Actor Point >> Movie Scripts >> Lost Highway Film Script

Lost Highway Movie Script

Writer(s) : David Lynch, Barry Gifford

Genres : Drama, Horror, Mystery, Thriller

Search IMDb : Lost Highway


Lost Highway


			A 21st Century Noir Horror Film.

			A graphic investigation into parallel 
			identity crises.

			A world where time is dangerously out 
			of control.

			A terrifying ride down the lost highway.




							David Lynch
							21 June 1995




AS CREDITS ROLL

EXT. TWO-LANE HIGHWAY - NIGHT

We see a clean moving POV illuminated by headlights.  We're 
floating down an old two-lane highway through a desolate, 
desert landscape.  This gliding, eerie POV continues as 
credits roll. when the credits end, the headlights seem to 
dim and soon we're moving through BLACKNESS.

								FADE OUT:

								 FADE IN:

INT. THE MADISON HOUSE - BEDROOM - DAY

in the blackness, a man, FRED, is sitting on a bed smoking a 
cigarette. we see his back, but with each glow of the 
cigarette ash, we see his face reflected in a mirror on the 
wall across from him.  In the darkness, there starts the 
sound of a motor which draws curtains back across a large 
picture window just off screen.  As the curtain moves, hard-edged 
light begins crawling across the room, and we see 
everything clearly.  Fred is wearing a robe and pajamas, it's 
early morning.

CLOSE UP ON FRED'S FACE IN THE MIRROR - Blank expression - 
face somewhat obscured or distorted by smoke from the 
cigarette.

CLOSE UP 0N FRED'S ACTUAL FACE - Unshaven, haggard look, eyes 
seem empty, glazed over.  Fred is 32 years old, with dark
hair.

THE DOORBELL RINGS.  Fred looks up, startled by the noise.  
He looks at the digital clock: 5:30 a.m.

FRED STANDS, goes to an INTERCOM on the wall next to the 
mirror.  He pushes a button.

A VOICE comes over the intercom.

				VOICE OVER
				INTERCOM
		Dick Laurent is dead.

Fred leaves the bedroom and goes through the house.  He is on 
the upstairs level.  He looks through a narrow slot window, 
but can't see the front door below.  He goes further in the 
house to a picture window that overlooks the street below.  
There is NOBODY there.

								CUT TO:



EXT. THE MADISON HOUSE - DAY

We can see Fred standing at the picture window, looking out.

								FADE OUT:

								 FADE IN:

INT.  THE MADISON HOUSE - LIVING ROOM - NIGHT

Fred is dressed to go out: Black sport coat and slacks, 
buttoned up white shirt.  He picks up a music case.  A woman 
comes into the room.  This is Fred's wife, RENEE, 30 years 
old, dark hair, dressed smartly, a drink in her hand.

				RENEE
		You don't mind that I'm not coming
		tonight?

				FRED
		What are you going to do?

				RENEE
		I thought I'd stay home and read.

Fred looks her over, she's sexy without trying.

				FRED
		Read?... Read what, Renee?

Renee sits down on a couch and sips her drink.  Fred comes 
over to her, kisses her on the neck, which makes her laugh.

				FRED
		It's nice to know I can still make you
		laugh.

				RENEE
		I like to laugh, Fred.

				FRED
		That's why I married you.

				RENEE
		Wake me up when you get home.

Fred brushes her cheek with his fingers, allowing them to 
linger for a moment on her face.

								CUT TO:



EXT.  CITY STREET - NIGHT

A blue neon sign reads: LUNA LOUNGE.

								CUT TO:

INT.  LUNA LOUNGE - NIGHT

Fred is on the bandstand.  He takes a solo on his saxophone.  
Fred plays hot, hard, neo-bop.  The BAND wails madly behind 
him.  The PATRONS explode onto the dance floor, making it a 
wild scene.  Fred Is a lion now, roaring away on his tenor, 
driving everyone nuts.

								CUT TO:

INT.  LUNA LOUNGE - LATER

After the band quits to take a break, FEMALE FANS come onto 
Fred, but he moves away, refusing their attentions.

								CUT TO:

INT.  LUNA LOUNGE - BACKSTAGE - LATER

Fred dials a pay phone. 

								CUT TO:

INT. The MADISON HOUSE - NIGHT

We move through the empty living room - empty bedroom, etc.  
The ringing telephone goes unanswered.

