.  Why not?

     He moves into the dining room, sits opposite David.

                                     WHALE
                    Isn't Hanna a peach?

     Hanna ignores him, returns to the kitchen.

                                     DAVID
                    She tells me you haven't been
                    sleeping well.

                                     WHALE
                    It's the ridiculous pills they
                    prescribe.  If I take them, I spend
                    the next day stupid as a stone.
                    If I don't, my mind seems to go off
                    in a hundred directions at once --

                                     DAVID
                    Then take the pills.

                                     WHALE
                    I wanted to be alert for your visit
                    today.  Especially since I saw so
                    little of you in the hospital.

     The remark hits its target.

                                     DAVID
                    I'm sorry, Jimmy.  But with this
                    movie and two difficult stars --

                                     WHALE
                    "The fault, dear David, is not in
                    ourselves but in our stars."

                                     DAVID
                         (too anxious to laugh)
                    You remember how a production eats
                    up one's life.

                                     WHALE
                    Oh, David.  There's no pleasure in
                    making you feel guilty.
                         (stands)
                    You better go, my boy.  You'll be
                    late for that aeroplane.

     David extends his hand, but Whale draws him into a hug.  As
     he starts out, David points to a framed painting.

                                     DAVID
                    By the way, I like the Renoir.

                                     WHALE
                    Thank you.

                                     DAVID
                         (calls out)
                    Goodbye, Hanna.

     Hanna runs out of the kitchen to escort David to the door.
     Whale drifts back to the window, watches as Clay revs up the
     lawnmower, creating a cloud of white smoke.  We CUT TO:

     EXT. STREETS OF DUDLEY - DAY (1900)

     A bean-pole child with flaming red hair (WHALE at age 12)
     stares up at the coal smoke pouring from a seemingly endless
     row of chimneys.  We're in Dudley, a factory town in the
     English Midlands region known as the Black Country.

                                     SARAH WHALE (O.S.)
                    Stop lagging behind, Jimmy.  We'll
                    be late for church.

                                     YOUNG WHALE
                    Yes, Mum.

     Whale runs to catch up to his six brothers and sisters.  His
     father, WILLIAM WHALE, frowns at the boy's prissy trot.

                                     WILLIAM WHALE
                    Straighten up, son.

     Young Whale's movements thicken into a dim imitation of
     manly reserve.  The Whale family marches up a steeply
     mounting street to Dixon's Green Methodist Church.

     INT. WHALE'S HOUSE - LIVING ROOM - DAY

     Whale's eyes tighten.  He focuses on Clay Boone as he peels
     off his T-shirt, revealing a tattoo on his upper right
     forearm.

                                     WHALE
                    Hanna?  Who's the new yardman?

                                     HANNA
                    Bone?  Boom?  Something Bee.  I
                    hire him while you were in the
                    hospital.  He came cheap.

     Whale nods, chooses a walking stick.  He emerges into the
     sunlight.

     EXT. WHALE'S HOUSE - DAY

     Whale moves jauntily onto the front lawn, singing to
     himself:

                                     WHALE
                    The bells of hell go ting-a-ling
                    For you but not for me.
                    Oh death where is thy sting-a-ling?
                    Grave where thy victory?

     Whale steps up next to Clay.

                                     WHALE
                    Good morning.

                                     CLAY
                         (not looking up)
                    Mornin'.

                                     WHALE
                    My name is Whale.  This is my
                    house.

                                     CLAY
                    Nice place.

                                     WHALE
                    And your name is --?

                                     CLAY
                    Boone.  Clayton Boone.

                                     WHALE
                    I couldn't help but notice your
                    tattoo.  That phrase?  Death Before
                    Dishonor.  What does it mean?

                                     CLAY
                    Just that I was in the Marines.

                                     WHALE
                    The Marines.  Good for you.  You
                    must have served in Korea.

     Clay shrugs nonchalantly.

                                     WHALE
                    Getting to be a warm day.  A
                    scorcher, as you Yanks call it.

                                     CLAY
                    Yeah.  I better get on with my
                    work.

     Whale clears his throat behind the back of his hand.

                                     WHALE
                    When you're through, Mr. Boone,
                    feel free to make use of the pool.
                    We're quite informal here.  You
                    don't have to worry about a suit.

     Clay glances warily at Whale.

                                     CLAY
                    No thanks.  I got another job to
                    get to this afternoon.

     Whale holds Clay's look.

                                     WHALE
                    Some other time, perhaps?  Keep up
                    the fine work.

     Whale heads off, smiling to himself.  Pleased to be naughty
     again.

     INT. WHALE'S HOUSE - STUDIO - DAY

     The room is filled with unframed canvasses, many of them
     copies of paintings by the Old Masters.

     Whale rolls out the easel, lifts a half-painted canvas into
     position.  He stares at the blotches of color, trying to
     remember what he intended to paint.

     Whale pulls out a heavy volume on Rembrandt, opens to a
     black-and-white plate of "The Polish Rider."  We CUT TO:

     INT. WHALE HOUSE - DUDLEY - NIGHT (1908)

     A rough pencil outline of the same painting.  Whale, age 16,
     sits on his bed, ignoring the roughhousing of the three
     younger BROTHERS who share the room.  The door opens and
     Whale's mother SARAH enters.

                                     SARAH WHALE
                    Jimmy.  The privy needs cleaning.

                                     WHALE
                    I have my class tonight.

     Both have Midlands accents, like head colds that flatten
     their speech.  Whale holds up the sketch to show his mother.

                                     SARAH WHALE
                    Don't get above yarself, Jimmy.
                    Leave the drawring to the artists.

     Whale squeezes the pad behind the bed, jumps up.

                                     WHALE
                    Quite so, mum.  To the privy.

     And he heads cheerfully out of the room.  His mother shakes
     her head.

                                     SARAH WHALE
                    "Quite so."
                         (calls out)
                    Jimmy Whale.  Who are ya to put on
                    airs?

     But Whale is already out the door.  We CUT TO:

     INT. WHALE'S HOUSE - BEDROOM - DAY

     Whale studies his face in the mirror.  He gives his white
     hair a few final licks with his silver-backed brush.

     INT. WHALE'S HOUSE - KITCHEN - DAY

     Whale comes in from the bedroom.

                                     WHALE
                    There is iced tea, Hanna?  Cucumber
                    sandwiches?

                                     HANNA
                    Yes, Mr. Jimmy.
                         (smiles)
                    An interview.  After so many years.
                    Very exciting.

                                     WHALE
                    Don't be daft.  It's just a student
                    from the university.

     The doorbell rings.

     INT. WHALE'S HOUSE - LIVING ROOM - DAY

     Whale settles into his club chair and opens a book,
     pretending to read until Hanna ushers in the visitor.

                                     HANNA
                    Mr. Kay, sir.

                                     WHALE
                         (feigning surprise)
                    Yes?

     Whale looks up at EDMUND KAY, 22, a slim boy who rests his
     weight on one slouched hip, his arms twined behind him.
     There is a look of mild disappointment on Whale's face as he
     realizes that Kay is a baby poof.

                                     WHALE
                    Ah, Mr. Kay.  I'd almost forgotten.
                    My guest for tea.

     Whale stands and holds out his hand.

                                     KAY
                    Mr. Whale, this is such an honor.
                    You're one of my favorite all-time
                    directors.  I can't believe I'm
                    meeting you.

                                     WHALE
                         (gently, teasing)
                    No.  I expect you can't.

                                     KAY
                    And this is your house.  Wow.  The
                    house of Frankenstein.
                         (looks around)
                    I thought you'd live in a spooky
                    old mansion or villa.

                                     WHALE
                    One likes to live simply.

                                     KAY
                    I know.  People's movies aren't
                    their lives.

     He suddenly growls out an imitation of Boris Karloff.

                                     KAY
                    Love dead.  Hate living.

     Kay laughs, a high, girlish giggle.  Whale fights a cringe
     with a polite smile.

                                     KAY
                    That's my favorite line in my
                    favorite movie of yours.  "Bride of
                    Frankenstein."

                                     WHALE
                    Is it now?  Hanna?  I think we'll
                    take our tea down by the swimming
                    pool.

     It's clear from Hanna's frown that she doesn't approve of
     the idea.  Whale ignores her, turns back to Kay.

                                     WHALE
                    Will that be good for you, Mr. Kay?

                                     KAY
                    Sure.

                                     WHALE
                         (opens the back door)
                    After you then.

     Whale inspects the boy from behind, noticing his wide hips
     and plumpish posterior.

     EXT. WHALE'S HOUSE - BACKYARD - DAY

     Kay's hands flap animatedly as Whale leads him down to the
     pool.

                                     KAY
                    I love the great horror films.  And
                    yours are the best.  "The Old Dark
                    House."  "The Invisible Man."  They
                    look great and have style.  And
                    funny!

     Whale points to a small shingled house near the pool.

                                     WHALE
                    This is the studio where I paint.

                                     KAY
                    Nice.
                         (refusing to be
                          sidetracked)
                    And your lighting and camera
                    angles.  You're got to go back to
                    German silent movies to find
                    anything like it.

     EXT. WHALE'S HOUSE - UPPER PATIO - DAY

     Clay Boone gulps some water from the garden hose.  He
     glances down at the pool, where Kay and Whale sit in
     cast-iron chairs.

                                     HANNA
                    Time for you to leave.

     Clay turns to Hanna, who holds a tray loaded with finger
     sandwiches and a pitcher of iced tea.

                                     CLAY
                    I'm on my way.

     She doesn't move until Clay starts off.

     EXT. WHALE'S HOUSE - POOLSIDE - DAY

     Kay flips open his steno pad.

                                     WHALE
                    So, Mr. Kay?  What do you want to
                    know?

                                     KAY
                    Everything.  Start at the
                    beginning.

                                     WHALE
                    I was born outside London, the only
                    son of a minister who was a master
                    at Harrow.  Grandfather was a
                    bishop.  Church of...Church of
                    Eng...

     Whale's tongue trips on the word, his voice suddenly drowned
     out by the blast of a factory whistle.  We CUT TO:

     INT. FACTORY SHOP FLOOR - DUDLEY - DAY (1908)

     Fiery melt is poured into molds on the shop floor of a
     machine parts factory.  WHALE, 16, grips the hot casting
     with tongs.  His father WILLIAM, his face blackened with
     grime, hammers away at the flaws.  A heavy blow causes young
     Whale to drop the mold, prompting catcalls and sneers on the
     floor.  There is a look of genuine fear in Whale's eyes as
     he looks up at his singed, beast-like father.  We CUT TO:

     EXT. WHALE'S HOUSE - BACKYARD - DAY

     Kay clears his throat softly.

                                     KAY
                    Mr. Whale?

     Whale smiles politely to cover his momentary disorientation.

                                     WHALE
                    Yes?

                                     KAY
                    Your father was a schoolmaster?

                                     WHALE
                    Of course.  I attended Eton -- it
                    wouldn't do for a master's son to
                    attend where his father taught.  I
                    was to go up to Oxford but the war
                    broke out and I never made it.  The
                    Great War, you know.  You had a
                    Good War, but we had a great one.

     He glances to see if the boy smiles at the quip.

                                     WHALE
                    You can't imagine what life was
                    like after the Armistice.  The
                    twenties in London were one long
                    bank holiday, a break from
                    everything dour and respectable.  I
                    had a knack with pencil and paper,
                    so I was hired to design sets for
                    stage productions.

     Hanna comes down the path with the tray.  She places it on
     the table.

                                     WHALE
                    Thank you, Hanna.  Very nice.

     Hanna remains planted next to the table.

                                     WHALE
                    You can go now.

     She makes an audible sigh and starts back up the hill.

                                     WHALE
                    There was one play in particular, a
                    beautiful, grim study of war called
                    "Journey's End".  Every experienced
                    director turned it down, so I
                    offered myself, bullying and
                    begging for the job.  "Journey's
                    End" made the careers of everyone
                    associated with it.  It was only a
                    matter of time until Hollywood
                    beckoned.

                                     KAY
                    How much longer before we get to
                    "Frankenstein"?

                                     WHALE
                    Am I correct in assuming, Mr. Kay,
                    that it's not me you're interested
                    in, only my horror pictures?

                                     KAY
                    Oh no, I want to hear everything.
                    You made twenty pictures in all --

                                     WHALE
                    Twenty-one.  The romantic comedies
                    and dramas were much more to my
                    liking.  The horror pictures were
                    trifles.  Grand guignol for the
                    masses.

                                     KAY
                    But it's the horror movies you'll
                    be remembered for.

     An abrupt look of anger flashes across Whale's face.

                                     WHALE
                    I am not dead yet, Mr. Kay.

                                     KAY
                    No.  I never said you were.  Or
                    will be soon.

     Kay leans over the steno pad, determined to be more worthy.

                                     KAY
                    So.  "Journey's End" brought you to
                    Hollywood --

     Whale takes in the boy's blank, bored expression.  He sighs.

                                     WHALE
                    I have a proposal, Mr. Kay.  This
                    mode of questioning is getting old,
                    don't you think?

                                     KAY
                    I don't mind.

                                     WHALE
                    Let's make it more interesting.  I
                    will answer any question you ask.
                    But, for each answer, you must
                    remove one article of clothing.

     Kay's mouth pops open.

                                     KAY
                    That's funny, Mr. Whale.

                                     WHALE
                    It is, isn't it?  My life as a game
                    of strip poker.  Shall we play?

                                     KAY
                    You're serious.

                                     WHALE
                    Quite.

                                     KAY
                    Then the rumors are true?

                                     WHALE
                    What rumors might those be?

                                     KAY
                    That you were forced to retire
                    because, uh -- a sex scandal.

                                     WHALE
                    A homosexual scandal, you mean?
                    For me to answer a question of that
                    magnitude, you'll have to remove
                    both your shoes and your socks.

     Kay just sits there, squinting and grinning.

                                     KAY
                    You're a dirty old man.

     Whale tilts his head as if brushing off a compliment.  Kay
     kicks off his penny loafers, bends over to remove his socks.

                                     WHALE
                    You are kind to indulge your elders
                    in their vices.  As I indulge the
                    young in theirs.

     Two pale feet emerge.  Whale leans forward to examine them.
     He leans back again.

                                     WHALE
                    No.  There was no scandal.

     And he reaches into his coat for a cigar.  Whale's hand
     trembles as he slices a hole at the base, then lights the
     cigar with a wooden match, sucking and rotating until the
     tip is roundly lit.

                                     WHALE
                    My only other vice.  I suppose
                    you'd like a fuller answer to your
                    question.

     Kay nods.

                                     WHALE
                    It will cost you your sweater.

     Kay hesitates a moment, then sets his pen aside to pull the
     sweater over his head, revealing a sleeveless T-shirt.

                                     KAY
                    Too warm for a sweater, anyway.

                                     WHALE
                    You must understand how Hollywood
                    was twenty years ago.  Nobody cared
                    a tinker's cuss who slept with
                    whom, so long as you kept it out of
                    the papers.  Outside of Hollywood,
                    who knows who George Cukor is, much
                    less what he does with those boys
                    from the malt shops along Santa
                    Monica?

     Kay stares at him in disbelief.

                                     KAY
                    George Cukor?  Who made "A Star Is
                    Born"?  I never guessed.

                                     WHALE
                    Take off your vest and I'll tell
                    you a story.

     Kay plucks at his T-shirt, glancing toward the house.

                                     WHALE
                    Don't be shy.  There's time to stop
                    before you go too far.

                                     KAY
                    I guess.

     Kay peels off the shirt and tosses it on his shoes and
     sweater.

                                     WHALE
                    George is famous for his Saturday
                    dinner parties.  Great artists,
                    writers, society folk, all rubbing
                    elbows with Hollywood royalty.  But
                    how many of those oh-so-proper
                    people know about the Sunday
                    brunches that follow?  Gatherings
                    of trade eating leftovers, followed
                    by some strenuous fun and frolic in
                    the pool.
                         (flicks an ash)
                    If a goat like that can continue
                    about his business, my more
                    domestic arrangements could've
                    raised very few eyebrows.

     The revelation seems to have left Kay a little shaken.  he
     flips to a blank page.

                                     KAY
                    Can we talk about the horror movies
                    now?

                                     WHALE
                    Certainly, Mr. Kay.  Is there
                    anything in particular you want to
                    know?

                                     KAY
                    Will you tell me everything you
                    remember about making
                    "Frankenstein"?

     He glances down at his few remaining articles of clothing.

                                     KAY
                    Can that count as one question?

                                     WHALE
                    Of course.

                                     KAY
                    I can't believe I'm doing this.

     Kay stands to unbuckle his belt, glancing around the yard
     again.  He unzips and steps out of his sharply creased
     flannel legs.  His thighs are thin and pale.

                                     KAY
                    Just like going swimming, isn't it?

                                     WHALE
                    Maybe you'd like a swim when we're
                    through.  I never swim myself, so
                    the pool tends to go to waste.

                                     KAY
                    Okay.  "Frankenstein."  Tell me
                    everything.

                                     WHALE
                    Righto.  Let me see.

     Whale swallows a wince, trying to block the pain pushing
     against his skull.

                                     WHALE
                    Universal wanted me for another
                    story, and wanted me so baldly -- I
                    mean badly, not baldly.  I was
                    given the pick of stories being
                    developed, and I picked that one.

                                     KAY
                    Who came up with the Monster's
                    makeup and look?

                                     WHALE
                    My idea.  Muchly.  My sketches.
                    Big heavy brow.  Head flat on top
                    so they could take out the old
                    brain and put in the new, like
                    tinned beef.

                                     KAY
                    He's one of the great images of the
                    twentieth century.  As important as
                    the Mona Lisa.

                                     WHALE
                    You think so?  That's very kind --

     Whale clutches at the air, suddenly notices that his hand is
     empty.  He looks down and sees the cigar on the flagstones.

                                     KAY
                    Boris Karloff.  Where did you find
                    him?

     Whale bends down to retrieve his cigar -- and the change of
     gravity drives a spike through his skull.

                                     KAY
                    Karloff, Mr. Whale.  How did you
                    cast him?

     Whale turns toward the froggy voice.

                                     WHALE
                    Please.  Excuse me.  I must go
                    lie --

     He forces himself up with one hand.  Kay finally looks up,
     notices Whale's colorless lips and desperate eyes.

                                     KAY
                    Mr. Whale?  Are you all right?

                                     WHALE
                    I just need to -- lie down.
                    Studio.  Daybed in studio.

     Whale lurches from the table.  Kay jumps forward, catching
     him under an arm.

                                     KAY
                    Oh my God.  What's wrong, Mr.
                    Whale?  Is it your heart?

                                     WHALE
                    Head.  Not heart.

     He leans against Kay, who leads him toward the studio.

                                     WHALE
                    Forgive me.

     EXT. WHALE'S HOUSE - DAY

     Hanna runs down the path, clutching the front of her apron
     in two tight fists.

     INT. WHALE'S HOUSE - STUDIO - DAY

     Hanna swings open the screen door -- and grimaces when she
     sees Kay in his BVDs.  He is kneeling next to Whale, who is
     stretched out on the daybed.

                                     HANNA
                    Water.  Glasses at the sink.

     She goes to Whale, scooping different bottles from the
     pocket of her apron.

                                     HANNA
                    Which ones?  I bring them all.

                                     WHALE
                    Luminal.

     She empties a pill into her palm.  Whale places it into his
     mouth and takes the glass of Water Kay passes over Hanna's
     shoulder.  Whale swallows the pill, then glances up at Kay,
     feigning surprise.

                                     WHALE
                    Mr. Kay.  You're not dressed.

     Kay frantically crosses his arms over his chest and middle,
     turns to Hanna.

                                     KAY
                    I was going to take a swim.

                                     WHALE
                    I'm sorry I spoiled it for you.
                    You should probably go home.

                                     KAY
                    Right.

     Kay hurries outside to retrieve his clothes.  Hanna undoes
     Whale's bow tie.  She makes no attempt to be gentle.

                                     WHALE
                    You must think I'm terrible, Hanna.

                                     HANNA
                    I do not think you anything
                    anymore.  Just back from the
                    hospital and already you are
                    chasing after boys.

                                     WHALE
                    Oh shut up.  All we did was talk.
                    My attack had nothing to do with
                    him.

                                     HANNA
                    Perhaps we should get you uphill
                    before the pills knock you cold.

                                     WHALE
                    No.  Let me lie here.  Thank you.

     Hanna nods, moves to the door.  Whale closes his eyes,
     breathes deeply, trying to block the throbbing SOUND in his
     brain.  We CUT TO:

     INT. FACTORY SHOP FLOOR - DUDLEY - DAY (1908)

     The noise is deafening -- the clank of chains, the screech
     of wheels and the endless banging of hammers.  William Whale
     continues to knock away at the hot casting.  The rhythmic
     sound blends into the insistent knocking of:

     A FIST

     which smashes against sheet metal.

     INT. CLAY'S TRAILER - DAY

     Clay Boone's eyes dart open.

                                     DWIGHT (O.S.)
                    Boone!  You awake?  Eight o'clock.

                                     CLAY
                    Fuck off!

                                     DWIGHT (O.S.)
                    You told me to get you up, asshole.

     A baseball-capped head is visible through the louvered glass
     in the trailer's door.  DWIGHT JOAD, 30, Clay's neighbor,
     squints to see inside.

                                     CLAY
                    I'm up.  Thanks.

                                     DWIGHT
                    Hasta la vista, Boone.  And give
                    the jail bait a squeeze for me.

     Clay glances over, seems surprised to see a naked back
     facing him on the bare mattress.

                                     CLAY
                    Hey, um...Rose --

     The girl stirs, turns to face him.  She is 18 at most.

                                     DAISY
                    Daisy.

                                     CLAY
                    Huh?

                                     DAISY
                    My name is Daisy.

                                     CLAY
                    Time to go, Daisy.

     She presses her naked body against Clay's.

                                     DAISY
                    You know.  I could help you fix up
                    this place real nice.

     Clay takes a deep breath, trying to clear the gumminess from
     his brain.

                                     CLAY
                    Don't you have to be somewhere?
                    Like high school maybe.

                                     DAISY
                    I gave it up for Lent.

     Daisy smiles at her own joke.  Clay frowns.

                                     CLAY
                    Right.
                         (jumps up from the bed)
                    Time to hit the road, kid.

     INT. WHALE'S HOUSE - STUDIO - DAY

     Whale ponders the half-painted canvas, clearly distressed by
     his lack of progress.  The stillness is punctured by the
     sound of Clay's lawnmower being dragged up the brick steps.
     Whale smiles, puts down his brush.

     EXT. WHALE'S HOUSE - BACKYARD - DAY

     Clay stops, turns around, feeling someone's eyes watching
     him.

                                     WHALE (O.S.)
                         (singing)
                    The bells of hell go ting-a-ling...

     The mower slips out of Clay's hands momentarily.  he looks
     around, spots Whale inside the studio.

                                     WHALE
                    Everything alright, Mr. Boone?

                                     CLAY
                    Just got away from me.  Sorry to
                    disturb you.

     The screen door squeaks open, clatters shut.  A leather
     slipper and rubber-tipped cane appear.  Whale strolls into
     view, smiling.

                                     WHALE
                    I was just about to ask Hanna to
                    bring down iced tea.  I'd like it
                    very much if you'd join me.

                                     CLAY
                    I stink to high heaven right now.

                                     WHALE
                    The honest sweat of one's brow.  I
                    assure you I won't be offended.
                    Let me tell Hanna to bring tea for
                    two.

     Whale's cane trembles in his skeletal hand.  His frailty
     chips away at Clay's resolve.

                                     WHALE
                    Or would you prefer a beer?

                                     CLAY
                    No.  Iced tea's fine.

                                     WHALE
                    Splendid.

     Clay hoses the crumbs of grass off his arms.  He dries his
     hands and arms with his hat, then wads it up and stuffs it
     into his shirt to wipe out his armpits.

     INT. WHALE'S HOUSE - STUDIO - DAY

     Clay stands at the screen door.

                                     WHALE
                    Come in, Mr. Boone.

     Whale sits on a daybed, next to a pile of newspapers.  He
     gestures at a wooden armchair across from him.

                                     WHALE
                    My workshop, my studio.  Hardly
                    somewhere in which a sweaty workman
                    should feel out of place.

     Clay glances at the unframed canvases on the wall and
     stacked in the corners.

                                     CLAY
                    These are your paintings?

                                     WHALE
                    What?  Oh yes.

                                     CLAY
                    Excuse me, but -- are you famous?

                                     WHALE
                    You know what they say.  If you
                    have to ask --

                                     CLAY
                    I'm just a hick who cuts lawns.
                    But some of these look familiar.

                                     WHALE
                    They were familiar when I painted
                    them.  That one's copied from a
                    Dutch still life done almost three
                    hundred years ago.  And that's a
                    Rembrandt.

                                     CLAY
                    They're just copies then.  Gotcha.

                                     WHALE
                    But before I retired, you might say
                    I had a brief time in the sun.
                    Fame, as it were.  Tell me, do you
                    like motion pictures?

                                     CLAY
                    Sure, everybody does.  When I was a
                    kid I'd go with my sister twice a
                    week.  Why?  Were you an actor
                    or something?

                                     WHALE
                    In my youth, yes, but never in
                    Hollywood.  No, I was merely a
                    director here.

                                     CLAY
                    Yeah?  What were some of your
                    movies?

                                     WHALE
                    This and that.  The only ones you
                    maybe have heard of are the
                    "Frankenstein" pictures.

                                     CLAY
                    Really?

     Clay sits up, surprised, skeptical and impressed all at
     once.

                                     CLAY
                    "Frankenstein" and "Bride of" and
                    "Son of" and all the rest?

                                     WHALE
                    I made only the first two.  The
                    others were done by hacks.

                                     CLAY
                    Still.  You must be rich.  Making a
                    couple of famous movies like those.

                                     WHALE
                    Merely comfortable.  Here's Hanna
                    with our refreshments.  Can you get
                    the door?

     Clay jumps up to open the screen door.  Hanna walks past,
     refusing to look at him.  She sets the tray on a table very
     hard, ringing the glasses and silverware.

                                     HANNA
                    How are you feeling, Mr. Jimmy?
                    How is your mind today?

                                     WHALE
                    My mind's lovely.  And yours?

     Hanna flares her nostrils at him.

                                     HANNA
                    You remember what the doctor tells
                    us.

                                     WHALE
                    Yes, yes, yes.  I merely invited
                    Mr. Boone in for a glass of tea.
                    We'll have a brief chat and he'll
                    finish the yard.

                                     HANNA
                    I am not forgetting your last brief
                    chat.

                                     WHALE
                    Just go.  We can manage without
                    you.

     Hanna stares up at Clay.

                                     HANNA
                    He looks plenty big.  You won't
                    need my help if anything goes
                    flooey.

                                     WHALE
                    Go.

     She shakes her head and marches out the door.  Clay returns
     to his chair and sits down again.

                                     WHALE
                    When they stay in your employ too
                    long, servants begin to think
                    they're married to you.
                         (smiles at Clay)
                    Please, Mr. Boone.  Help yourself.

                                     CLAY
                    What did she mean by going flooey?

                                     WHALE
                    I returned recently from a stay in
                    hospital.

                                     CLAY
                    What was wrong?

                                     WHALE
                    Nothing serious.  A touch of
                    stroke.

     Clay nods, chugs his tea.  When he lowers the glass, he
     finds the old man watching him.

                                     WHALE
                    You must excuse me for staring, Mr.
                    Boone.  But you have a marvelous
                    head.

                                     CLAY
                    Huh?

                                     WHALE
                    To an artistic eye, you understand.
                    Have you ever modeled?

                                     CLAY
                    You mean, like posed for pictures?

                                     WHALE
                    Sat for an artist.  Been sketched.

                                     CLAY
                         (with a laugh)
                    What's to sketch?

                                     WHALE
                    You have the most architectural
                    skull.  And your nose.  Very
                    expressive.

                                     CLAY
                    Broke is more like it.

                                     WHALE
                    But expressively broken.  How did
                    it happen?

                                     CLAY
                    Football in college.

                                     WHALE
                    You went to university?

                                     CLAY
                    Just a year.  I dropped out to join
                    the Marines.

                                     WHALE
                    Yes.  You were a Marine.

     Whale's gaze deepens.  He laughs lightly.

                                     WHALE
                    I apologize for going on like this.
                    It's the Sunday painter in me.  Of
                    course I can understand your
                    refusal.  It's a great deal to ask
                    of someone.

                                     CLAY
                    You mean -- you really want to draw
                    me?

                                     WHALE
                    Indeed.  I'd pay for the privilege
                    of drawing your head.

                                     CLAY
                    But why?

                                     WHALE
                    Even an amateur artist needs a
                    subject to inspire him.

                                     CLAY
                    And it's just my head you want?
                    Nothing else?

                                     WHALE
                    What are you suggesting?  You'll
                    charge extra if I include a hand or
                    a bit of shoulder.

                                     CLAY
                    You don't want to draw pictures of
                    me in my birthday suit, right?

                                     WHALE
                    I have no interest in your body,
                    Mr. Boone.  I can assure you of
                    that.

     Clay takes a moment to size up Whale -- whose innocent,
     slightly befuddled smile makes him appear about as
     threatening as a box of cornflakes.

                                     CLAY
                    All right then.  Sure.  I could use
                    the extra dough.

                                     WHALE
                    Excellent.  We'll have a most
                    interesting time.

     Whale lifts his glass, takes a small sip of tea.

     EXT. WHALE'S HOUSE - DAY

     Clay fetches a pair of hedge clippers from his truck.  He
     can't help stopping by the side-view mirror to look at his
     face.

     INT. EXAMINATION ROOM - DAY

     Doctors and technicians flash lights into Whale's eyes...
     test his reflexes...inject him with radioactive isotope.
     Whale sits very still with his head behind a fluoroscope
     screen while two doctors murmur over the image.

     INT. DOCTOR'S OFFICE - DAY

     A pair of X rays are slapped wet on a light board.  Two
     skulls, one facing forward, the other in profile.  DR.
     PAYNE, a bland young neurologist, points to a smudge in the
     side-view X ray.

                                     DR. PAYNE
                    This is the area of infarction.  By
                    which we mean the portion of brain
                    affected by the stroke.

     The venetian blinds of the examining room are closed.  Whale
     sits calmly, flanneled legs crossed at the knees, gazing at
     his own skull.

                                     DR. PAYNE
                    You're a lucky man, Mr. Whale.
                    Whatever damage was done by your
                    stroke, it left your motor
                    abilities relatively unimpaired.

                                     WHALE
                    Yes, yes, Dr. Payne.  But from the
                    neck up?  What's my story there?

                                     DR. PAYNE
                    That's what I'm trying to explain.

     Payne turns off the light board and goes to the venetian
     blinds.  The room is instantly full of sun.

                                     DR. PAYNE
                    The central nervous system selects
                    items from a constant storm of
                    sensations.  Whatever was killed in
                    your stroke appears to have
                    short-circuited this mechanism.
                    Parts of your brain now seem to be
                    firing at random.

                                     WHALE
                    You're saying there's an electrical
                    storm in my head?

                                     DR. PAYNE
                    That's as good a way as any to
                    describe it.  I've seen far worse
                    cases.  You might even learn to
                    enjoy these walks down memory lane.

                                     WHALE
                    But the rest of it?  The killing
                    headaches.  The phantom smells.  My
                    inability to close my eyes without
                    thinking a hundred things at once.
                    It's all nothing more than bad
                    electricity?

                                     DR. PAYNE
                    In a manner of speaking.  I've
                    never encountered the olfactory
                    hallucinations, but I'm sure
                    they're related.

                                     WHALE
                    So what do I do?

                                     DR. PAYNE
                    Take the Luminal to sleep, or
                    whenever you feel an attack coming
                    on.

                                     WHALE
                    You seem to be saying that this
                    isn't just a case of resting until
                    I'm better.  That my condition will
                    continue to deteriorate until the
                    end of my life.

     The doctor responds with a sympathetic gaze.  Whale nods
     solemnly.

     INT. HALLWAY - DAY

     Whale makes his way toward the stairs.  He passes a
     stoop-shouldered ELDERLY WOMAN who leans on the arm of her
     middle-aged DAUGHTER.  Then an OLD MAN in a wheelchair, his
     eyes brimming with bewilderment and despair.

     INT. WHALE'S HOUSE - FOYER - DAY

     Hanna opens the door.  Clay wears dungarees and a white
     dress shirt.

                                     CLAY
                    Don't worry, you already paid me.
                    I'm here because --

                                     HANNA
                    The Master is waiting for you.

     She gestures him in, shuts the door.

     INT. WHALE'S HOUSE - KITCHEN - DAY

     Clay follows Hanna into the kitchen.

                                     HANNA
                    He's down in his studio.  Here.
                    Take this with you.

     She thrusts a TV tray toward him.  Two glasses, two bottles
     of beer, a bottle of Coke.

                                     CLAY
                    It's your job, lady, not mine.
                         (hands back the tray)
                    I'm here so he can draw my picture.

                                     HANNA
                    I'm keeping away.  What you are
                    doing is no business of mine.

                                     CLAY
                    What're you talking about?

                                     HANNA
                    What kind of man are you?  Are you
                    a good man?

                                     CLAY
                    Yeah, I'm a good man.  Something
                    make you think I'm not?

                                     HANNA
                    You will not hurt him?

                                     CLAY
                    Gimme a break.  I'm going to sit on
                    my ass while he draws pictures.  Is
                    that going to hurt him?

                                     HANNA
                    No.  No.
                         (closes her eyes)
                    I am sorry.  Forget everything I
                    say.  Here.  I will take the tray.

                                     CLAY
                    You do that.

     INT. WHALE'S HOUSE - STUDIO - DAY

     Clay opens the squeaking door and enters behind Hanna.
     Whale stands at a drafting table, sharpening a pencil.
     Hanna sets the tray down.

                                     WHALE
                    Very good, Hanna.  Now goodbye.

     She goes toward the door, wrinkling her forehead at Clay.
     The screen door bangs shut.

                                     WHALE
                    I'm sure you'd like something to
                    wet your whistle while I work.

     Whale opens a bottle of beer, pours it into a glass, hands
     it to Clay.  He gestures to a chair.

                                     WHALE
                    We'll go slowly today.  Since this
                    is your first time as a model.

     Clay sits.  He pulls a "TV Guide" out of his back pocket.

                                     CLAY
                    Did you see this?  They're showing
                    one of your movies tomorrow night.

                                     WHALE
                    You don't say?  Which picture?

                                     CLAY
                    "Bride of Frankenstein."

                                     WHALE
                    Hmmm.  I much prefer "Show Boat" or
                    "The Invisible Man."  Shall we
                    begin?

     Clay takes a swig of beer and sets the glass on the floor.

                                     CLAY
                    Ready when you are.

     Whale stares at Clay.

                                     WHALE
                    That shirt, Mr. Boone.

                                     CLAY
                    It's new.

                                     WHALE
                    I'm sorry.  It's too white, too
                    distracting.  Would it be asking
                    too much for you to take it off?

                                     CLAY
                    I'm not wearing an undershirt.

                                     WHALE
                    Pish posh, Mr. Boone.  I'm not your
                    Aunt Tilly.

                                     CLAY
                    But it's just my face you want to
                    draw.

                                     WHALE
                    Oh if it's going to make you
                    uncomfortable...
                         (sighs)
                    Perhaps we can find something else
                    for you to wear.

     He lifts a drop cloth off a footlocker, revealing a stack
     of "Physique" magazines.  Whale casually covers them with a
     newspaper.

                                     WHALE
                    We could wrap this like a toga
                    around your shoulders.  Would that
                    help you overcome your schoolgirl
                    shyness?

                                     CLAY
                    All right already.  I'll take it
                    off.  Kind of warm in here anyway.

     He unbuttons the shirt and pulls it off.

                                     WHALE
                    Yes.  Much better.
                         (steps forward)
                    Here.

     Clay adjusts his belt buckle as Whale hangs the shirt on a
     wall peg.  He moves back to the easel again.

                                     WHALE
                    I think we'll have you sit slightly
                    sideways, so you can rest one arm
                    on the back of the chair.  Yes.
                    Just so.

     The arm with the tattoo faces the easel.  Clay smirks.

                                     CLAY
                    Take a picture, it lasts longer.

                                     WHALE
                    That's exactly what I intend to do.

     A clatter of pencils in the easel's tray, followed by a
     moment of silence.  Finally, a low, whistly scratch.  Clay
     concentrates on keeping still, focusing on an open window.

                                     WHALE
                    You seem to have no idea how
                    handsome you are, Mr. Boone.  It
                    has to do with how snugly your face
                    fits your skull.

     Clay wipes a thin line of sweat from his waist.

                                     WHALE
                    Would you be more comfortable
                    barefoot?  Feel free to remove your
                    boots and socks.

                                     CLAY
                    No.  I'm fine.

                                     WHALE
                    It's a bit like being at the
                    doctor, isn't it?  You have to
                    remain perfectly still while I
                    examine and scrutinize you.

     Whale suddenly sniffs, as if smelling something.  He sniffs
     several times more but continues to draw.

                                     WHALE
                         (to himself)
                    Dripping?
                         (to Clay)
                    Do you ever eat dripping in this
                    country?  The fat from roasts and
                    such, congealed in jars.  Used like
                    butter on bread.

                                     CLAY
                    Sounds like something you feed the
                    dog.