CUT TO:

INT. LUNA LOUNGE - BACKSTAGE - NIGHT


LOSE UP 0N FPED'S FACE as he listens to the ringing.  
Sweat is still rolling off his face.  His eyes are blank.

								CUT TO:

EXT. THE MADISON HOUSE - NIGHT

Fred's car pulls up in the driveway in front of his house.
Fred gets out, and goes into the house carrying his music
case.

								CUT TO:


INT. THE MADISON HOUSE - NIGHT

Fred puts down his music case, goes to the bedroom, and sees 
Renee sleeping soundly.

								FADE OUT:

								 FADE IN:

EXT. THE MADISON HOUSE - DOORSTEPS - DAY

Renee in a bathrobe, opens the front door to collect the 
mail.  She sees a plain, clean, manila envelope lying on the 
step.  She picks it up.

CLOSE UP ON THE ENVELOPE - No stamp, no writing, blank.  She 
takes the mail from the box, and goes back into the house.

								CUT TO:

INT. THE MADISON HOUSE - LIVING ROOM - DAY

Renee opens the manila envelope. She's noticeably nervous 
when she sees a videotape inside.  She stares at it.

Fred enters, also wearing a bathrobe.  He sees Renee staring 
at the videotape - before she hears him enter.  When she does 
hear him, her eyes jerk away from the tape.

				FRED
		What's that?

				RENEE
		A videotape.

				FRED
		Who's it from?

				RENEE
		I don't know... There's no return address 
		on the envelope... In fact, there's no 
		address on it.

				FRED
		Does it say anything on the tape?

				RENEE
			(looking it over)
		No, nothing.

Fred walks over and picks up the tape.

				FRED
		Well, let's see what's on it.

Fred takes the tape to the VCR.  He inserts it into the
machine, and turns it on.  Fred goes toward the couch.

				FRED (CON'T)
			(to Renee)
		Come on.

They sit on the couch in front of the television.

The TV monitor: We begin on the TV, then the videotape fills 
the entire frame.  The videotape shows the front of THE 
MADISON HOUSE, the camera panning slowly over it.  The 
picture is accompanied by an eerie DRONING SOUND.  After the 
camera pans back to the front door, the tape image turns to snow.

Fred and Renee stare at the snow for a few moments.  Renee 
looks relieved.

				RENEE
		It must be from a real estate agent.

				FRED
		Maybe.

We see a WIDE SHOT encompassing Fred, Renee, and the snowy 
image on the TV.

								FADE OUT:

								 FADE IN:

INT. THE MADISON HOUSE - DINING ROOM - DAY

Renee is seated at the dining room table - coffee cup and 
grapefruit in front of her.  She is wearing glasses, reading 
a book.  Fred enters, and sees Renee, who does not look up or 
acknowledge him.  Fred goes into the kitchen, which is just 
off the dining room.  He comes back into the dining room with 
a cup of coffee, and sits down with it opposite Renee.  He 
lights up a cigarette, sips his coffee, and looks at her.

				FRED
		Good book, huh?

				RENEE
			(she looks up)
		Huh?... oh, yeah, it is.

				FRED
		Same one you were reading the other
		night?

				RENEE
		What night?

				FRED
		When you didn't come to the club.

				RENEE
		Oh. Oh, yeah.  No. This is a different
		one.

				FRED
		I called, you know.

				RENEE
		Called?  When?

				FRED
		From the club.  You didn't answer.

				RENEE
		I must have fallen asleep.  I was asleep
		when you got home, wasn't I?

				FRED
		You were asleep when I got home, yes.

Renee goes back to her book.  Fred sips his coffee and 
smokes.

				RENEE
			(without looking up)
		I told you you could wake me up if you
		wanted to.

Renee looks up at him now, takes off her glasses, and stares 
at him.

CLOSE UP OF FRED'S FACE - a disturbed expression.

Renee seems about to say something more, but stops, puts her 
glasses back on and resumes reading.

								FADE OUT:

								 FADE IN:


INT. THE MADISON HOUSE - BEDROOM - NIGHT

Fred is in bed waiting for Renee.  He hears noises from the 
bathroom - bottles clinking, drawers opening and closing.  
Renee comes out wearing a robe, which she sheds just before 
getting into bed.  Naked under the covers, she switches out 
her bedside lamp.  The only light in the room comes from the 
outside, through the windows.  Fred moves closer to Renee, 
puts his lips to her cheek, a hand on her breast.  She does 
not respond.  Fred pulls Renee to him, and kisses her 
passionately.  Renee accedes to his demands, but does not 
participate willingly.  He makes love to her voraciously, but 
her lack of passion disturbs him.  Fred can't stop, however, 
and when he comes she acts consolingly, stroking him 
maternally while he calms down.  He climbs off of her and 
retreats to his side of the bed.

CLOSE UP ON FRED'S EYES - which express his horror and 
humiliation.

They lie there in the dark silence for a while.

Fred turns back toward Renee in the darkness.

				FRED
		I had a dream about you last night...

				RENEE
		Yeah?

				FRED
		You were in the house... calling my
		name... but I couldn't find you.

								CUT TO:

INT. THE MADISON HOUSE - NIGHT

FRED'S DREAM

Fred is walking slowly across the living room.

Fred's POV: moving - searching.

Fred stops and listens.

				RENEE
			(tentatively - distant and off
			screen)
		Fred?  Fred, where are you?

The camera turns slowly back toward the hallway, and as it 
drifts it RISES UP following along the hall and turning 
slowly into the bedroom.  Renee is lying below in the bed.


				FRED V.0.
		Then there you were... lying in bed... 
		but it wasn't you... It looked like 
		you... but it wasn't.

The camera suddenly dives violently at Renee - into a TIGHT 
CLOSE UP.  Her face registers TOTAL FEAR.

								CUT TO:

INT.  THE MADISON HOUSE - BEDROOM - NIGHT

Fred is lying in bed with Renee, who is now backlit by her 
bedside lamp.  Fred looks at her shadowed face, but it's not 
Renee's face.  It's a face Fred has never seen before.  Fred 
quickly turns and switches on his bedside lamp, and looks 
quickly back at Renee, whose face is now her own.

				RENEE
		Fred, are you all right?

Fred reaches out a hand and tenderly touches her face.  Renee 
covers his hand with her own, and closes her eyes.

								FADE OUT:

								 FADE IN:

EXT. THE MADISON HOUSE - DAY

Renee finds another envelope on the doorstep.  She opens it, 
pulls out a videotape.  A large dog is BARKING incessantly 
somewhere in the neighborhood.  Renee looks around to see if 
she can see the dog.

								CUT TO:

INT. THE MADIS0N HOUSE - LIVING ROOM - DAY

Renee brings the videotape upstairs with the rest of the 
mail.  She is a bit puzzled and unsettled.  She puts the tape 
down on a table.  She stares at it.  Fred comes in.

				FRED
		You're up early.

				RENEE
		That dog woke me.  I lay there for a
		while, then decided to get up.

				FRED
		Who the hell owns that dog?

Fred notices the tape and manila envelope on the table.

				FRED
		What's that?  Another tape?

				RENEE
		Yes, I just found it on the step.

Fred picks it up.
	
				FRED
		Don't you want to watch it?

				RENEE
		I guess so.

Fred goes to the VCR and inserts the tape.  He turns the 
television on.  He is about to start the tape - he looks up 
for Renee.  She's hanging back.

				FRED
		Well, do you wanna watch it?

Again, Renee seems to be nervous about what could be on the 
tape, but she hides this from Fred and walks toward the 
couch.

				RENEE
		Yeah.

Renee sits on the couch.  Fred starts the VCR and joins her.

As before, we first see it on the TV, then the videotape 
fills the frame.  This tape shows the front of the house, as 
before, then shows the INTERIOR of Fred and Renee's house -
AT NIGHT.

The eerie DRONING SOUND goes throughout.

The camera glides at a very high angle near the ceilings 
looking down as it travels along a hallway and turns into 
their bedroom, where we see Fred and Renee sleeping.  The 
tape image then goes to snow.

Fred and Renee stare at the snowy TV picture.  After a few 
moments of silence, Renee gets up and switches off the set.  
She is visibly shaken, trembling.  She stares fearfully at 
Fred who seems less disturbed.

				RENEE
		We've got to call the police.

				FRED
		All right.

								CUT TO:

INT. THE MADISON HOUSE - LIVING ROOM - DAY

Renee is on the telephone.  Fred is pacing, smoking, behind 
her.

				RENEE
		...yes, I've been on hold for ten
		minutes... I can't... All right, thanks.

Renee looks around anxiously.  Fred gives her his cigarette, 
which she puffs on.  He lights another and continues pacing.