                                     WHALE
                    It is.  Only the poorest families
                    ever ate it.  We kept ours in a
                    crockery jar.

                                     CLAY
                    Your family ate dripping?

                                     WHALE
                         (catching himself)
                    Of course not.  As I said, only
                    poor people --

     Whale stops.  He lets out a bitter laugh.

                                     WHALE
                    I'm sorry.  I've just realized how
                    terribly ironic it all is.

                                     CLAY
                    What?

                                     WHALE
                    I've spent most of my life
                    outrunning my past.  Now it's
                    flooding all over me.

     Clay stares out blankly.

                                     WHALE
                    There's something about the
                    openness of your face that makes me
                    want to speak the truth.  Yes, my
                    family ate dripping.  Beef dripping
                    and four to a bed, and a privy out
                    back in the alley.  Are you also
                    from the slums, Mr. Boone?

                                     CLAY
                    We weren't rich.  But we weren't
                    poor either.

                                     WHALE
                    No, you were middle class, like all
                    Americans.

                                     CLAY
                    I guess you'd say we lived on the
                    wrong side of the tracks.

                                     WHALE
                    In Dudley there were more sides of
                    the tracks than any American can
                    imagine.  Every Englishman knows
                    his place.  And if you forget,
                    there's always someone to remind
                    you.  My family had no doubts about
                    who they were.  But I was an
                    aberration in that household a
                    freak of nature.  I had imagination,
                    cleverness, joy.  Where did I get
                    that?  Certainly not from them.

     Whale's voice has changed, becoming more pinched and nasal.

                                     WHALE
                    They took me out of school when I
                    was fourteen and put me in a
                    factory.  They meant no harm.  They
                    were like a family of farmers
                    who've been given a giraffe, and
                    don't know what to do with the
                    creature except harness him to the
                    plow.

     Whale seems completely lost in the past by now.

                                     WHALE
                    Hatred was the only thing that kept
                    my soul alive in that soul-killing
                    place.  And among those men I hated
                    was my own poor, dumb father.  Who
                    put me in that hell to begin with.

     Whale peers out from behind the square of paper.  He pales
     when he sees his father William, his face covered with
     grime, glaring at him from across the room.  Whale retreats
     behind the pad, takes a breath.

                                     CLAY (O.S.)
                    Mr. Whale?

     Relief floods Whale's face.  He looks out, smiles at Clay.

                                     WHALE
                    You have to excuse me, Mr. Boone.
                    Since my stroke, I am often
                    overcome with nostalgia.

                                     CLAY
                    I don't mind.  I'm not crazy about
                    my old man either.

     Whale rubs a hand across his eyes and steps into the open.

                                     WHALE
                    Why don't we break for five
                    minutes?  You probably want to
                    stretch your legs.

     Whale pulls the cover sheet over the pad to hide what he's
     drawn so far.

                                     DWIGHT (V.O.)
                    So you just sat there while this
                    old limey banged his gums?

     INT. HARRY'S BEACHCOMBER - NIGHT

     The place is dead.  There's only Clay and Dwight sitting at
     the bar with the owner, HARRY, a balding hep cat with a
     scraggly tuft of beard.  And, in a booth, KID SAYLOR, a
     cocky 20-year-old, necking with a pony-tailed TEENAGER.

                                     CLAY
                    I liked it.  You learn stuff
                    listening to old-timers.

                                     DWIGHT
                         (to Harry)
                    You ever hear of this Whale fellow?

                                     HARRY
                    Can't say that I have.  Can't say
                    I've heard of a lot of people
                    though.

                                     CLAY
                    If you don't believe me, let's
                    watch this movie.  See if his
                    name's on it.  How about it, Harry?
                    Can I watch my damn movie?

                                     HARRY
                    I told you.  I don't turn on the TV
                    except for the fights.

     BETTY CARTWRIGHT appears behind the bar, lugging a bucket of
     ice from the storeroom.  She's an attractive woman in her
     early 30s, big-boned and almost as tall as Clay.

                                     BETTY
                    A spooky movie.  Just what this
                    place needs tonight.

                                     DWIGHT
                    Couldn't make it any deader, doll.
                    Set me up.

                                     BETTY
                    Sure.  Your friend want one?

     Clay reacts to the silent treatment with a tight smile.

                                     DWIGHT
                    Yeah, one for what's-his-name here.

     She sets down two bottles of Pabst without looking at Clay.

                                     CLAY
                    Thanks, doll.

                                     BETTY
                         (to Harry)
                    I say let loverboy watch his
                    movie.  And be grateful Boone's
                    not cutting Shirley Temple's lawn.

                                     CLAY
                    Why is everybody giving me crap
                    tonight?

                                     DWIGHT
                    Jesus, Boone.  You come in here
                    proud as a peacock because some old
                    coot wants to paint your picture.
                    We're just bringing you back to
                    earth.

                                     BETTY
                    Sounds screwy to me.  I can't
                    imagine a real artist wanting to
                    spend time looking at that kisser.

                                     CLAY
                    This kisser wasn't so bad you
                    couldn't lay under it a few times.

                                     DWIGHT
                    Ooooh.

     Betty glares at Clay, who realizes he's gone too far.

                                     BETTY
                    I bet this is just some fruit
                    pretending to be famous.  So he can
                    get in the big guy's pants.

                                     DWIGHT
                    Ooooh.

                                     CLAY
                    What makes you say that?

                                     BETTY
                    Just thinking out loud.

                                     CLAY
                    Yeah, well keep your filthy
                    thoughts to yourself.

                                     BETTY
                    All right, then.  He's interested
                    in you for your conversation.  We
                    know what a great talker you are.

                                     CLAY
                    Fuck you.

                                     BETTY
                    Not anymore you don't.  Doll.

                                     CLAY
                         (explodes)
                    We're watching the movie, Harry.
                    You got that!  We are watching my
                    fucking movie.

                                     HARRY
                    Calm down, Clay.  Just calm down.
                    We'll watch it.

                                     CLAY
                    Good.  Fine.

     Harry reaches up, turns on a battered Motorola.  On the tv,
     a voice announces: "Tonight, Boris Karloff in 'The Bride of
     Frankenstein.'"  The titles come on.  Ending with the phrase
     "Directed by", which floats over a white blob.  The blob
     jumps forward to form letters: "James Whale."

                                     CLAY
                    Right there.  What did I tell you?
                    James Whale.

     The movie starts.  The Monster being roasted alive in the
     flaming wreckage of a mill.

                                     BETTY
                    This looks corny.

                                     CLAY
                    Go wash glasses if you don't like
                    it.

     In a flooded crater under the mill, the Monster kills an old
     man.  He climbs up, flips the man's wife into the pit below.
     An owl blinks impassively.

                                     DWIGHT
                    Not bad.  Two down and it's just
                    started.

     Minnie, a hatchet-faced woman with fluttering ribbons, is
     now alone with the Monster.

     INT. WHALE'S HOUSE - LIVING ROOM - NIGHT

     Whale and Hanna are in bathrobes and slippers, and there is
     a glass of milk and a plate of cookies on Whale's TV tray.
     On the tv, Minnie (played by UNA O'CONNOR) squeaks and
     whimpers and screams.  Whale laughs.

                                     WHALE
                    Wonderful old Una.  Gobbling like
                    an old turkey hen.

     But Hanna isn't amused.  She unclenches her arms to close
     the bathrobe over her throat.

                                     HANNA
                    Oh, that monster.  How could you be
                    working with him?

                                     WHALE
                    Don't be silly, Hanna.  He's a very
                    proper actor.  And the dullest
                    fellow imaginable.

     Minnie flees in a bowlegged jig up the hill.  Whale smiles
     again.

     INT. HARRY'S BEACHCOMBER - NIGHT

     On the tv, Dr. Pretorius (played by Ernest Thesiger)
     delivers a toast with inimitably ripe enunciation: "To a
     new world of gods and monsters!"  Dwight and Harry and
     Betty all laugh.

                                     BETTY
                    These old movies are such a hoot.
                    They thought they were being scary,
                    but they're just funny.

                                     CLAY
                         (defensively)
                    Maybe it's supposed to be funny.

                                     BETTY
                    Funny is funny and scary is scary.
                    You don't mix them.

     Suddenly the tinny tv soundtrack is drowned out by the voice
     of Elvis Presley.  Kid Saylor bends over the jukebox,
     wagging his denim butt and tapping a high-top sneaker.

                                     CLAY
                    Hey!  Some of us are watching a
                    movie!

                                     SAYLOR
                    Go ahead.  Free country.

     Clay jumps from his stool.  Saylor sees him coming, steps
     aside.

                                     SAYLOR
                    You want me to turn it down?

     Clay slams the heel of his hand against Saylor's chest.  The
     boy staggers backward.  Clay grabs the corner of the jukebox
     and jerks it from the wall; the needle scratches across the
     song.  Saylor holds up both hands in a nervous surrender.

                                     SAYLOR
                    Hey, I didn't know.  It's your
                    favorite movie.  Sorry, okay?

     Clay returns to the bar and uprights the stool.  Saylor
     escorts his girl to the door.

                                     HARRY
                    You're like a dog with a bone over
                    this movie, Clay.

                                     CLAY
                    I just want to watch it, okay?

     On the tv, the blind man thanks God for sending him a
     friend.

     INT. WHALE'S HOUSE - LIVING ROOM - NIGHT

     Hanna's frown pops open.

                                     HANNA
                    He is not going to kill the old
                    man?

                                     WHALE
                    No, Hanna.  My heart isn't that
                    black.

     In a crypt, the Monster meets Dr. Pretorius, who is having a
     midnight snack on top of a closed coffin.  "Friend?" the
     monster asks.  "Yes, I hope so," answers Pretorius, without
     batting an eyelash.  He offers the Monster a drink, then
     adds: "Have a cigar.  They're my only weakness."

                                     WHALE
                    The cigars were my own brand.  So
                    that I could have the leftovers.

     On the tv, the Monster groans:  "Love dead.  Hate living."
     Whale's focus sharpens, prompted by the unexpected
     discussion of death.

     INT. HARRY'S BEACHCOMBER - NIGHT

     The Monster holds a skull in both hands and happily
     growls, "Wiiife."  Betty, shudders, for real this time.

                                     HARRY
                    Sick stuff.  Necrophilia.  I wonder
                    if they knew how sick they were.

                                     CLAY
                    The Monster's lonely and he wants a
                    friend, a girlfriend, somebody.
                    What sick about that?

     INT. WHALE'S HOUSE - LIVING ROOM - NIGHT

     Dr. Frankenstein and Pretorius make their final
     preparations.  Frankenstein inquires where the fresh heart
     came from.  "There are always accidental deaths occurring,"
     Pretorius replies.  "Always."  Once again, Whale responds to
     the talk of death.

     INT. HARRY'S BEACHCOMBER - NIGHT

     Finally, the Bride comes to life.  She looks up, down, left,
     right, uncertain who she is.  The Monster stares
     tenderly.  "Friend?"  He timidly touches her arm and she
     screams.

                                     BETTY
                    All right!  You don't want him.

     The Monster is heartbroken.  Nobody loves him, not even his
     Bride.

     INT. WHALE'S HOUSE - LIVING ROOM - NIGHT

     The Bride shrieks again.

                                     HANNA
                    She is horrible.

                                     WHALE
                    She is beautiful.

     The Monster's pain turns to anger.  He tears through the
     lab, orders Frankenstein to escape with his wife.  But he
     wants Pretorius and the Bride to stay.  "We belong dead."
     Whale reacts sharply to the line.

     The Monster blows up the laboratory and the movie ends.
     Hanna shivers as she stands.

                                     HANNA
                    Ugh.  I am sorry, Mr. Jimmy, but
                    your movie is not my teacup.
                    Still, I am glad there is a happy
                    ending.  The bad people are dead
                    and the good people live.

     She hits the button on the Magnavox with the flat of her
     palm.

     INT. HARRY'S BEACHCOMBER - NIGHT

     Betty turns off the Motorola.

                                     BETTY
                    Weird movie.  Weird, weird, weird.

     Harry stands up and stretches.  Clay remains seated.

                                     CLAY
                    So what did you think?

                                     BETTY
                    Weird.

                                     DWIGHT
                    I loved it.  I want a switch like
                    that in my trailer, so I can blow
                    us to kingdom come when things
                    don't go my way.

     He wobbles when he climbs off his stool.

                                     DWIGHT
                    Damn but it's getting drunk in
                    here.  Late too.  The bride of
                    Dwight is going to bite my head
                    off.

     He tilts toward the door.

                                     DWIGHT
                    You coming, Boone?

                                     CLAY
                    I think I'll hang around.

                                     HARRY
                    Go home, Clay.  We're closing up.

                                     CLAY
                    I thought I'd give you a hand since
                    I kept you open.

     He waits to see how Betty reacts.  She shrugs.  Harry takes
     his book and cash drawer to the back door.

                                     HARRY
                    I'm next door if you need me.

     He gives Clay one last look and goes out to the breezeway
     and his apartment.

                                     CLAY
                    You know what?  I think you guys
                    are all jealous.

                                     BETTY
                         (laughs)
                    What's to be jealous of?

                                     CLAY
                    I've gotten to know someone who's
                    famous.

                                     BETTY
                    Not so famous any of us have ever
                    heard of him.

                                     CLAY
                    If he were that famous, he probably
                    wouldn't give me the time of day.
                    This way, he's like my famous
                    person.
                         (laughs at himself)
                    Yeah, my own personal famous
                    person.  Who treats me like I'm
                    somebody worth talking to.

     Clay leans down to plug in the jukebox.

                                     CLAY
                    You want to go for a swim?

     She snaps her mouth open and imitates the Bride's
     furious cat hiss.

                                     CLAY
                    What's that mean?

                                     BETTY
                    It means it's too cold to go
                    swimming.  And I don't mean the
                    water.

                                     CLAY
                    I wasn't going to try anything.

                                     BETTY
                    Yeah, and I'm never going to smoke
                    another cigarette.

     He patiently waits by the door while Betty turns out the
     lights.  She walks briskly through the glow of the jukebox,
     waving Clay outside with her hand.

     EXT. HARRY'S BEACHCOMBER - NIGHT

     Betty pulls the door shut and bends over to lock it.  Clay
     catches a glimpse of skin in the side slit of her shirttail.

                                     CLAY
                    Let's go for a walk at least.  Walk
                    and talk.  I really feel like
                    talking tonight.

     Betty's eyes blink in mock surprise.

                                     CLAY
                    This old guy -- he's the kind of
                    person I expected to meet when I
                    moved out here.  Someone who's done
                    things with his life.

                                     BETTY
                    Do you realize you're more
                    interested in this old goober than
                    you ever were in me?

                                     CLAY
                    It's different.  He's a man.  And
                    by the way you have no business
                    calling him a homo.

                                     BETTY
                    It never crossed your mind?

                                     CLAY
                    He's an artist.  Anyway, he's too
                    old to think about sex.

                                     BETTY
                    All the old men I know think about
                    nothing but sex.

     She opens the door of her Chevy.  Clay grabs it with both
     hands to keep her from getting in.

                                     CLAY
                    C'mon.  What's eating you tonight?

     Betty hesitates, then looks him sharply in the eye.

                                     BETTY
                    You picked up that girl right in
                    front of me.

                                     CLAY
                    Hey, no strings, right?  That's
                    what you always said.  Just good
                    pals who have the hots for each
                    other.

                                     BETTY
                    It still hurt.  A lot.

                                     CLAY
                    I didn't mean to...

                                     BETTY
                    No, I'm actually kind of glad it
                    happened.  It made me wonder what
                    the hell I was doing with my life.
                    Letting you pull me into bed
                    whenever the spirit moved you.

                                     CLAY
                    You liked it too.

                                     BETTY
                    Sure.  I loved it.

                                     CLAY
                    If you enjoy it, you should do it.

                                     BETTY
                    You know, I just can't do that
                    anymore.  I still have time to get
                    things right.  Get married again --

                                     CLAY
                    You mean us?

     Betty bursts out laughing.

                                     BETTY
                    The look on your face!  You're not
                    marriage material.  You're not even
                    boyfriend material.  You're a kid.
                    A big, fun, slightly irresponsible
                    kid.

                                     CLAY
                    I'm not a kid.

                                     BETTY
                    What are you then?  What will you
                    be ten years from now?  Still
                    cutting lawns?  Still banging horny
                    divorcees in your trailer?

     Clay glares at her, his jaw working forward in anger.

                                     CLAY
                    I like my life.  I'm a free man.

                                     BETTY
                    Sure you're free, for now at least.
                    But how long before you're just
                    alone?  Pathetic and alone.

     Clay's anger jumps from his jaw into his shoulders and arms.
     He grabs the door handle.

                                     CLAY
                    So you don't want to fuck.  That's
                    what you're telling me?

                                     BETTY
                    Is that all this conversation means
                    to you?  Am I going to put out or
                    not?

                                     CLAY
                    Damn straight.  I'm sick of playing
                    games.

     Betty quickly gets into the car.  before she can pull the
     door shut, Clay slams it on her, hard.  Her hands leap in
     front of her face, as if he'd hit her.  The look of fear in
     her eyes startles Clay out of his rage.

                                     CLAY
                    Betty, look.  This is coming out
                    all wrong --

     She frantically turns the key in the ignition and the Chevy
     pulls out.

                                     BETTY
                    From here on out, Boone, you're
                    just another tired old face on the
                    other side of the bar.

     The car screeches away.  Clay stumbles across the highway.

     EXT. TRAILER PARK - NIGHT

     Clay comes to the dump at the end of the canyon.  He climbs
     into it, kicking at loose cans.

                                     CLAY
                    It's all shit!  Shit on by women!
                    Shit on by the Marines.  Shit on by
                    the world!  Fuck!

     He shouts the word at the cliff, for the raw, sudden
     violence of shouting.

                                     CLAY
                    Fuuuck!

     A dog in the carport starts to bark.  The sound of Clay's
     pain echoes off the canyon as we CUT TO:

     INT. WHALE'S HOUSE - BEDROOM - NIGHT

     Whale is sitting up n bed when Hanna knocks.  She enters
     with a tray loaded with bottles and vials.

                                     HANNA
                    You will take them all, Mr. Jimmy?

                                     WHALE
                    I'll be fine, Hanna.  Thank you.

                                     HANNA
                    Good night.

     Whale takes the pills, one by one, until he comes to the
     bottle of Luminal.  He opens the pheno bottle to shake out a
     capsule and a dozen spill into his palm.  He stares at them.

     INT. WHALE'S HOUSE - BEDROOM - DAY

     Hanna opens the door, gasps when she sees Whale lying
     motionless on the bed.  She spots the empty bottle of
     Luminal.

                                     HANNA
                    Oh no, Mr. Jimmy.