				RENEE
		Hello, yes... Good... My name is Renee
		Madison... My husband is Fred Madison,
		the jazz musician... we	live at 442
		Hollis Street... Right... 442 Hollis...
		near the observatory... Someone's been in
		the house... at night... while we were
		sleeping... I know because they sent, 
		dropped off a videotape... two 
		videotapes... to show us... That's 
		right... Yes... it... the second one... 
		shows us asleep... Someone broke in and 
		taped us while we slept!... Isn't that 
		enough?... Okay, sure... We will... 442 
		Hollis... Yes, we'll be here.

Renee hangs up.

				FRED 
		So?

				RENEE
		Two detectives are coming out.

								CUT TO:

INT. THE MADISON HOUSE - LIVING ROOM - DAY

Two men in suits - the Detectives, ED and AL, are seated on 
the couch, watching the last part of the second videotape.  
The screen goes to snow and stays that way for several 
moments, until Fred shuts it off.


				FRED
		That's it.

				ED
		Let's have a look at the hallway outside
		the bedroom.

								CUT TO:

INT. THE MADISON HOUSE - HALLWAY - DAY

All four of them go to the hallway, where Ed and Al look 
around, especially up toward the ceiling.

				AL
		Very strange.

				RENEE
		What is?

				AL
		The angle.  The high angle shot on the
		tape.

				ED
		How'd the camera get so high like that?

				AL
		And smooth... Almost no movement - back
		and forth, I mean.

				ED
		Like you'd get if it was hand held.

				AL
		Right ... This just glided along.

								CUT TO:

INT. THE MADISON HOUSE - BEDROOM - DAY

The Detectives enter the bedroom.  Fred and Renee follow.

				ED
		This is the bedroom.

The Detectives look around without touching anything.

				AL
		Do you always sleep here?... In this
		room?... Both of you?


				FRED
		This is our bedroom.

				ED
		There's no other bedroom?

				FRED
		No... There is, I mean, I use it as a
		practice room... it's soundproofed.

				AL
		You're a musician?

				FRED
		Yes, I thought my wife ...

				ED
		What's your axe?

				FRED
		Tenor... Tenor saxophone.  Do you...

				ED
			(shakes his head)
		Tone deaf.

				AL
			(to Renee)
		Do you own a video camera?

				RENEE
		No. Fred hates them.

The Detectives both look at Fred.

				FRED
		I like to remember things my own way.

				AL
		What do you mean by that?

				FRED
		How I remember them.  Not necessarily the
		way they happened.

				ED
		Do you have an alarm system?

				RENEE
		Yes, actually we do... but we haven't
		been using it.

				AL
		Why not?

				FRED
		It kept going off for some reason.  False
		alarms.

				ED
		Might be a good time to try using it
		again.

				AL
		Anybody else have a key to the house.

				RENEE
		No.

				AL
		Maid?  Relative?

				RENEE
		No, one of us is always here to let the 
		maid in.  Nobody else has a key.

				ED
			(to Al)
		Let's check the doors and windows... See
		if there's been a break-in.

They all leave the bedroom.

								CUT TO:

INT THE MADISON HOUSE FRONT DOOR - DAY

Ed is checking the door for marks.

								CUT TO:

INT.  THE MADISON HOUSE    LIVING ROOM - DAY

Fred's POV: He's watching Ed and Al with Renee who are 
outside the house, walking around the property, checking 
it out.

								CUT TO:

EXT.  THE MADISON HOUSE - DRIVEWAY - DAY

Ed and Al are standing by an unmarked police car with Fred 
and Renee.  The Detectives are about to depart.

				AL

		We'll keep a watch on the house.

				ED
		As best we can.

				AL
		If anything else happens, you'll call us.
		Al hands Fred a card.  Ed hands Renee a card.

				RENEE
		We will.

				FRED
		Thanks, guys.

				ED
		It's what we do.

Ed and Al get into the car and drive off.  Renee and Fred 
look at each other, warily, then go back into the house.  THE 
CAMERA SLOWLY PANS OVER THE FRONT OF THE HOUSE AS IN THE
VIDEOTAPE.

								FADE OUT:

								  CUT TO:

INT. LUNA LOUNGE - NIGHT

Fred is on the bandstand, sweating, and honking his
saxophone.  He handles the horn roughly, braying like a beast 
as the CROWD gathered in front of the stage gyrates as one 
swept away in the madness of the moment.