     Hanna kneels next to the body.  She makes a Sign on the
     Cross, launches into a frantic "Hail Mary."  We CUT TO:

     INT. WHALE'S HOUSE - BEDROOM - NIGHT

     Whale snorts at the imagined scene.  One by one, he returns
     the capsules to their bottle, until a single pill remains.
     He places it on the table, then turns out the lamp and lies
     on his back in the dark, waiting for sleep.

     The distant sound of laughter invades the darkness.  Whale
     sits up, straining to identify the voices.  The bedroom wall
     opposite him melts away, revealing:

     INT. SPECIAL MAKEUP TRAILER - UNIVERSAL STUDIOS - DAY (1935)

     ELSA LANCHESTER and BORIS KARLOFF sit side by side in
     dentist chairs, cloths around their necks, heads tilted
     back.  JACK PIERCE, the makeup artist, is patting the hair
     drawn over a cage on Elsa's head.  He looks up, sees Whale,
     and breaks into a conspiratorial grin.  Elsa's eyes are
     closed; she hasn't heard whale enter.

                                     ELSA LANCHESTER
                    You done yet, love?  I am
                    absolutely dying for a fag.

     Whale tiptoes in for a better look.  Karloff has a
     mouthpiece to help him breathe while the assistant adds
     another coat of green sizing to the still incomplete
     makeup.

                                     BORIS KARLOFF
                         (gurgles)
                    Goo' 'orning, 'ames.

                                     WHALE
                    Good morning.  And a very good
                    morning to you.

     Elsa's eyes snap open.  There are no mirrors on the walls.

                                     ELSA LANCHESTER
                    Uh-oh.  The way you look at me,
                    James.  What have you done this
                    time?

                                     WHALE
                    Bring a mirror.  Let the Bride
                    feast upon her visage.

                                     ELSA LANCHESTER
                    Boris?  Do I look a fright?

     Karloff shrugs, irked that she's getting all the attention.
     Jack Pierce lifts a large mirror.

                                     JACK
                         (nasal New Yorkese)
                    Behold, the Bride of Frankenstein.

     Elsa stares at the beautiful corpse in the mirror.  She
     snaps her head left, right, up, down, startled by the sight
     of herself, electrocuted into frightened, spastic jerks.

                                     ELSA LANCHESTER
                    Oh, James.

     As Whale observes his star we see her spasms through his
     eyes -- as a series of dissonant, line-jumping close-ups.

                                     ELSA LANCHESTER
                    And you said there'd be some of me
                    left.  Nobody's going to know me in
                    this getup.

                                     WHALE
                    Nonsense, my dear.  You look
                    extraordinary.
                         (to an assistant)
                    Today's script.  Quick.  And a
                    pencil.

     Whale scans the page of shooting script, the margin marked
     in pencil: CU, MS, MLS.  Whale pencils in a bracket and
     scribbles: CU a,b,c,d---MOS.

                                     WHALE
                    Jack, I want to get on this right
                    away.  Sorry, Boris, we won't get
                    to you until this afternoon.

                                     BORIS KARLOFF
                    I 'ish you 'old 'e 'ooner.

     The assistant removes his mouthpiece.

                                     BORIS KARLOFF
                    I could have spent the morning
                    tending to my roses.

     INT. SOUNDSTAGE - DAY

     The interior of Stage C is completely filled by the
     laboratory set.  Electricians adjust the lights on the
     wooden tower beside the Bride's table.  COLIN CLIVE (Dr.
     Frankenstein) and ERNEST THESIGER (Dr. Pretorius) sit off to
     the side, in full makeup and costume.  Clive mumbles
     earnestly over his script.  Thesiger pinches his face over
     the needle he dips in and out of an embroidery ring.

     Whale comes on the set with Elsa on his arm.  She walks
     regally beside him, the train of her long white robe thrown
     over one arm.  There's a wolf whistle from overhead, and
     applause, causing Elsa to curtsy to her admirers.  Thesiger
     takes her hand, leans back to study her.

                                     ERNEST THESIGER
                    My God.  Is the audience to presume
                    that Colin and I have done her
                    hair?  I thought we were mad
                    scientists, not hairdressers.

                                     ELSA LANCHESTER
                    Only a mad scientist could do this
                    to a woman.

                                     ERNEST THESIGER
                    Oh no, my dear.  You look
                    absolutely amazing.  There's no way
                    I can compete with you.  The scene
                    is yours.

                                     ELSA LANCHESTER
                    In the sequel, James, two lady
                    scientists should make a monster.
                    And our monster would be Gary
                    Cooper.

                                     ERNEST THESIGER
                    I would've thought Mr. Leslie
                    Howard would be more your line.

                                     ELSA LANCHESTER
                    More your line.

                                     ERNEST THESIGER
                    My line nowadays runs to Rin Tin
                    Tin.  Dogs are so much more
                    dependable than men.

                                     WHALE
                    Colin?  Please.  It's time.
                         (softly, to Thesiger)
                    How is he today?

                                     ERNEST THESIGER
                    Stiff as a board.
                         (calls out)
                    Yes, Colin.  Come see what they've
                    done to our Elsa.

     Clive walks over, glumly.

                                     COLIN CLIVE
                    I'm not at my best today, Jimmy.
                    A touch of flu, you know.

     Whale sees through the excuse, rests an arm on Clive's
     shoulder.

                                     WHALE
                    Relax, my boy.  You could do this
                    scene in your sleep.

     Clive grits his teeth and nods.  Whale positions them in
     front of the upended table, Clive and Thesiger holding
     Elsa's robe out by the hems.  The shadow of the sound boom
     passes back and forth while they rehearse.

                                     ERNEST THESIGER
                    I gather we not only did her hair
                    but dressed her.  What a couple of
                    queens we are, Colin.

     Elsa giggles.  Clive looks distraught -- which brings some
     life to his stiffness.  Whale sees this, decides to tune it
     higher.

                                     WHALE
                    Yes, a couple of flaming queens.
                    And Pretorius is a little in love
                    with Dr. Frankenstein, you know.

     Clive's distress reads clearly now.  He is twitchy and
     alive.

                                     WHALE
                    Yes.  I think it's coming together.
                    Shall we have a go?

     He sits in the canvas director's chair, nods to the
     assistant director.

                                     ASSISTANT DIRECTOR
                    Quiet on the set!

     The warning bell rings.

                                     ASSISTANT DIRECTOR
                    Lights!

     The lights sizzle and blaze.

                                     ASSISTANT DIRECTOR
                    Sound!

                                     SOUND MAN
                    Okay for sound.

                                     ASSISTANT DIRECTOR
                    Camera!

     A young man with a clapboard steps in front of the camera.

                                     CAMERA ASSISTANT
                    Scene two-fifteen.  Take one.

                                     WHALE
                    Action.

     The Bride snaps her head in various directions.  Thesiger
     slopes back, fingers splayed, intoxicated by his creation:

                                     ERNEST THESIGER
                    The Bride of Frankenstein!

     Whale sits with his legs crossed, jogging his raised foot as
     if conducting the scene with his show.  Fully engaged,
     intensely alive.  We CUT TO:

     INT. WHALE'S HOUSE - BEDROOM - NIGHT

     Whale glances at the clock, sees that it is 3:15.  He is
     wide awake.  He reaches over, picks up the Luminal.

                                     WHALE
                    Luminal.  Illumine all.

     Whale reluctantly places the pill on his tongue and
     swallows.  He rests his head on the pillow and stares at the
     ceiling, where the reflection of the window sheers casts an
     ever-shifting pattern of light and dark.  We move down to
     reveal:

     INT. PRISON CELL - NIGHT (BLACK & WHITE)

     It's a cobblestone cell, a plaster set from "Bride of
     Frankenstein."  Whale sits in a massive chair, straining
     against thick iron chains, as a lightning storm rages
     outside.  In the distance, heavy footsteps, coming closer,
     until the cell door is filled with the silhouette of the
     Monster.  Whale hardly dares to breathe as the Monster rips
     off the door and enters the cell.

     The Monster steps into the light, allowing us to see his
     face for the first time.  It is Clay Boone, dressed in a
     Marine parade uniform.  He uses his hedge clippers to cut
     the chains from around Whale's chest.

                                     WHALE
                    Thank you.  Thank you so much.

     Clay leans down and takes Whale in his arms, cradling him
     like a child.  They move across the sound stage -- Clay
     carefully sidestepping the lights and cables on the floor --
     until they reach the next set:

     EXT. COUNTRYSIDE - NIGHT

     Clay carries Whale past a painted backdrop of a stormy
     English countryside.

     INT. FRANKENSTEIN'S LAB - NIGHT

     Whale lies on the Bride's table.  Clay pulls on a doctor's
     smock, picks up a scalpel from a table covered with various
     medical instruments.  he carves a thin circle around the top
     of Whale's forehead.  Then, with one deft movement, he pops
     off Whale's scalp and pulls out the brain.  It is
     soot-covered, charred, used up.

     Whale watches with detached fascination as Clay tosses it on
     the floor, then takes a throbbing, luminous mass from a
     tray.

     Clay inserts the new brain into Whale's skull, sutures the
     scalp back into place.  he fastens the conducting clamps
     around Whale's temples, then throws the heavy circuit
     breaker.  Lights throb with bursts of energy...loose sparks
     crackle...rotary sparks create snapping circles of fire...as
     the energy of the raging storm is harnessed into the
     machinery.

     Clay steps back to take in his handiwork.  A sudden look of
     panic fills Whale's face.

                                     WHALE
                    It isn't working.  The experiment
                    is a failure.

     Clay glances down at Whale, whose breathing is slowing.
     Realizing that the new brain hasn't taken:

                                     CLAY
                    Just go to sleep.

     A serenity suffuses Whale's features as he stares up at the
     pale flicker of lightning.  His breathing finally stops, his
     face a tranquil mask of death.  We CUT TO:

     INT. WHALE'S HOUSE - BEDROOM - DAY

     Whale wakes with a start.  He checks the clock, sees that
     it's past nine.  He presses an intercom button on the
     bedside table.

                                     WHALE
                    I'm up, Hanna.

     Whale sits up, drinks in the sunlight.  He notices some
     grass clippings and leaves scattered on the bedspread.

                                     WHALE
                    What in God's name --

     Whale turns and sees Clay lying next to him.  He gasps.

                                     CLAY
                         (angrily)
                    I told you to sleep.

     Clay's hands close around Whale's neck.  We CUT TO:

     INT. WHALE'S HOUSE - BEDROOM - DAY

     Whale opens his eyes groggily.  He scans the room in panic,
     clearly unable to get his bearings.

     Whale tries to stand but his legs give way beneath him.

     INT. WHALE'S HOUSE - BATHROOM - DAY (LATER)

     Whale and Hanna stare straight out as she reaches down and
     unbuttons the tiny buttons on his pajama fly.  Whale
     supports himself with one hand on Hanna's shoulder as he
     relieves himself with the other.

     INT. WHALE'S HOUSE - BEDROOM - DAY (LATER)

     Whale sits up in bed, staring dumbly at the morning paper.
     Hanna reaches in to take away the breakfast tray.

                                     WHALE
                    Does the yardman come today?

                                     HANNA
                    Of course.  This afternoon.

     A thin smile forms on Whale's face.

     EXT. WHALE'S HOUSE - DAY

     Clay prunes the roses on the front lawn.  Hanna appears,
     frowning.

                                     CLAY
                    Something I can do for you?

                                     HANNA
                    The Master wants to know if you are
                    free for lunch.  I tell him you
                    will be having other plans, but he
                    insists I ask.

                                     CLAY
                    Got a lawn this afternoon, but I'm
                    free until then.

                                     HANNA
                    Expect nothing fancy.

     Hanna goes inside.  Clay rolls the mower down the path.

     INT. WHALE'S HOUSE - KITCHEN - DAY

     Clay knocks on the bottom of the Dutch door as he lifts the
     latch and walks in.  He is wearing a fresh madras shirt.

                                     HANNA
                    The Master is dressing.  I am to
                    offer you a drink.  There is
                    whiskey and there is iced tea.

                                     CLAY
                    Tea is fine.

     He sits at the kitchen table.

                                     HANNA
                    No.  You are a guest now.  You go
                    in the living room.

                                     CLAY
                    That's okay, Hanna.  I'm more
                    comfortable in here.  It is Hanna,
                    isn't it?

     She eyes him suspiciously, shrugs, pours a glass of tea.
     Clay notices a Bible on the counter.

                                     CLAY
                    How long you worked for Mr. Whale?

                                     HANNA
                    Long enough.  Fifteen years.

                                     CLAY
                    I bet you've seen a lot of famous
                    people come and go?  Movie stars?

                                     HANNA
                    No.  We live simply, Mr. Jimmy and
                    I.  People come to play bridge.
                    And now and then, young men to
                    swim.  You have people, Boone?

                                     CLAY
                    You mean family?  All in Joplin,
                    Missouri.

                                     HANNA
                    Your wife?

                                     CLAY
                    I'm not married.

                                     HANNA
                    Why?

                                     CLAY
                    Oh, I don't know.  Because no girl
                    in her right mind will have me?

                                     HANNA
                    A man who is not married has
                    nothing.  He is a man of trouble.
                    You need a woman.

                                     CLAY
                    You proposing what I think you're
                    proposing?  Don't you think I'm a
                    little young for you?

     Hanna twists her head around with such an indignant look
     that Clay bursts out laughing.  She realizes that she is
     being teased.

                                     HANNA
                    Men.  Always pulling legs.
                    Everything is comedy.
                         (mimics an English
                          accent)
                    "How very amusing.  How marvelously
                    droll."

     Hanna stares at Clay until his smile fades.  She resumes her
     chopping in silence.

                                     CLAY
                    You ever been married, Hanna?

                                     HANNA
                    Of course.  I am married still.

                                     CLAY
                    Yeah?  What's your husband do?

                                     HANNA
                    He is dead now, twenty years.

                                     CLAY
                    Then you're as single as I am.

                                     HANNA
                    No.  I have children, grandchildren
                    too.  I visit when I can.  But now
                    that Mr. Jimmy cannot be left very
                    long, I do not get away much.
                         (sighs)
                    Poor Mr. Jimmy.  There is much good
                    in him, but he will suffer the
                    fires of hell.  Very sad.

                                     CLAY
                    You're sure of that?

                                     HANNA
                    This is what the priests tell me.
                    His sins of the flesh will keep him
                    from heaven.

                                     CLAY
                    Sins of the flesh?  Everybody has
                    those.

                                     HANNA
                    No.  His is the worse.
                         (worse)
                    The unspeakable.  The deed no man
                    can name without shame?

     She loses patience with Clay's blank look.

                                     HANNA
                    What is the good English?  All I
                    know is bugger.  He is a bugger.
                    Men who bugger each other.

                                     CLAY
                    A homo?

                                     HANNA
                    Yes!  You know?

     Clay slowly sits up.

                                     HANNA
                    That is why he must go to hell.  I
                    do not think it fair.  But God's
                    law is not for us to judge.

                                     CLAY
                    You're telling me Mr. Whale is a
                    homo.

                                     HANNA
                    You did not know?

                                     CLAY
                    Well...no, not really --

                                     HANNA
                    You and he are not doing things?

                                     CLAY
                    No!

                                     HANNA
                    Good.  That is what I hope.  I did
                    not think you a bugger too.  I fear
                    only that you might hurt him if he
                    tries.

                                     CLAY
                    I'm not going to hurt anyone.

                                     HANNA
                    Yes.  I trust you.

     Off in the distance, a throat loudly trumpets itself clear.

                                     HANNA
                    You must go in.  Quickly.  He will
                    not like to think I have had you in
                    the kitchen.

     Clay gets up slowly, reluctant to leave the room.

     INT. WHALE'S HOUSE - LIVING ROOM - DAY

     Whale comes forward as Clay enters, offering a hand at the
     end of a spindly wrist.

                                     WHALE
                    How are you, Mr. Boone?  So glad
                    you are free for lunch.

                                     CLAY
                    All right, I guess.

                                     WHALE
                    I assume you worked up an appetite
                    with your labor.

     A hesitant smile from Clay.  Whale picks a stack of mail off
     the table, rifles through envelopes.

                                     WHALE
                    Forgive my rudeness.  At my age,
                    the post is the cream of the day.

     He returns the stack to the table but holds on to a square
     envelope.

                                     WHALE
                    Do you mind?

                                     CLAY
                    Go ahead.

     Clay looks off while Whale opens the envelope.

                                     WHALE
                    Hmmm?  Princess Margaret?

     He is examining a folded card.  He rubs a thumb over the
     printed lettering.

                                     WHALE
                    Her Majesty's Loyal Subjects in the
                    Motion Picture Industry...
                    Cordially invited...Reception at
                    the home of...Mr. George Cukor!

     His lips smack open in disgust.

                                     WHALE
                    That pushy little -- horning in on
                    the Queen's sister, then offering
                    to share her with the whole damn
                    raj?  I live in this country to get
                    away from this rubbish!

     He tosses the invitation on the table.

                                     WHALE
                    Is this David's doing?

                                     CLAY
                    This David's a friend?

                                     WHALE
                    Yes.  An old, useless friend.  You
                    must excuse me, Mr. Boone.  This is
                    a world I finished with long ago.
                    I pay them no mind and expect them
                    to return the compliment.
                         (a deep breath)
                    Lunch should be ready.  Shall we?

     He holds out an open hand so that Clay can precede him into
     the dining room.

     INT. WHALE'S HOUSE - DINING ROOM - DAY

     Hanna sets down two steaming plates of omelettes.  Whale
     hands a glass of red wine to Clay.

                                     WHALE
                    Cheers.

     They both take a sip of wine.

                                     WHALE
                    Smells lovely, Hanna.

     Hanna nods, steals a glance at Clay as she leaves.

                                     CLAY
                    Saw your movie the other night.
                    Watched it with some friends.

                                     WHALE
                    Did you now?

                                     CLAY
                    I liked it.  We all did.

                                     WHALE
                    Did anyone laugh?

                                     CLAY
                         (covering)
                    No.

                                     WHALE
                    Pity.  People are so earnest
                    nowadays.

                                     CLAY
                    Why?  Was it supposed to be funny?

                                     WHALE
                    Of course.  I had to make it
                    interesting for myself, you see.  A
                    comedy about death.  The trick is
                    not to ruin it for anyone who isn't
                    in on the joke.
                         (a sip of wine)
                    But the Monster never receives any
                    of my gibes.  He is noble.  Noble
                    and misunderstood.

     Whale gazes pointedly at Clay, who eats with his elbows on
     the table, quickly bolting the hot omelette.

                                     WHALE
                    In Korea, Mr. Boone?

     Clay looks up.

                                     WHALE
                    Did you kill anyone?

                                     CLAY
                    I don't like to talk about that.

                                     WHALE
                    It's nothing to be ashamed of, in
                    the service of one's country.
                    That's something to be proud of.

                                     CLAY
                    Proud?  Any jerk with a gun can
                    kill someone.

                                     WHALE
                    Quite true.  Hand-to-hand combat is
                    the true test.  Did you ever slay
                    anyone hand-to-hand?

                                     CLAY
                         (defensive)
                    No.  I could have, though.

                                     WHALE
                    Yes, I believe you could.
                         (a sip of wine)
                    How free is your schedule this
                    afternoon?

                                     CLAY
                    Full up.  I got the hedges to do
                    here, then another lawn out by La
                    Cienega.

                                     WHALE
                    What is we say phooey to the
                    hedges?  Could you spare an hour
                    after lunch?  To sit for me?

                                     CLAY
                    Can't today.

                                     WHALE
                    I'll pay our going rate.  Plus what
                    you'd get if you did the hedges.

                                     CLAY
                    Sorry.  I don't feel like sitting
                    still today.

                                     WHALE
                    All righty.  I understand.

     Whale tilts a scrutinizing eye at Clay.

     INT. WHALE'S HOUSE - PANTRY - DAY (LATER)

     Hanna carries the dirty dishes back to the kitchen.

     INT. WHALE'S HOUSE - DINING ROOM - DAY

     Clay starts to bite the tip off a cigar.

                                     WHALE
                    Use this.

     Whale passes him a gold penknife.

                                     WHALE
                    Just a trim.  And mine while you're
                    at it.  Fingers are a bit stiff
                    today.

                                     CLAY
                    You ever been married, Mr. Whale?

                                     WHALE
                    No.  At least not in the legal
                    sense.

     Clay hands a clipped cigar back to Whale.

                                     CLAY
                    So you had a wife?

                                     WHALE
                    Or a husband.  Depending on which
                    of us you asked.  My friend David.
                    He lived here for many years.

     The other cigar crunches faintly between Clay's fingers.

                                     WHALE
                    Does that surprise you?

                                     CLAY
                    No, I -- you're a homosexual.

                                     WHALE
                    Oh dear.  If one must have a
                    clinical name.

                                     CLAY
                    I'm not, you know.

                                     WHALE
                    I never thought you were.

                                     CLAY
                    You don't think of me that way, do
                    you?

                                     WHALE
                    What way might that be?

                                     CLAY
                    You know.  Look at me like -- like
                    I look at women.

                                     WHALE
                    Don't be ridiculous.  I know a real
                    man like you would break my neck if
                    I so much as laid a hand on him.
                    Besides, you're not my type.

     Clay suddenly laughs.  Whale's smile deepens.

                                     WHALE
                    So we understand each other?

                                     CLAY
                    What you do is no business of mine.
                    Live and let live, I say.

                                     WHALE
                    I hope this has nothing to do with
                    your refusing to sit for me today?

                                     CLAY
                    No.  I --

     Whale continues to smile, slyly.

                                     WHALE
                    What are you afraid of, Mr. Boone?
                    Certainly not a frail old man like
                    me.

     Clay has no answer.  He gives in with a sigh.

     INT. WHALE'S HOUSE - STUDIO - DAY

     Clay sits sideways on the chair again.  Whale stands at the
     easel.

                                     CLAY
                    Can I see what you did so far?

                                     WHALE
                    It will only make you
                    self-conscious.  You'll have to
                    remove your shirt.

                                     CLAY
                    Sorry.  Not today.

                                     WHALE
                    But we have to match the other
                    sketch.

                                     CLAY
                    I just feel more comfortable
                    keeping it on.  You just said you
                    didn't want me self-conscious.

     Whale steps forward.

                                     WHALE
                    Perhaps if we open the shirt and
                    pull --

     Whale's hands to in.  Clay's flesh tightens; he shrinks
     back.  The hands stop, palms raised.

                                     WHALE
                    Oh dear.  I have made you
                    nervous.

                                     CLAY
                    I'm fine.  I'd just rather keep it
                    on.

                                     WHALE
                    Suppose we unbutton the top and
                    pull it down around your shoulders?
                    Two buttons.  Is that so much to
                    ask?  Just two little buttons.

     Whale's thumb and fingers unpluck buttons in midair.

                                     CLAY
                    No!  Look.  What you told me at
                    lunch is still very weird for me.
                    So either you sketch me like I am
                    or I'll say forget it and go do
                    your hedges.

     Whale takes a step back.  His eyes are locked on Clay,
     fascinated by his temper.

                                     CLAY
                    I don't mean to be a prick, but
                    that's how I feel.

                                     WHALE
                    Of course.  I don't want to scare
                    you off.  Not before I'm finished
                    with you.

     Whale glides behind the easel.  The pencils rattle in the
     tray.

                                     WHALE
                    Tell me more about yourself, Mr.
                    Boone.  You have a steady
                    companion?

                                     CLAY
                    Not at the moment.

                                     WHALE
                    Why not?

                                     CLAY
                    You know how it is.  You have to
                    kiss ass just to get a piece of it.

                                     WHALE
                    Very well put.

                                     CLAY
                    The world is just one kiss-ass game
                    after another.  A man has to make
                    up his own life, alone.

                                     WHALE
                    Ah.  A philosopher.

                                     CLAY
                    Thoreau with a lawnmower.

                                     WHALE
                         (smiles)
                    I like that.  But take care, Mr.
                    Boone.  Freedom is a drug, much
                    like any other.  Too much can be a
                    very bad thing.

     Clay glances out the window.  Feigning a merely casual
     interest:

                                     CLAY
                    Is that why you and your friend
                    split up?  Because you wanted to be
                    free?

                                     WHALE
                    In a way, yes.  I suppose so.  I
                    know it's why I stopped making
                    pictures.

     Whale backs away from the easel and stares at the paper with
     a sour frown.

                                     WHALE
                    You might not think it to look at
                    me now, but there was a time when I
                    was at the very pinnacle of my
                    profession.  The horror movies were
                    behind me.  I'd done "Show Boat."
                    Major success.  Great box office.
                    Now I was to do something
                    important.  "The Road Back."  An
                    indictment of the Great War and
                    what it did to Germany.  It was to
                    be my masterpiece.

                                     CLAY
                    What happened?

                                     WHALE
                    The fucking studio butchered it.
                    It was 1937, Hitler's armies were
                    already massing -- and still the
                    New York bankers stood in line to
                    curry his favor.  Anything to avoid
                    losing the German market.  They cut
                    away the guts and brought in
                    another director to add slapstick.
                    The picture laid an egg, a great
                    expensive bomb.  For which I was
                    blamed.

     A shadow passes over Whale's eyes.  He presses two fingers
     against his temple.

                                     WHALE
                    After that, I went out of fashion.
                    I was no longer able to command
                    the best projects, so I walked
                    away.  Why should I spend my time
                    working in such a dreadful business?

                                     CLAY
                    Do you miss it?

                                     WHALE
                         (dismissive)
                    It's so far in the past now.  Over
                    fifteen years --

     Whale stops himself.  He smiles gently at Clay.

                                     WHALE
                    Making movies was the most
                    wonderful thing in the world.
                    Working with friends.
                    Entertaining people.  Yes, I
                    suppose I miss it.  More so now
                    that --

     Whale reaches into his pocket, takes out the bottle of
     Luminal.

                                     WHALE
                    I think we all want to feel we've
                    left our mark on the world.  Yes.
                    I wish I had done more work.

                                     CLAY
                    You've done a helluva lot more
                    than most people.

                                     WHALE
                    Better work.

     Whale moves across the room to the screen door.

                                     WHALE
                    But I chose freedom.  David was
                    still in the thick of it, his life
                    full of anxiety and studio
                    intrigue.  I didn't fancy spending
                    my golden years as merely "the
                    friend."  The dirty little secret
                    of a nervous producer.

                                     CLAY
                    How long were you...?

                                     WHALE
                    Twenty years.  Too long.  We were
                    like a play whose run outlasted the
                    cast's ability to keep it fresh.
                    So I finally decided to close down
                    the show.

     Whale places a pill on his tongue and swallows.  He fixes
     Clay with a pinched smile.

                                     WHALE
                    When all fetters are loosened, a
                    certain hedonism creeps in, don't
                    you think?  There was a period when
                    this house was overrun with young
                    men.  Some even posed for me.
                    Right where you're sitting now.

     Clay sits uncomfortably in his chair.  His face flushes.

                                     WHALE
                    Of course, they weren't nearly as
                    bashful.  No, this room was once
                    filled with bare buttocks.  And
                    pricks.  Hard, arrogant pricks --

                                     CLAY
                    Cut it out!

     Clay explodes out of his chair, knocking over a small side
     table.

                                     CLAY
                    Fuck it.  I can't do this anymore.

     He looms over Whale, whose breathing starts to quicken.

                                     CLAY
                    Isn't it enough you told me you're
                    a fairy?  Do you have to rub my
                    nose in it?

                                     WHALE
                    I assure you, Mr. Boone, I meant
                    no --

                                     CLAY
                    From now on, Mr. Whale, I cut your
                    grass and that's it.  Understand?

     Before Whale can respond Clay storms out, nearly ripping the
     screen door off its hinges.  Whale sits on the daybed, takes
     a few quick breaths.  Suddenly the air is filled with the
     sounds of people cavorting in the pool.

     Whale looks up, sees a young man standing outside the screen
     door.  It is now dark outside.

                                     YOUNG MAN
                    Come on, Jimmy.  Watch me dive.

     Whale offers a melancholy smile.

                                     WHALE
                    I think I'll just rest for a
                    moment.

     The man shrugs, disappears into the shadows.  We move
     across the room and through the door...

     EXT. WHALE'S HOUSE - NIGHT

     Whale sits in a director's chair, a martini in one hand, a
     cigar in the other, a harmless old uncle watching young men
     swagger and splash in the pool.

                                     WHALE
                    I think we're ready to go.

     He glances over, sees Clay in plaid bathing trunks, sitting
     apart from the others.  He is puffing on a Camel.

                                     WHALE
                    You're up, Mr. Boone.

     Clay ignores him.  Whale puts down his martini and cigar,
     picks up a Polaroid camera.  He moves over to clay.

                                     WHALE
                    The extras are in their places.
                    Now we need the star.  Wouldn't
                    you like to get in the pool?

                                     CLAY
                    You first.

                                     WHALE
                    Oh no.  I never swim.

     Whale removes Clay's cigarette, crushes it with his shoe.
     Behind him, the pool is now a pit full of naked shadows.

                                     WHALE
                    You'll have to remove that shirt.

     Whale touches Clay's bare chest.  Clay grabs hold of his
     wrist, causing the old man to yelp in pain.  In the pool,
     the extras shriek in alarm.

     Clay's hands close tightly around Whale's throat.

     INT. WHALE'S HOUSE - BEDROOM - DAY

     Whale's hands fly to his throat.  He opens his eyes and
     gasps greedily for air, the young men's screams lingering
     in the room.  There is a look of genuine terror on his
     face.

     EXT. BRENTWOOD HOUSE - YARD - DUSK

     The sun goes down.  Clay wearily pushes his lawnmower,
     struggling to concentrate on the darkened lawn.

     EXT. BRENTWOOD HOUSE - BACK DOOR - NIGHT

     The smug PROPERTY OWNER peers out at Clay from behind a
     screen door.

                                     CLAY
                    Do you mind turning on a light?
                    It's getting pretty soupy out here.

                                     OWNER
                    Should have been here when you said
                    you would.  You whack off a tow,
                    don't think about taking me to
                    court.

                                     CLAY
                    You're lucky I even squeezed you in
                    today.

                                     OWNER
                    Don't take that tone with me, bub.
                    There's Japs in this town that work
                    cheaper and do flowers too.

     Clay takes a deep breath.  He can't afford to get angry.

                                     CLAY
                    Will you just turn on the porch
                    light?  Sir?

     The owner flicks on the light.

     INT. HARRY'S BEACHCOMBER - NIGHT

     Clay presses through the Saturday night crowd.  Clay cranes
     his neck to scan the crowd.

                                     CLAY
                    Where's Betty?

                                     HARRY
                    She took the night off.  Heavy
                    date.  Some guy she's had her eye
                    on for a while.

     Harry smiles pointedly at Clay, hands him the beer.

                                     CLAY
                    Thanks a lot, pal.

     Clay turns his back on the bar.  He sees Dwight moving
     through the crowd.

                                     CLAY
                    Dwight!

     Dwight nods, a little coolly.

                                     DWIGHT
                    Hey, Boone.

                                     CLAY
                    Have a drink?

     Dwight's WIFE, a pert, steely-eyed brunette, places a firm
     hand on his shoulder.  Dwight shrugs, heads toward the door.

     Clay turns.  A pretty, too-tan BLONDE WOMAN in her early 30s
     is standing at the end of the bar, eyeing Clay.  He lifts
     his glass and she responds with an open smile.

     EXT. CLAY'S TRAILER - NIGHT

     Clay and the woman go at it, their shadows visible through
     the glass louvers.

     INT. CLAY'S TRAILER - BATHROOM - DAY

     Clay tugs on a cord and the harsh overhead fluorescent
     buzzes to life.  He splashes his face with water, then
     catches his reflection in the mirror.

     EXT. SANTA MONICA LIBRARY - DAY

     Clay parks outside the local branch of the public library.

     INT. READING ROOM - DAY

     Clay leafs through an oversized folio, bound copies of The
     New York Times.  He glances at an article from
     1936.  "Interview With a Passing Whale."  There is a picture
     of Whale, captioned "Famous British Director."  A LIBRARIAN
     approaches with more leatherbound books.

                                     LIBRARIAN
                    Here are the trade newspapers you
                    wanted.

     Clay takes the books, opens one.

     INT. WHALE'S HOUSE - LIVING ROOM - DAY

     Whale eats lunch off a TV tray.  His attention remains
     focused on "Queen for a Day" as Hanna clomps into the room
     behind him.

                                     WHALE
                    Who was that at the door?

                                     HANNA
                    A visitor.

     Whale turns.  His face registers surprise when he sees Clay.

                                     WHALE
                    Thank you, Hanna.  That will be
                    all.

     Hanna retreats toward the kitchen.  Clay steps tentatively
     into the room.

                                     WHALE
                    Mr. Boone.  You're not due to cut
                    the lawn until Wednesday.

                                     CLAY
                    I'd like to sit for you again.  But
                    only if you ease up on the locker
                    room talk.  Okay?

     Whale holds up two fingers, affects an American accent.

                                     WHALE
                    Scout's honor.

     Clay smiles.

     INT. WHALE'S HOUSE - STUDIO - DAY

     Whale and Boone are back in their familiar positions.  An
     empty glass of beer sits on the floor next to Clay.

                                     WHALE
                    I'm curious, Mr. Boone.  What
                    convinced you to come back?

                                     CLAY
                    I don't know.  I guess I like your
                    stories.

                                     WHALE
                    Everybody has stories to tell.

                                     CLAY
                    Not me.

                                     WHALE
                    What about your stint in Korea?
                    I'm sure it was full of dramatic
                    episodes.

                                     CLAY
                    I told you.  I don't like to talk
                    about that.

     Whale nods, sensing that he's touched a sore spot.

                                     WHALE
                    And the fear you showed at our last
                    session?  How did you overcome
                    that?

                                     CLAY
                    Not fear.  More like disgust.

                                     WHALE
                    Same difference, Mr. Boone.
                    Disgust, fear of the unknown -- all
                    part of the great gulf that stands
                    between us.  Am I right in assuming
                    that you've had little experience
                    with men of my persuasion?

                                     CLAY
                    There's no people like you in my
                    crowd.

                                     WHALE
                    No teammates in football?  No
                    comrades in Korea?

                                     CLAY
                    You must think the whole world is
                    queer.  Well it's not.  War sure
                    isn't.

                                     WHALE
                    Oh, there may not be atheists in
                    the foxholes, but there are
                    occasionally lovers.

                                     CLAY
                    You're talking through your hat
                    now.

                                     WHALE
                    Not at all.  I was in the foxholes
                    myself.

                                     CLAY
                    You were a soldier?

                                     WHALE
                    I was an officer.

     Clay breaks his pose to turn and look at Whale.

                                     CLAY
                    This was World War I?

                                     WHALE
                    No, my dear.  The Crimean War.
                    What do you think?  The Great War.
                    You had a Good War, while we had --

     Whale clears his throat, bored by his standard line.

                                     WHALE
                    -- a war without end.  There were
                    trenches when I arrived, and
                    trenches when I left, two years
                    later.  Just like in the movies.
                    Only the movies never get the
                    stench of them.  The world reduced
                    to mud and sandbags and a narrow
                    strip of rainy sky.
                         (a dry snort)
                    But we were discussing something
                    else.  Oh yes.  Love in the
                    trenches.

     Now he's talking only to himself.

                                     WHALE
                    Barnett.  Was that his name?
                    Leonard Barnett.  He came to the
                    front straight from Harrow.  And he
                    looked up to me.  Unlike the
                    others, he didn't care that I was a
                    workingman impersonating his
                    betters.  How strange, to be
                    admired so blindly.  I suppose he
                    loved me.  But chastely, like a
                    schoolboy.

                                     CLAY
                    Something happened to him?

     Whale looks up at Clay, stares at him.

                                     WHALE
                    I remember one morning in
                    particular.  A morning when the sun
                    came out.

     EXT. TRENCHES - DAY (1917)

     LEONARD BARNETT, 19, boyish and handsome, peers into a
     periscope.  Whale stands beside him, pointing out landmarks
     on the bleak landscape.

                                     WHALE (V.O.)
                    Odd, how even there one could have
                    days when the weather was enough to
                    make one happy.  He and I were
                    standing on the fire step and I
                    showed him the sights of no-man's
                    land, through the periscope.  It
                    was beautiful.  The barbed wire was
                    reddish gold, the water in the
                    shell holes green with algae, the
                    sky a clear quattrocento blue.  And
                    I stood shoulder to shoulder with a
                    tall apple-cheeked boy who loved
                    and trusted me.

     Whale reaches over and lays his arm across Barnett's
     shoulder.  Barnett smiles timidly at him.  We CUT TO:

     INT. WHALE'S HOUSE - STUDIO - DAY

     Whale leans forward, completely disoriented.  His eyes fix
     on Clay, the white eyebrows screwed down, until he is able
     to recognize the face.

                                     WHALE
                    Don't do this to me again, Mr.
                    Boone.  I absolutely refuse.

     Whale stands, his legs shaky.

                                     WHALE
                    You will not set me on another walk
                    down memory lane.  Not this lane.
                    Not today.

                                     CLAY
                    I didn't --

                                     WHALE
                    Why do I tell you this?  I never
                    told David.  I never even
                    remembered it until you got me
                    going.

                                     CLAY
                    You're the one who started it.