								CUT TO:

INT.  LUNA LOUNGE - SAME

At the back, near the side door, Renee can be seen with TWO 
MEN, only one of whose faces we see.  The trio are going out 
the side door led by one of the men; we see only the back of 
his head.  Renee glances briefly at the bandstand before she 
exits with the two men.

								CUT TO:

INT. LUNA LOUNGE - BANDSTAND - SAME

CLOSE UP OF	FRED as he plays, seemingly oblivious to his
surroundings. His eyes open and shut as he clamps down on
the horn.

								CUT TO:

INT. LUNA LOUNGE - SAME

In the back of the club, the side door slowly closes.

								FADE OUT:

								  CUT TO:

INT.  THE MADISON HOUSE - STAIRWELL / LIVING ROOM - DAY

Fred is standing in the living room looking in the direction 
of the stairwell.  We HEAR someone's steps coming up the 
stairs.  It's Renee, who eventually comes into view.  She is 
holding another manila envelope.  She arrives at the top 
step.

She and Fred lock eyes.

Fred takes the envelope, opens it, and pulls out a third 
videotape. without saying anything, Fred takes the tape to 
the VCR.  He inserts it very carefully, slowly.  He hits 
play, turns on the television and he and Renee sit down on 
the couch together and begin to watch with great 
apprehension.

Again we begin with a WIDE SHOT and then the TV monitor fills 
the screen: We see the interior of the house at night.  The 
camera glides looking down from a high angle along the 
hallway and into the bedroom, where Fred and Renee are 
sleeping.

Again, the DRONING SOUND plays throughout.

in the bedroom where Fred and Renee are seen sleeping, 
SUDDENLY, Fred, on the tape, slowly awakens as the camera 
holds on him.  He rises and turns unnaturally in the bed, as 
if drawn up by his awareness of some strange presence in the 
room.  He comes to a sitting position, his head straining 
upwards, looking in the direction of the camera.  At this 
point, the videotape image turns to snow.

								CUT TO:

INT. THE MADISON HOUSE - LIVING ROOM - DAY

Fred and Renee are on the couch.  The TV remains on, showing 
snow.

Renee is very upset, crying.

				RENEE
		What the hell is going on?!

				FRED
			(equally horrified -
			frightened)
		I wish I knew.

Fred reaches over and tentatively takes Renee's hand in his.  
She trembles, allows him to touch her, but otherwise does not 
respond.  Suddenly, she jumps with fright.

				RENEE
		What was that?!!!

				FRED
		What?

				RENEE
		On the tape!  There was something else on
		the tape.

Fred gets up and rewinds it, passing an image.

				RENEE (CON'T)
		There!  Play it!

Fred runs the tape forward.

We see snow - then a half-second long MEDIUM SHOT of Fred on 
his knees near the bedroom wall on Renee's side of the bed.  
He is looking directly at the camera - his face a ghastly 
grimace, contorted.  His eyes are WIDE WITH HORROR.

Fred runs it back again and FREEZES the tape there on his 
tormented image.  This image fills the screen.  He and Renee 
stare at it.

DISSOLVE TO:

INT. THE MADISON HOUSE - LIVING ROOM - DAY

The Detectives, with Fred and Renee are seated on chairs and 
the couch.  The three videotapes in their manila envelopes 
are stacked on a coffee table in the center.

				AL
		You don't remember being awakened?  It
		looks like you were aware of someone.

				ED
		Or something.

				FRED
		No, I don't remember anything. it looks
		like I... but... I don't remember.

				RENEE
		Why would anyone do something like this?

				AL
		Has anyone made any threats to either of
		you recently?

				ED
		Or not so recently?

				FRED
		No, not to me.

Al, Ed and Fred all look at Renee.

				RENEE
		I...	no. No. No threats.

				ED
		We'll take the tapes with us, if that's
		all right with you?

Ed looks at Fred, then Renee, both of whom nod their 
agreement.

				AL
		We'll see that the patrol of the house is
		doubled.

				RENEE
		I don't know if I want to stay here.  I
		don't feel safe.

				FRED
		Where would you feel safe?

				RENEE
		I don't know. maybe a hotel.

Ed and Al are watching this exchange between Fred and Renee 
with keen interest.

There is a strained silence between them.

				ED
		Did you use the alarm system since we
		were here last?