                                     WHALE
                    You're very clever, Mr. Boone.  You
                    just sit there and let me talk.
                    What a sorry old man, you're
                    thinking.  What a crazy old poof.
                         (comes closer)
                    Why are you here?  What do you want
                    from me?

                                     CLAY
                    You asked me to model.  Remember?

                                     WHALE
                    Of course I remember.  Do you think
                    I'm so senile --

     Whale stands over Clay.  His pale face turns left, right,
     looking at Clay with one cold eye, then the other.  Clay
     returns the gaze, worried for Whale.

                                     CLAY
                    Mr. Whale?  Are you okay?

     Whale turns away.  He yanks out a handkerchief.

                                     WHALE
                    Stupid.  Very stupid.  What have I
                    been thinking?

     He sits on the daybed and bends over, covering both eyes
     with the handkerchief.

                                     WHALE
                    Just go.  Please.  Why don't you
                    go?

                                     CLAY
                    I don't get it.  First you creep me
                    out with homo shit.  Then you hit
                    me with war stories.  And now
                    you're upset because I listen?
                    What do you want?

                                     WHALE
                    I want -- I want...

     His pained eyes focus on Clay, and soften.

                                     WHALE
                    I want a glass of water.

     Clay gets up and goes to the sink.

                                     WHALE
                    A touch of headache.

     Clay hands him the water.

                                     WHALE
                    Thank you.

     Whale sets the glass down and sits with his head lowered,
     his body folded like a bundle of sticks.

                                     WHALE
                    My apologies.  I had no business
                    snapping at you.

                                     CLAY
                    No harm done.

                                     WHALE
                    It was foolishness to attempt this
                    portrait.  You cannot force what
                    will not flow.

                                     CLAY
                    You don't want me to sit for you
                    anymore?

     Whale shakes his head sadly.  He gazes up at Clay, sees the
     disappointment on his face.

                                     WHALE
                    How would you like to come to a
                    party with me?  A reception for
                    Princess Margaret.

                                     CLAY

                    I thought you weren't going.

                                     WHALE
                    If you don't mind driving, I'd like
                    to take you as my guest.  There
                    should be lots of pretty starlets
                    to keep you amused.

                                     CLAY
                    I'm game.  Sure.

                                     WHALE
                    Very good, Clayton.  May I call you
                    Clayton?  Or do you prefer Boone?

                                     CLAY
                    Clayton is fine.

     Whale smiles gently.

     EXT. OCEAN PROMENADE - DUSK

     The sun is setting over the Pacific.  Clay stands in a phone
     booth on the strand.

     INT. PHONE BOOTH - DUSK

     Clay smiles anxiously as the call connects.

                                     CLAY
                    Mom?  Yeah, it's me.

     Clay pauses as his mother shoots questions at him.

                                     CLAY
                    No, I'm not in jail...I don't want
                    any money, no...
                         (louder, to be heard)
                    Look, is Sis there?  I want to tell
                    her about this movie person I met
                    out here.  She'll get a kick out of
                    it.

     We hear the phrase: "She's out, Clay."  Clay closes his eyes
     as his mother rambles on.

                                     CLAY
                    No, I still...I'd give you my phone
                    number if I had a phone --

     Clay tries to stay calm as his mother berates him for not
     staying in touch.

                                     CLAY
                    How's the old man?

     Before Clay can protest we hear: "Hold on."  Clay glances
     out at couples strolling up the promenade.  An operator
     interrupts, says: "One dollar for the next three minutes."
     Clay deposits two quarters before his mother returns.
     "He's busy, Clay."

                                     CLAY
                    Right.

     The operator comes on again, asking for fifty more cents.
     Clay stares at the quarters in his hand.

                                     CLAY
                    Time's up.  I better go.

     Clay listens as his mother prattles on, until the connection
     is broken and the phone goes dead.  Clay steps out of the
     booth, takes a deep breath of ocean air.

     INT. WHALE'S HOUSE - BEDROOM - DAY

     Whale and Hanna go through the closet together.

                                     HANNA
                    Mr. Boone.  He is an interesting
                    friend.

                                     WHALE
                    I'd hardly call our yardman a
                    friend.

                                     HANNA
                    No.  But someone you can talk to.

     Whale stops, turns to Hanna.

                                     WHALE
                    Do you miss having someone to talk
                    to, Hanna?

                                     HANNA
                    I have my family.  Also our Lord
                    Jesus Christ.

                                     WHALE
                    Of course.  How is the old boy
                    these days?

     The naughty remark is met with a solemn stare.  Whale
     reaches up, chooses a lightweight blue suit.

                                     WHALE
                    It needs a hat.  There was a
                    wide-brimmed cream fedora...

                                     HANNA
                    It must be up in your old room.  I
                    will look.

     The phone rings.  Hanna hurries to answer it.

     INT. WHALE'S HOUSE - MAIN HALL - DAY

     Hanna speaks softly in Hungarian.  Whale points upstairs to
     let her know he will look for the hat himself.

     INT. WHALE'S HOUSE - MASTER BEDROOM - DAY

     Whale opens the closet door and takes down a stack of
     hatboxes from the overhead shelf.  He opens the first box,
     takes out a rubbery wad of heavy fabric with two round
     windows like eyes.  It's a gas mask.  We CUT TO:

     INT. TRENCHES - NIGHT (1917)

     The night sky explodes with light and smoke.  Whale moves
     calmly through the chaos, trying to maintain a modicum of
     order among the troops.

                                     WHALE
                    Gas masks on.  Gas masks on.

     At the end of the line, young Barnett is struggling with his
     straps.  Mustard gas is starting to stream into the trench.

                                     BARNETT
                    Don't mind me, Lieutenant.  Save
                    yourself.

     Whale slips the mask over Barnett's face, fastens it.  He
     slides his own mask into position moments before the trench
     is obliterated by the yellowish smoke.  We CUT TO:

     INT. WHALE'S HOUSE - MASTER BEDROOM - DAY

     Hanna stands in the door with a forlorn frown.

                                     HANNA
                    Oh, Mr. Jimmy.  You make a mess of
                    it.  Here.

     Hanna lifts the lid of an unopened box to show him the
     missing fedora.

                                     HANNA
                         (stacking boxes)
                    That is my daughter.  She say she
                    and her husband are coming to town
                    this afternoon.  I am sorry, Mr.
                    Jimmy.  I will make it short.

                                     WHALE
                    I'll be out this afternoon,
                    remember?  Your family can visit as
                    long as they like.

                                     HANNA
                    No.  I do not cook for them.  My
                    daughter's no-good husband will not
                    take one bite of our food.

     Hanna holds out the box for the gas mask.  Whale gives it a
     long, final look, then drops it in the box.

                                     WHALE
                    You can toss this one in the trash.

     Hanna clamps the lid on the box.

     INT. WHALE'S HOUSE - FOYER - DAY

     Hanna has opened the door.  At the end of the hall,
     silhouetted against the bright afternoon sky, is Clay.  His
     shoulders fill the doorway.  The top of his head is
     perfectly flat.

                                     WHALE
                    Good afternoon, Clayton.

                                     CLAY
                    Do I look okay?

     Clay steps into the light.  His khaki pants are clean and
     pressed.  A blue knit shirt fits his muscles snugly.

                                     WHALE
                    You look splendid, my boy.  Quite
                    splendid.

     INT. WHALE'S HOUSE - GARAGE - DAY

     Whale crosses to the passenger side of the Chrysler.

                                     WHALE
                    I suppose you'd like the top down.

                                     CLAY
                    If that's okay?

                                     WHALE
                    Nothing would please me more.

     Clay squeezes behind the wheel, shifts the seat back,
     explores switches.  The vinyl top pops up and folds
     backward.

     Whale gets in.  Clay starts the engine and backs out.

     EXT. WHALE'S HOUSE - DAY

     Hanna stands at the front door, hands tangled in her apron.
     Whale tugs his hat brim at her as the car swings around the
     driveway.

     Whale smiles at the wide open sky overhead.  Clay steps on
     the gas and the Chrysler takes off.

     EXT. CUKOR HOUSE - DAY

     The party is clearly audible from the road, where Clay has
     squeezed the Chrysler into a long row of shiny cars nuzzling
     the high brick wall.  Whale puts his dark glasses on.

                                     WHALE
                    Stars, you know.  The suns of other
                    galaxies.

     They walk up the steep road to the gatehouse.

                                     WHALE
                    Good old George.  He loves to put
                    on the dog.  Only his dogs tend to
                    have a bit of mutt.

     A WOMAN at the gate inspects the invitation, waves them
     through.

     EXT. CUKOR HOUSE - LAWN - DAY

     A sunny patio with hedges and statues.  Wickets and stakes
     have been set up for a game of croquet, but only a handful
     of very tanned children strut around with mallets.

                                     WHALE
                    What did I tell you?  Listen.

                                     CLAY
                    I don't hear anything.

                                     WHALE
                    Exactly.  Cukor was too cheap to
                    hire music.  There's nothing but
                    chin-wag.  The cold dreary custard
                    of English chin-wag.

     Whale scans the crowd.

                                     WHALE
                    Slim pickings.  Well, it's early
                    yet.  Perhaps this is a good time
                    to pay our respects.

     Clay follows Whale toward a trellis alcove covered in ivy.
     A handful of people grin at the mismatched couple who stand
     in the shade: a homely older man in glasses and a pretty
     woman in a white dress with polka dots.  GEORGE CUKOR and
     PRINCESS MARGARET.

                                     WHALE
                    Let's get this over with quickly.

     Whale forgets to remove his hat when he comes forward.
     Before he can give Cukor their names Princess Margaret's
     polite smile bursts open in a joyful display of teeth.

                                     PRINCESS MARGARET
                    I had no idea you'd be here.

     She seizes Whale's hand in her little white gloves.

                                     PRINCESS MARGARET
                    How are you?

                                     WHALE
                         (taken aback)
                    Fine.  Quite fine.  And Your Royal
                    Highness?

                                     PRINCESS MARGARET
                    Splendid.  Now that I know you're
                    around.

     Standing beside him, Clay is clearly impressed that Whale
     knows a princess.

                                     PRINCESS MARGARET
                    Can we get together while I'm in
                    town?  I so badly want to sit for
                    you again.

                                     WHALE
                    Sit?

                                     PRINCESS MARGARET
                    I've changed my hair, you see.
                    Since our last session.  Those old
                    snaps look rather dowdy now.

     Whale realizes she's mistaken him for someone else.  He tugs
     his sunglasses down his nose so she can see his eyes.

                                     PRINCESS MARGARET
                    Oh dear.  Have I made a blunder?

                                     WHALE
                    Ma'am, the pleasure is all mine.  James
                    Whale.

                                     PRINCESS MARGARET
                         (laughs)
                    I am such a goose.  I mistook you
                    for Cecil Beaton.  It's the hat.
                    You're wearing one of Cecil's hats,
                    you know.

     Whale attempts to chuckle while he fights a feeling of
     humiliation.  He turns to Cukor for help.

                                     WHALE
                    Hello, George.  James Whale.  David
                    Lewis's friend.  I once made
                    pictures myself, Ma'am.

                                     GEORGE CUKOR
                    Yes.  Of course.  One can't throw a
                    rock in this town without hitting
                    one of us old movie directors.

     Whale feels the sting.  He turns to Clay.

                                     WHALE
                    Ma'am, may I present Mr. Clayton
                    Boone?

     Clay steps forward to shake hands.

                                     WHALE
                    My gardener, who insisted I bring
                    him today.  He so wanted to meet
                    royalty.

     Cukor's face goes blank with indignation.

                                     CLAY
                    Pleased to meet you.

                                     PRINCESS MARGARET
                    Quite.  I adore gardens.

     Whale narrows his eyes at Cukor and sharpens his smile.

                                     WHALE
                    He's never met a princess.  Only
                    queens.

     Cukor puffs out his chest, quivers a bulbous lower lip at
     Whale.

                                     WHALE
                    George, Ma'am, this has been an
                    honor.  An occasion to remember for
                    the rest of my days.

     He leads Clay away and an American couple promptly crowd in
     to take their place.  Striding through the garden, Whale is
     obviously pleased with himself.

                                     CLAY
                    What was that about?

                                     WHALE
                    Nothing of importance.  Just two
                    old men slapping each other with
                    lilies.  Shall we have a drink?

     Whale leads Clay to a tented bar.  Across the way, David
     Lewis has come through the gate with a WOMAN on his arm.
     People look discreetly, not at David but at the woman,
     lightly veiled in a scarf and sunglasses.

                                     CLAY
                    Who's that?

                                     WHALE
                    David.  The friend I thought was in
                    New York.

                                     CLAY
                    No.  The girl.

                                     WHALE
                    Girl?  Oh.  Elizabeth Taylor.

     Clay watches in amazement as ELIZABETH TAYLOR waves to
     someone and pipes out a happy hello.  She hurriedly unties
     her scarf, thrusts it at David and runs off on tiptoes to
     embrace a woman.

                                     CLAY
                    Is that really her?

                                     WHALE
                    David produced her last picture.

     David glances around while he slips the scarf into a coat
     pocket.  He sees Whale looking at him.  He puts on a tight
     smile and strolls across the patio.

                                     DAVID
                    What are you doing here?

                                     WHALE
                    Just what I was about to ask you.
                    I thought you were in New York.

                                     DAVID
                    I was, until last night.  Publicity
                    asked me to fly Miss Taylor in for
                    today's reception.

     The waiter arrives with their drinks.  Only when Clay takes
     his glass of beer does David see that Whale is not alone.

                                     DAVID
                    David Lewis.

                                     CLAY
                    Clay Boone.

                                     WHALE
                    Our yardman.  Who was kind enough
                    to serve as my escort to George's
                    little do.

     David freezes.  Whale lifts his martini glass at Clay and
     takes a sip.

                                     DAVID
                    Should you be drinking in your
                    condition?

                                     WHALE
                    Oh, David, stop being a nanny.

     Clay clears his throat, eager to escape this domestic
     squabble.

                                     CLAY
                    I think I'll go look at Elizabeth
                    Taylor.

     He hurries off.

                                     WHALE
                    You should have seen Georgie's face
                    when he met Clayton.

                                     DAVID
                    You didn't, Jimmy.

                                     WHALE
                    I did.  But Princess Margaret was a
                    doll.  We're all equals in her
                    eyes.  As commoners, I presume.

                                     DAVID
                    You only embarrass yourself.

                                     WHALE
                    Oh dear.  I'll never work in this
                    town again?

                                     DAVID
                    You know what I mean.  Your
                    reputation.

                                     WHALE
                    But I have no reputation.  I'm as
                    free as the air.

                                     DAVID
                    Well the rest of us aren't.  Can't
                    you remember that?

                                     WHALE
                    No.  I never could.  You must
                    regret having had the invitation
                    sent.

     David is looking over Whale's shoulder.

                                     DAVID
                    I didn't ask George to invite you.

                                     WHALE
                    Then who did?

                                     DAVID
                    Jimmy, there are people here I need
                    to speak to.  You'll be fine on
                    your own?

                                     WHALE
                    Yes.  Perfectly.

                                     DAVID
                    All right, then.  I'll come by tomorrow
                    for breakfast.

     Whale nods, watches David stroll over to the pool and greet
     a gaggle of executives.  Whale drifts toward some deck
     chairs at the far end of the croquet lawn.  He sits, takes a
     sip of his drink.  Suddenly a high-pitched giggle pierces
     the air.

                                     KAY
                    Mr. Whale!

     Whale looks out to see Edmund Kay, his interviewer from
     several weeks ago, marching across the lawn.

                                     WHALE
                    Mr....Kay?

                                     KAY
                    Bet you thought you'd never see me
                    again.  I didn't know if you'd be
                    well enough to come to this party.

                                     WHALE
                    You didn't?

                                     KAY
                    I'm the one who got you on Mr.
                    Cukor's guest list.

                                     WHALE
                    You, Mr. Kay?  How do you know
                    George Cukor?

                                     KAY
                    I interviewed him after I met you.
                    I'm his social secretary now.
                    Well, assistant to his secretary.

                                     WHALE
                    I commend you.  If you're going to
                    pursue poofs, go after those who
                    can do favors for you.  You waste
                    everybody's time when you court
                    dinosaurs.

                                     KAY
                    Don't think that, Mr. Whale.  I
                    love your movies.  That's why I
                    wanted you to come to this.  So I
                    could see you with your monsters.

                                     WHALE
                    My monsters?

                                     KAY
                    Don't go away.

     Whale tries to do just that, but finds himself caught in the
     chair.  He is stumbling to his feet when Kay returns with
     Elsa Lanchester, 55, at his side.

                                     ELSA LANCHESTER
                    Jimmy.  How are you?

                                     WHALE
                    Elsa?

     She takes Whale's hand, with a look of deep concern and
     sympathy.  Kay races off again.

                                     ELSA LANCHESTER
                    I saw Una O'Conner a few weeks ago.
                    She said you'd been under the
                    weather.

                                     WHALE
                    Oh, nothing out of the ordinary.
                    Growing old.

                                     ELSA LANCHESTER
                    We're all getting a bit long in the
                    tooth.

                                     WHALE
                    But you appear quite fresh, my
                    dear.

     She swats aside the compliment and gestures at the chair.

                                     ELSA LANCHESTER
                    Please.  You shouldn't stand on my
                    account.

                                     WHALE
                    Perfectly all right.  But if you'd
                    like to sit --

                                     ELSA LANCHESTER
                    I'm fine, Jimmy.  I can only stay a
                    few minutes.

                                     WHALE
                    Of course.

                                     ELSA LANCHESTER
                    What's our pesky friend up to now?

     Kay returns, accompanied by a stopped, gray-haired man with
     a long rectangular face and wary, heavy-lidded eyes.

                                     ELSA LANCHESTER
                    Is that Boris?  Our little chum
                    appears to be arranging a reunion.

                                     WHALE
                    Oh dear.

     Karloff, age 70, comes reluctantly, followed by his niece
     ALICE, a bashful young woman who carried a blanket-wrapped
     bundle.

                                     ELSA LANCHESTER
                    Boris, darling.  I didn't know you
                    were here.  These public revels are
                    hardly up your alley.

                                     BORIS KARLOFF
                    I came for the sake of my visiting
                    niece.  Alice.  And Miranda, my
                    great-niece.

     His huge hand lifts the blanket in Alice's arms, revealing a
     bald infant with enormous blue eyes.  Karloff gurgles and
     coos at the child.

                                     ELSA LANCHESTER
                    And what do you make of our royal
                    visitant?

                                     BORIS KARLOFF
                    Perfectly charming.  A real lady.

                                     ELSA LANCHESTER
                    Of course she's a lady.  What did
                    you expect?  A hussy in tennis
                    shoes?

     Whale looks up and discovers Clay standing a few feet behind
     Karloff.  He is ogling two bosomy actresses who are
     listening intently to the monocled British consul.

     Whale's eyes try to focus Karloff and Clay together, his
     once and future monsters.  Kay shouts to a passing
     photographer carrying a bulky Speed Graphic.

                                     KAY
                    Hey, you!  With the camera!  We got
                    a historical moment here.  Come get
                    a picture of it.

     The man scans the scene for a famous face.

                                     KAY
                    This is Mr. James Whale, who made
                    "Frankenstein" and "Bride of
                    Frankenstein."  and this is the
                    Monster and his Bride.

     Clay looks up when he hears Kay identify Karloff.

                                     PHOTOGRAPHER
                    Oh, Karloff.  Right.

     Karloff and Elsa drift into position next to Whale.  The
     flash goes off, a snap and a crunch of light.  Whale cringes
     in pain.

                                     ELSA LANCHESTER
                         (through clenched teeth)
                    Don't you just love being famous?

     Another flash.  From Whale's perspective, the bulb resembles
     nothing so much as the translucent tube of electrical
     current from Dr. Frankenstein's laboratory.  Whale
     concentrates on his smile as another snap of light stabs his
     brain.  He clutches Elsa Lanchester's hand.

                                     ELSA LANCHESTER
                    Are you all right, Jimmy?

     A sharp nod from Whale.  The photographer motions to
     Karloff's niece.

                                     PHOTOGRAPHER
                    Let me get one with Frankenstein
                    holding the kid.

     Alice hands over the baby.  Karloff gently cradles the
     child.  Whale stands on his left, Elsa on his right.  They
     all smile at the baby, who gurgles and points up.  Whale
     follows the baby's gaze to the sky, where a large kite rocks
     and strains in a furious electrical storm.

     The camera flashes once, then again.

                                     PHOTOGRAPHER
                    Got it!

     Whale glances up -- the kite is gone.  Thunder rumbles as
     the group starts to disperse.  Whale nods to the faces
     exchanging good-byes.

                                     BORIS KARLOFF
                    So good to see you again, James.

     He strolls off, clucking and cooing at his baby.

                                     KAY
                    Catch you before you go, Mr. Whale.
                    I'll make sure everybody gets sent
                    a print.

     He goes off with the photographer.  Elsa kisses Whale on the
     cheek.

                                     ELSA LANCHESTER
                    We'll be in touch, Jimmy.

                                     WHALE
                    Good-bye.  So nice to see you...

     Finally Whale is alone.  He staggers to the deck chair and
     lowers himself sideways into the lawn chair.

                                     CLAY
                    You okay?

     Whale gazes up at Clay.

                                     WHALE
                    Tired.  A bit tired.

     Clay nods.  Whale smiles at him.

                                     WHALE
                    Are you enjoying yourself?

                                     CLAY
                    Actually, no.  I feel a little out
                    of place.

                                     WHALE
                    Neither of us really belongs here.

                                     CLAY
                    Must have been funny for you.
                    Seeing your monsters again.

                                     WHALE
                    Monsters?  The only monsters...
                         (closes his eyes)
                    ...are here.

     Across the lawn, conversation has stopped.  Birdlike shrieks
     come from all directions.

                                     CLAY
                    Oh fuck.  And we left the top down.
                    You want to run for it?

                                     WHALE
                    Run for what?

                                     CLAY
                    Can't you see?  It's raining!

     The rain is only a flickering of air, but people are jumping
     and shrieking, throwing coats over their heads as they dash
     toward the house.

                                     CLAY
                    Here.

     He takes Whale under the arm, helps him up and escorts him
     to a small tent.  On the patio, everyone shoves and squeezes
     to get through the one open door.

     Whale stares out, hypnotized by the deluge.  From his POV,
     we see a young man step into the rain.  Whale squints, is
     finally able to identify the man as Leonard Barnett.

     Whale's eyes follow Barnett as he emerges onto a new
     landscape, a scarred and barren battlefield.  As the storm
     continues to rage:

                                     CLAY (O.S.)
                    Mr. Whale?

     Whale shifts his gaze to Clay.  He takes a moment to orient
     himself.

                                     WHALE
                    Let's get out of this funk hole

                                     CLAY
                    You don't want to wait it out?
                    Rain should let up soon.

                                     WHALE
                    We're not sugar.  We won't melt.

     Whale adjusts the brim of his hat and steps into the
     downpour.  Clay has no choice except to follow.  They walk
     briskly, the minute splashes on Whale's hat forming a
     ghostly aura of spray.

     INT. CAR - DAY

     Whale opens the door and climbs in next to Clay.  The roof
     slowly closes over them.

                                     CLAY
                    I better get you home before you
                    catch your death from pneumonia.

                                     WHALE
                    Catch my death.

     Clay glances over, sees Whale sitting very wet and rigid,
     staring straight ahead.

                                     CLAY
                    You all right, Mr. Whale?

     Whale blinks, slowly turns.  There is a cracked look in his
     eyes.

                                     WHALE
                    Jimmy.  Please.  Call me Jimmy.

     Clay smiles, starts to back the car out.

     INT. WHALE'S HOUSE - FOYER - DUSK

     The hallway is pitch-dark as Whale and Clay enter.

                                     WHALE
                    Hanna!  Bring us some towels.
                    We're drenched to the bone!

     No response.

                                     WHALE
                    Blast her.  If we soil her holy
                    floor, it's her own damn fault.

     Whale goes squashing down the hall.  Clay remains just
     inside the open door, prying off his shoes and peeling off
     his socks.  He follows Whale into:

     INT. WHALE'S HOUSE - KITCHEN - DUSK

     Whale stands over the table with his jaw open.

                                     WHALE
                    I don't believe this.

     He slides a note to Clay.

                                     WHALE
                    It's not like her.

                                     CLAY
                         (reading)
                    Just a night out.  Sounds like she
                    can't say no to her daughter.

                                     WHALE
                    Certainly you have better things to
                    do than babysit an old man?

                                     CLAY
                    Good.  Let's get dry.

     INT. WHALE'S HOUSE - BEDROOM - NIGHT

     Whale stands just inside the closet, buttoning a crisp white
     shirt.  He reaches for a red bow tie, closes the closet
     door.  In the mirror, Leonard Barnett stands behind him, in
     uniform.  Whale's eyes twinkle in surprise.  He drapes the
     tie around his collar.

                                     WHALE
                    What do you think?

     Barnett smiles his approval.

     INT. WHALE'S HOUSE - UPSTAIRS HALLWAY - NIGHT

     Clay opens the bathroom door, calls out.

                                     CLAY
                    Mr. Whale?

     No answer.  He goes to the top of the stairs and calls out.

                                     CLAY
                    Where's those clothes you promised?

     Again, nothing.  Rain ticks against the windows.  Clay goes
     down the stairs.

     INT. WHALE'S HOUSE - BEDROOM - NIGHT

     Whale fiddles with the knot of his tie.

                                     WHALE
                    He trusts me, you know.

     Barnett sits on the edge of the bed now.  He smiles, a bit
     sadly.

     INT. WHALE'S HOUSE - DOWNSTAIRS HALLWAY - NIGHT

     There's glow coming from the bedroom, and the sound of
     Whale's voice.

                                     CLAY
                    Mr. Whale?  Jimmy?

     Clay steps slowly toward the door, pushes it open.  He peers
     in.

     INT. WHALE'S HOUSE - BEDROOM - NIGHT

     Whale pulls on a blazer.

                                     CLAY
                    Mr. Whale?

     Whale jumps.  He slaps a hand over his chest, twists around,
     sees Clay.

                                     WHALE
                    Oh, of course.  Clayton.  You
                    finished your shower already?

                                     CLAY
                    Ten minutes ago.  Didn't you hear
                    me calling?

                                     WHALE
                    I'm afraid not.  Terribly sorry.
                         (stands)
                    I believe I promised you some
                    clothes.

     Whale crosses to the closet.  Barnett is nowhere to be seen.

                                     WHALE
                    You're much wider than I am.  You
                    won't want to attempt to get into
                    my pants.

                                     CLAY
                    No.  Definitely not.

     Clay chuckles.  Whale smiles.

                                     WHALE
                    Very good, Clayton.

     He takes a robe from a hook on the closet door.  Clay tries
     it on but it won't close over the towel.

                                     WHALE
                    I know.

     Whale opens a drawer, takes out a crewneck sweater.

                                     WHALE
                    Absolutely swims on me, but should
                    take care of your upper half.

     Clay pulls the sweater over his head.

                                     WHALE
                    That only leaves the rest.

                                     CLAY
                    You don't have any baggy shorts?
                    Pajama bottoms?

                                     WHALE
                    Sorry.  My pajamas are tailored.
                    Would it be too distressing to
                    continue with the towel?  No more
                    immodest than a kilt, you know.

                                     CLAY
                    Do I have any other choice?

                                     WHALE
                    Very sporting of you, Clayton.

     Clay notices a framed drawing on the desk.

                                     CLAY
                    Is that --?

                                     WHALE
                         (nods)
                    The only memento I ever kept.  My
                    original sketch for the Monster.

     He hands the sketch to Clay, who stares down at the famous
     flat head, hooded eyes, bolted neck of the Monster.

                                     WHALE
                    Shall we?

     Clay puts down the sketch, starts into the hall.  Whale
     turns back, sees Barnett standing by the window.  Whale
     flips off the light and closes the door.

     INT. WHALE'S HOUSE - KITCHEN - NIGHT

     Clay sits at the kitchen table.  Whale opens the
     refrigerator and brings out two plates wrapped in wax paper,
     and a bottle of beer for Clay.  He pours himself a shot of
     Scotch from a decanter and sits down.

                                     WHALE
                    After dinner, if Hanna isn't back?
                    Can we try a few more sketches?

                                     CLAY
                    I thought you'd given up on my
                    picture.

                                     WHALE
                    I'd like to try again.  If you're
                    game.

                                     CLAY
                    Why not?  Give us something to do
                    while we wait.

     Clay munches on his sandwich.  Whale pours himself another
     Scotch, takes a sip.

                                     WHALE
                    Tell me something, Clayton.  Do
                    you believe in mercy killing?

                                     CLAY
                    Never gave it much thought.

                                     WHALE
                    Come now.  I'm sure you came across
                    such situations in Korea.  A
                    wounded comrade, or perhaps one of
                    the enemy?  Someone for whom death
                    would be a blessing.

     Clay stops chewing.  He stares down at his plate.

                                     CLAY
                    I never went.

     He takes a deep breath, looks up at Whale.

                                     CLAY
                    I never made it to Korea.

                                     WHALE
                    But you said --

                                     CLAY
                    -- that I was a Marine.  Which is
                    true.  You filled in the rest.

                                     WHALE
                    I see.

     Clay downs his beer, refills the glass.

                                     CLAY
                    My old man was a Marine.  He
                    enlisted the day he turned
                    seventeen.

                                     WHALE
                    The Great War?

                                     CLAY
                         (nods)
                    By the time he was ready to ship
                    out, the fighting was over.  He
                    missed out.

                                     WHALE
                    A very lucky thing indeed.

                                     CLAY
                    That's not the way he saw it.  To
                    him, it was like his life never got
                    started.  Nothing else really
                    mattered.  Definitely not his
                    family.

     Whale gazes sympathetically at Clay.

                                     CLAY
                    The morning after Pearl Harbor, he
                    drove down to St. Louis to
                    reenlist.  He was so damn excited.
                    World War II was going to be his
                    second chance.
                         (sighs)
                    They told him he was too old...fat
                    ...nearsighted.  Said he'd be more
                    use to his country if he stayed
                    home and looked after his family.

                                     WHALE
                    Is that why you joined the Marines?
                    For your father's sake?

                                     CLAY
                    I figured he'd think, you know --
                    it was the next best thing.  Hey, I
                    loved it too.  A chance to be a
                    part of something important.
                    Something bigger than yourself.

                                     WHALE
                    What happened?

                                     CLAY
                    I didn't have the guts for it.

     A look of surprise crosses Whale's face.

                                     CLAY
                    I mean, literally.  My body
                    screwed me up.  Burst appendix.
                    They gave me a medical discharge.
                    All I thought about was, how am I
                    going to tell the old man.

     He breaks into a crooked smile.

                                     CLAY
                    You know what he did when I called
                    him?  He laughed.  He laughed so
                    hard he practically burst a blood
                    vessel.  Said it was a good lesson
                    for me.  Not to try to fill his
                    shoes.

                                     WHALE
                    I'm very sorry.

                                     CLAY
                    Them's the breaks, right?  No war
                    stories for this pup.

                                     WHALE
                    That's where you're wrong, Clayton.
                    You've just told one.  A very good
                    story indeed.

     Whale lifts his glass in a toast.  Clay empties his glass of
     beer.  He motions toward the decanter.

                                     CLAY
                    Do you mind?

                                     WHALE
                    Not at all.

     He hands the decanter to Clay.

     INT. WHALE'S HOUSE - LIVING ROOM - NIGHT

     Clay sits in a straight-backed chair, smoking a cigarette
     and sipping his Scotch.  Whale sketches from a wing chair
     across the room.

                                     CLAY
                    Storm's getting worse.

                                     WHALE
                    "A perfect night for mystery and
                    horror.  The air itself is filled
                    with monsters."

                                     CLAY
                    That's from your movie, right?
                    "The only monsters are here."

                                     WHALE
                    I don't remember that one.

                                     CLAY
                    James Whale.  This afternoon at the
                    party.

     Whale looks up.

                                     CLAY
                    I said it must be weird seeing your
                    monsters again, and you said, "The
                    only monsters are here."  I was
                    wondering which here you meant.

                                     WHALE
                    I don't recall.  Memories of the
                    war, perhaps.

                                     CLAY
                    But that was so long ago.  It can't
                    still bother you.

                                     WHALE
                    Oh, but it does.  Especially in
                    light of the journey I'm about to
                    make.

                                     CLAY
                    You're planning a trip?

     Whale's gaze remains dreamy and preoccupied as SOUNDS of
     battle fill the room.  A relentless rat-a-tat of gunfire.
     The whistling of bombs.  The tortured wailing of dying men.
     Whale stands, moves over to the window.

                                     WHALE
                    Barnett.  Barnett on the wire.

                                     CLAY
                    Your friend?

     Whale gazes out at the storm.  From his POV, we see a
     scarred and barren landscape, illuminated by occasional
     flashes of lightning.

                                     WHALE
                    He caught his one night coming back
                    from the reconnoiter.  I wouldn't
                    take him out, but McGill did.  Just
                    to give the lad a taste.  They were
                    nearly home when a Maxim gun opened
                    fire.

     EXT. TRENCHES - NIGHT (1917)

     We race along the open trench with Whale, the darkened sky
     intermittently punctured by bursts of gunfire.  He reaches
     the periscope, pulls an enlisted man off it.  From his POV,
     we see Barnett and McGill dodging bullets as they attempt to
     make their way back.

                                     WHALE
                         (through clenched teeth)
                    Come on.  Come on.

     McGill leaps over the barbed wire of a forward trench.
     Barnett follows.  Just as his feet leave the ground his
     chest is riddled by a fresh round of gunfire.  Whale's eyes
     snap closed, trying to obliterate what they've just seen.

                                     WHALE (V.O.)
                    Barnett's body fell in wire as
                    thick as briers.  It was hanging
                    there the next morning, a hundred
                    yards from the line, too far out
                    for anyone to fetch it.

     INT. WHALE'S HOUSE - LIVING ROOM - NIGHT

     Whale stares out impassively.

                                     WHALE
                    We saw him at morning stand-to and
                    evening stand-to.  "Good morning,
                    Barnett," we'd say each day.
                    "How's ole Barnett looking this
                    morning?"  "Seems a little peaky.
                    Looks a little plumper."  His
                    wounds faced the other way and his
                    hat shielded his eyes, so one could
                    imagine he was napping on
                    bedsprings.  He hung there until we
                    were relieved.  We introduced him
                    to the new unit before we marched
                    out, speaking highly of his
                    companionship.

     Clay's eyes are filled with pity.

                                     WHALE
                    Oh, but we were a witty lot.
                    Laughing at our dead.  Telling
                    ourselves it was our death too.
                    But with each man who died, I
                    thought, "Better you than me, poor
                    sod."
                         (bitterly)
                    A whole generation was wiped out by
                    that war.  Millions and millions of
                    young men.

     Whale begins to hum, a tune we have heard before:

                                     WHALE
                    Oh death where is thy sting-a-ling?
                    Grave where thy victory?

                                     CLAY
                    You survived it.  It can't hurt you
                    now.  It's no good to dig it up.

                                     WHALE
                    Oh no, my friend.  It's digging
                    itself up.  There is nothing in the
                    here and now to take my mind off
                    it.  All my diversions have
                    abandoned me.  Parties.  Reading.
                    Painting.  Work.  Love.  All gone
                    to me now.

     Whale remains perfectly still, staring out the window.  Clay
     deliberates a moment, then puts down his drink next to the 
     decanter of Scotch.  He stands and yanks the neck of the 
     sweater over his face, then tosses it on the sofa.  Whale 
     blinks at the reflection in the glass, not yet 
     understanding.

                                     CLAY
                    You wanted to draw me like a Greek
                    statue.  All right, then.

     Clay pulls at the knot, lets go of the towel.  He defiantly
     parks his hands on his hips.

                                     CLAY
                    There.  Not so bad.

     Whale continues to stare at the reflection, his back to
     Clay, his eyes wide and expressionless.  He turns slowly,
     fully expecting the vision to evaporate.  When he sees that
     Clay is truly naked he mutters softly under his breath.

                                     WHALE
                    So it is going to happen after all.

                                     CLAY
                    What'd you say?

     Whale doesn't respond.  Finally he opens his mouth to take a
     breath.

                                     WHALE
                    No.  It won't do.

                                     CLAY
                    What won't do?

                                     WHALE
                    You are much too human.

                                     CLAY
                    What did you expect?  Bronze?

                                     WHALE
                    Don't move.

     Whale moves abruptly across the room.  He walks past Clay.

     INT. WHALE'S HOUSE - DINING ROOM - NIGHT

     Whale passes quickly through the dining room and out to the
     kitchen.

     INT. WHALE'S HOUSE - GARAGE - NIGHT

     Whale reaches for the hatbox, which sits on top of a garbage
     can.  Suddenly a large hand appears on the box.  Whale gasps
     when a flash of lightning reveals the face of the Monster.

     The Monster growls out an inarticulate greeting.  He picks
     up the box and hands it to Whale.

     INT. WHALE'S HOUSE - LIVING ROOM - NIGHT

     Whale removes the lid, sets the hatbox on the sofa.

                                     WHALE
                    I would like you to wear this?

     Whale steps back.  Clay takes the box and covers his lap
     with it.  He lifts out the gas mask.

                                     CLAY
                    Why?

                                     WHALE
                    For the artistic effect.  The
                    combination of your human body and
                    that inhuman mask.  It's quite
                    striking.

                                     CLAY
                    I don't know.

                                     WHALE
                    Please, Clayton.  Just for a
                    minute.  Long enough for me to see
                    the effect.

                                     CLAY
                    It's from the first World War,
                    isn't it?

                                     WHALE
                         (nods)
                    There are straps in back.

     Clay fits the mask on the top of his head and draws it down.
     The living room turns brownish yellow in the thick glass
     goggles.

                                     WHALE
                    Let me help you.

     Whale is suddenly behind him.  Clay's vision is enclosed in
     two round windows, so he can't see Whale buckling the second
     strap.

                                     CLAY
                    Now what?

     Mouth muffled by the inhalator, Clay hears his voice from
     inside his head.  Whale comes around to stand in front of
     him.  He grins as he steps back to examine Clay.  Clay
     nervously taps his knees with his hands.

                                     CLAY
                    All right.  Let's take it off now.

                                     WHALE
                    What was that?

                                     CLAY
                    It's too tight.

     Clay raises his voice to make himself heard.  He reaches
     back to undo the buckles.

                                     WHALE
                    Allow me.

     Whale steps in past the goggles.

                                     WHALE
                    We don't want to tear the straps.

     Clay drops his hands so Whale can undo the buckles.  But
     nothing happens.  Clay turns left and right.

                                     WHALE
                    Oh yes.  I am still here.

     Two hands grip Clay's shoulders.

                                     WHALE
                    What steely muscles, Clayton.

     Whale's hands squeeze.  Clay grabs the frame of his seat, to
     stop his arms from automatically swinging a fist.  Whale's
     hand slides over Clay's shoulder to his arm, caressing the
     tattoo.  Clay jerks his shoulder to shake Whale off.

                                     CLAY
                    Just take off the fucking mask!

                                     WHALE
                    Relax, Clayton.  I can't hear you.
                    I can't hear a word.

     Whale presses his lips to Clay's tattoo.  Clay's muscles
     tense from head to toe.

                                     WHALE
                    What a solid brute you are.

     Whale's tongue moves down Clay's arm.

                                     WHALE
                    No?  Maybe this, then?

     The hand slides over Clay's stomach toward his lap.  The
     tattooed arm swings backward, slamming an elbow against
     Whale's skull.  Clay jumps from the chair, knocking into an
     end table.  The glass and crystal decanter fall to the
     floor.  The lamp spills over and the room goes dark.

     Clay's ankle is caught by the sofa leg and he hits the
     floor, jamming the inhalator against his mouth.  He quickly
     gets up, on his knees and elbows, pulling at the mask.
     Flashes of lightning strobe the room as Whale collapses over
     Clay's back and holds on.

                                     WHALE
                    Oh yes.  I have you now.

     A strap breaks.  Clay rips the mask off.

                                     CLAY
                    Get the fuck off!

     Whale's hand squeezes between Clay's legs.

                                     WHALE
                    What will you do to get yourself
                    back?

     Clay jabs with his elbow, flipping Whale on his back.  His
     body straddles Whale's and pins him, face to face.

                                     CLAY
                    I'm not that way.  Get it through
                    your fucking head.  I don't want to
                    mess with you.

                                     WHALE
                    Oh, but you feel good, Clayton.

     His hands clasp Clay's hips.  Clay's fist opens as it comes
     down; he slaps Whale across the face.

                                     WHALE
                    That didn't even sting.  You're not
                    such a real man after all.  Are
                    you?

     Clay whacks Whale's face again.

                                     WHALE
                    Wait until I tell my friends I had
                    you naked in my arms.  Won't they
                    be surprised?

                                     CLAY
                    I haven't done a damn thing with
                    you!

                                     WHALE
                    Oh, but you have.  You undressed
                    for me.  I kissed you.  I even
                    touched your prick.  How will you
                    be able to live with yourself?

     Clay snatches Whale's wrist before it can touch his crotch.
     With his other hand he picks up the heavy crystal decanter.

                                     CLAY
                    What the hell do you want from me?!

     Whale tilts his face up for another blow.

                                     WHALE
                    I want you to kill me.

     Clay freezes.  He stares down at the old man with white hair
     and wild eyes lying beneath him.

                                     WHALE
                    Break my neck.  Or strangle me.  It
                    would be oh so easy to wrap your
                    hands around my neck and choke the
                    life out of me.  Please, Clayton.
                    We've come this far.

                                     CLAY
                    You're crazy.

     Whale's eyes glimmer in the sporadic bursts of lightning.

                                     WHALE
                    Exactly, I'm losing my mind.
                    Every day, another piece goes.
                    Soon there will be nothing left.
                    Look at the sketch I made of you.

     Clay turns to the sketch pad, which lies on the floor next
     to Whale.  The page is filled with nothing but doodles and
     scrawls.

                                     CLAY
                    Look, if you want to die do it
                    yourself!

                                     WHALE
                    No, I don't want to die alone.  But
                    to be killed by you -- that would
                    make death bearable.  They say you
                    never see the one with your name on
                    it.  But I want to see death coming
                    at me.  I want it to be sharp and
                    hard, with a human face.  Your
                    face.  Think, Clayton.  You'd be my
                    second Monster.  Almost as famous
                    as the first.  It would be the
                    great adventure you've yearned for.
                    A war story for both of us to
                    share.

     Clay's breathing comes in quick, panicked bursts.

                                     WHALE
                    You'd be fully exonerated, I've
                    taken care of that.  I wrote a
                    note, I'll even leave you the
                    house, the car...

     Clay's body starts to tremble.

                                     WHALE
                    Do it now, Clayton.  Make me
                    invisible.

     Clay lets out a howl -- his shoulders heave and shake.

                                     CLAY
                    I am not your monster.

     He climbs off Whale, crawls away, his body collapsing in
     wracking, anguished sobs.  Whale opens his eyes, gazes at
     Clay.

                                     WHALE
                    What have I done?
                         (sits up)
                    Oh, selfish, selfish fool.  I
                    have lost my mind.

     He forces himself to his feet.

                                     WHALE
                    What was I thinking?

     Whale picks up the towel and moves over to Clay.

                                     WHALE
                    You're a softhearted bloke.  A
                    bloody pussycat.

     Whale places the towel around Clay's shoulders.

                                     WHALE
                    My deepest apologies.  Can you ever
                    forgive me?

     Clay doesn't look up.

                                     WHALE
                    I suppose not.
                         (a bone-crushing sigh)
                    Good God, I am tired.  I really
                    must go to bed.

     Whale starts slowly down the hall.

     INT. WHALE'S HOUSE - BEDROOM - NIGHT

     Whale sits on the edge of the bed, tugs the bowtie from his
     collar.  Clay taps on the door, opens it.

                                     CLAY
                    You okay?

                                     WHALE
                    Oh Clayton.

                                     CLAY
                    Did I hurt you?

                                     WHALE
                    Nothing I didn't deserve.

                                     CLAY
                    Need some help?

                                     WHALE
                    Pray you, undo this button.

     He lifts his chin and points to his collar.

                                     WHALE
                    I can never manage it when I'm
                    tired.

     Clay leans in to open the button.  His face is only six
     inches from Whale's.

                                     WHALE
                    Do you believe people come into our
                    lives for a reason?

     Clay doesn't answer.  Whale turns, breaking their shared
     gaze.

                                     WHALE
                    I can undress myself, thank you.

                                     CLAY
                         (steps back)
                    All right.

     Whale hauls his legs up and stretches out on the bed.

                                     WHALE
                    When you die...be sure your brain
                    is the last organ to fizzle --

                                     CLAY
                    You'll feel better tomorrow.

                                     WHALE
                    Tomorrow and tomorrow and
                    tomorrow...

     Whale smiles fondly at him.

                                     WHALE
                    Goodnight, Clayton.

     Clay pulls the door shut and it clicks.  He stands there a
     moment.

     INT. WHALE'S HOUSE - KITCHEN - NIGHT

     Clay shakes open a bedsheet and wraps himself in it.

     INT. WHALE'S HOUSE - LIVING ROOM - NIGHT

     Clay finds a pack of cigarettes on the floor and lights one,
     then sets the furniture back up.  He picks up the gas mask
     from beside the sofa, shoves it into its box.

     Clay sits in the wing-back chair, props his feet on the
     hassock, adjusting the sheet around his shoulders.  We CUT
     TO:

     INT. WHALE'S HOUSE - BEDROOM - NIGHT

     Whale bolts up in bed.  An electrical storm flashes and
     cracks in the window.

     Whale gets out of bed, stares outside.  From his POV, the
     lawn is a barren slope covered with stumps.

     Whale turns on the desk lamp, sits.  He pulls out a piece
     of paper.

     EXT. BATTLEFIELD - NIGHT

     We're back to the scene that opened the movie, a flat-topped
     creature stumbling through the mud.  A flash of lightning
     reveals Clay's face.  He turns, signals for Whale to follow
     him.  Whale joins Clay on a slight rise of ground, the rim
     of a crater.  Clay points down into it.

     EXT. CRATER - NIGHT

     The crater is full of bodies gathered around a pool of
     water.  Whale stumbles down, reaches the bottom and bends
     over the nearest corpse in khaki.  It is Leonard Barnett.
     There are no wounds on his body, no rips or gaping holes.
     His eyes are closed in dreamless sleep.

     Whale looks up and sees that Clay is gone.  The only other
     living creature is an owl, which blinks wearily at him.

     Whale lies down, finding a spot next to Barnett.  He takes a
     last breath and closes his eyes.  We CUT TO:

     INT. WHALE'S HOUSE - LIVING ROOM - DAY

     A roar of bells blasts Clay awake.  The telephone is
     ringing.  A hard pair of shoes thunder out to answer it.

                                     HANNA
                    Hello?  Oh, Mr. David!

     Clay blinks at the sight of Hanna in black dress and white
     apron, chattering on the phone by the far wall.

                                     HANNA
                    No, no, he did not tell me.  But no
                    problem.  I will make breakfast.

     She scoldingly cuts her eyes at Clay.

                                     HANNA
                    Ten?  Very good, then.  Good-bye.

     She hangs up and faces Clay with a stern frown.

                                     CLAY
                    It's not what you think.

                                     HANNA
                    I have brought you your clothes.
                    All I ask is that you get dressed
                    and go.  We are having a guest for
                    breakfast.

                                     CLAY
                    I need to talk to you about Mr.
                    Whale.

                                     HANNA
                    There is nothing you can say that
                    will surprise me.

                                     CLAY
                    Maybe.  But I still need to talk.
                    Do I have time for a cup of coffee
                    before I go?

                                     HANNA
                    I blame my daughter for keeping me
                    out so late.  I only hope you did
                    not get him excited.  It could give
                    him a new stroke.

     She stomps into the kitchen.  Clay gets up, slips on his
     undershorts.  He's zipping up his chinos when she comes out
     again with a breakfast tray.  She hands him a cup of coffee.

                                     CLAY
                    Thanks.
                         (quickly)
                    Why do you do it?

                                     HANNA
                    What do I do?

                                     CLAY
                    Take care of Mr. Whale like he was
                    your flesh and blood.

                                     HANNA
                    It is my job.  I did it when he was
                    happy and it was easy.  It is only
                    fair I do it now when he is ill.
                         (picks up the tray)
                    Enough talk.  I must wake up the
                    master.

     She marches around the corner towards Whale's bedroom.  Clay
     hears her knocking on a door.

                                     HANNA (O.S.)
                    Mr. Jimmy?  Morning, Mr. Jimmy.

     Clay pulls on his shirt.  Hanna comes back around the
     corner.

                                     HANNA
                    What have you done with him?

                                     CLAY
                    I put him to bed.  He's not there?

     She goes to the foot of the stairs and shouts:

                                     HANNA
                    Mr. Jimmy!  Mr. Jimmy!

     Hanna starts up the stairs.

                                     HANNA
                    Look for him!

     Clay reaches for his socks when he notices an envelope on
     the floor next to the chair.  He picks it up.  On the front
     is scrawled the word 'CLAYTON'.  Clay opens the envelope.
     Inside is Whale's original sketch of the Monster's head.  He
     turns it over.  There is a message written on the back.

                                     CLAY
                    No.

     Clay drops the sketch, looks out.  He sees something.

     EXT. WHALE'S HOUSE - BACKYARD - DAY

     Clay crosses the patio, hurtles down the slope.

     EXT. WHALE'S HOUSE - POOL - DAY

     Clay leaps headfirst into the water.  Whale rests lightly on
     his back, with an upward sway of straight white hair.  Clay
     hauls the body toward the side.

                                     CLAY
                    Almost there.  Almost there.

     He gets an arm around Whale's chest and heaves the body over
     the curb.  he climbs out, drags the body forward to rest in
     the grass.  He grabs the wrist.  Nothing.

                                     CLAY
                    Son of a bitch.  You crazy son of a
                    bitch.

     Clay straddles Whale's thighs and applies pressure on his
     rib cage.  But it's no use.  Clay sits up and takes a deep
     breath.

                                     HANNA
                    Ohhh!

     Hanna comes down the path, her run slowing to a walk.  She
     stares at Clay.

                                     CLAY
                    I didn't do it.  This wasn't me.

                                     HANNA
                    Oh, Mr. Jimmy.

                                     CLAY
                    He wanted me to kill him, but I
                    didn't.  He did it himself.

                                     HANNA
                    He says here good-bye.  I find it
                    in his room.  He is sorry, he says.
                    He has had a wonderful life.

     She waves a folded piece of paper.

                                     HANNA
                    You poor, foolish man.  You
                    couldn't wait for God to take you
                    in his time?

     Clay slowly stands up.  Hanna looks around in panic.

                                     HANNA
                    You must leave.  You were not here
                    this morning.

                                     CLAY
                    But I didn't do this!

                                     HANNA
                    The police will not know that.
                    They will want to investigate.

                                     CLAY
                    We have his note.

                                     HANNA
                    Do you want to be questioned about
                    you and Mr. Jimmy?  Please,
                    Clayton.  It will be better if I
                    find the body alone.

                                     CLAY
                    But how're you going to explain
                    this?
                         (points at the body)
                    How did you get him out of the
                    pool?

                                     HANNA
                    You are right.  Yes.  We must put
                    him back.

     They both hesitate, looking down at Whale.  Then Clay drags
     the body parallel with the pool.  Hanna stoops over to
     adjust the collar of Whale's shirt.

                                     HANNA
                    Poor Mr. Jimmy.  We do not mean
                    disrespect.  You will keep better
                    in water.

     She nods to Clay.  He rolls the body over and it splashes on
     its belly.  It bounces a moment in the waves of the splash,
     then begins to sink.  As it drops, the air in the chest
     slowly flips the body around.

     Looking up at them with open eyes, Whale sinks backward into
     the thickening light.  His arms trail upward and the hands
     lightly flutter as if waving good-bye.  The melancholy sound
     of a solo violin pierces the silence as we CUT TO:

     EXT./INT. BLIND MAN'S HUT - NIGHT

     A black-and-white scene from "Bride of Frankenstein."  The
     old BLIND MAN plays a mournful lullaby on his violin while
     the MONSTER listens outside, moved by the music.  He smashes
     open the door of the hut in an effort to get closer to the
     soul-soothing sound.  The blind man stops playing, looks up.

                                     BLIND MAN
                    Who is it?  You're welcome, my
                    friend, whoever you are.

     The Monster attempts to communicate, manages only a
     plaintive moan.  The blind man stands.

                                     BLIND MAN
                    I cannot see you.  I cannot see
                    anything.  You must please excuse
                    me.  But I am blind.

     The Monster holds out his burned hands.

                                     BLIND MAN
                    Come in, my poor friend.  No one
                    will hurt you here.  If you're in
                    trouble, perhaps I can help you.

     The old man touches the Monster, who recoils with a
     defensive growl.

                                     BLIND MAN
                    Can you not speak?  It's strange.
                    Perhaps you're afflicted too.  I
                    cannot see and you cannot speak.

     INT. SUBURBAN HOUSE - NIGHT (1972)

     MICHAEL BOONE, 10, lies on the living room carpet, staring
     raptly at the movie playing on the large Zenith console.
     The house is small but tidy and comfortable.

                                     BLIND MAN (O.S.)
                    It's been a long time since any
                    human being came into this hut.  I
                    shall look after you.  And you will
                    comfort me.

     On the tv screen, the old man starts to cry, then collapses
     onto the Monster's chest.  A thick tear rolls down the
     Monster's cheek.

     Clay Boone sits on the sofa, a baby on his lap.  He's 40
     now, his hair starting to thin but still closely cropped at
     the top and sides.

     On the tv, daylight fills the hut.  The blind man and the
     Monster share a meal.

                                     BLIND MAN
                    We are friends, you and I.
                    Friends.

                                     MONSTER
                    Friends.

                                     BLIND MAN
                    Before you came, I was all alone.
                    It is bad to be alone.

                                     MONSTER
                    Alone, bad.  Friend, good.

     He takes the old man's hand.

                                     MONSTER
                    Friend, good.

     The blind man nods.  On the sofa, Clay watches his son watch
     the movie.

     INT. LIVING ROOM - NIGHT (LATER)

     A color promo for "Chiller Theater" fills the screen.  Clay
     turns off the set.

                                     CLAY
                    Time for bed, sport.

     Michael groans, slowly stands.

                                     CLAY
                    What'd you think of the movie?

                                     MICHAEL
                    Pretty cool.  Better than most
                    monster movies.

                                     CLAY
                    I knew the guy who made it.

     Michael glances skeptically at his father.

                                     MICHAEL
                    Come on, Dad.  Is this another one
                    of your stories?

                                     CLAY
                    Here.

     Clay unfolds Whale's sketch of the Monster, hands it to his
     son.

                                     CLAY
                    It's his original sketch of the
                    Monster.

     Michael turns over the sketch.  On the back, scrawled in
     block letters: "TO CLAYTON BOONE -- FRIEND?"

                                     MICHAEL
                    This is for real?

     Clay nods.  At the same time, his wife DANA appears in the
     doorway.  A pretty, cheerful woman in her mid-30s.

                                     DANA
                    The trash, Clay.  Before it rains.

                                     CLAY
                    Okay.

     Clay kisses the top of his son's head.

                                     CLAY
                    Off to bed.

     EXT. CLAY'S HOUSE - NIGHT

     Clay carries a large metal bin down the tidy lawn.  The sky
     momentarily brightens with a silent flash of lightning.

     Clay gazes up at the electrical storm.  He glances back at
     his house, sees Dana cradling the baby in an upstairs
     window.

     The skies open with a shattering crash of thunder.  Clay
     tilts up his face, drinks in the cool rain.  Then he extends
     his arms and staggers along the sidewalk, imitating the
     Monster's famous lurch.

     We PULL BACK, revealing a sleepy neighborhood of small
     houses and neat lawns, until Clay is only a small dot in the
     landscape.

     FADE OUT.