				FRED
		The first night ... Not the last two.

				AL
		Why not?

				FRED
			(shrugs)
		I forgot.  Anyway, I hate the idea of
		acting paranoid.

				RENEE
		Acting paranoid?!!! Someone is in our 
		house while we're sleeping, filming us, 
		and you don't want to act paranoid?!!! I 
		thought you set the alarm!

Fred gets up, lights a cigarette, paces.

				FRED
		I'll make sure the alarm is set from now
		on.

				RENEE
		But that doesn't solve the problem.  Who
		is doing this?  And why?

Ed and Al rise from their chairs.  Ed picks up the envelopes.

				AL
		We'll find out, Mrs. Madison.

Renee stands with the Detectives.  Fred stands apart - his 
expression, pained and bewildered.

								CUT TO:

INT. ANDY'S HOUSE - NIGHT

A swinging party is in progress at Andy's house - the man
whose face we saw at the Luna Lounge with Renee.  ANDY, 37 
years old, a slick guy, is seen moving through the crowd, 
making small talk, kissing and being kissed.  The PEOPLE here 
are wannabe players, the men mostly shady, gold-chain-
wearing, slightly unsavory types; the women dressed 
provocatively, big hair and skin-tight dresses.  Through 
sliding glass doors we see nude and semi-nude people 
cavorting in a swimming pool.  Everyone has a drink in his or 
her hand.  Renee finishes her drinkt and hands the empty
glass to Fred who walks away with it.  Andy grabs Renee, and 
dances with her.  They laugh and talk.  Renee appears to be a 
bit intoxicated.

Fred, who appears less than thrilled with the carryings on, 
makes his way to the open bar where he orders two drinks. 
When the drinks arrive he drains one of them completely, then 
sets the empty glass down on the bar.  Then he swallows the 
other drink, too, and sets down the glass.

A MYSTERY MAN, tall, well-dressed and groomed, older than 
Fred, approaches him.

				MYSTERY MAN
		We've met before, haven't we?

				FRED
		I don't think so.  Where was it that you
		think we've met?

				MYSTERY MAN
		At your house.  Don't you remember?

				FRED
			(surprised)
		No, no I don't.  Are you sure?

				MYSTERY MAN
		Of course.  In fact, I'm there right now.

				FRED
			(incredulous)
		What do you mean?  You're where right
		now?

				MYSTERY MAN
		At your house.

				FRED
		That's absurd.

The Mystery Man reaches into his coat pocket, takes out a 
cellular phone and holds it out to Fred.

				MYSTERY MAN
		Call me.

Fred snickers, like this is a bad joke.  The Mystery Man puts 
the phone into Fred's hand.

				MYSTERY MAN
				(CON-T)
		Dial your number.

Fred hesitates, puzzled.

				MYSTERY MAN
				(CON-T)
		Go ahead.

Fred shrugs, laughs, dials his number. We HEAR a pick up as 
we stay on FRED'S FACE.

				PHONE VOICE OF 
				MYSTERY MAN
		I told you I was here.

Fred, still holding the phone, stares at the man standing in 
front of him.

				FRED
		How did you do that?

The Mystery Man points to the phone.

				MYSTERY MAN
				Ask me.

Fred, mirthful at first, as if it is a party trick of some 
kind, suddenly turns serious - it's obvious he's thinking now 
of the videotapes.  He speaks into the phone.

				FRED
			(angrily)
		How did you get into my house?

				PHONE VOICE OF
				MYSTERY MAN
		You invited me.  It's not my habit to go
		where I'm not wanted.

Fred looks at the man in front of him, but speaks again into 
the phone.

				FRED
		Who are you?

The man laughs - identical laughs - both over the phone and in person.

				PHONE VOICE OF
				MYSTERY MAN
		Give me my phone back.

The man in front of Fred reaches out his hand for the phone.  
Fred hears the line go dead, and he slowly passes the phone 
back to the Mystery Man who takes it, folds it, and puts it in his pocket.

				MYSTERY MAN
		It's been a pleasure talking to you.

The man walks away from Fred.  Renee appears and comes up to Fred.

				RENEE
		I thought you were getting me a drink?

				FRED
		Just a minute.

He takes Renee by the arm and goes over to the host of the 
party, Andy.  He grabs Andy and points across the room toward 
the Mystery Man, who is engaged in conversation with OTHER 
GUESTS.

				FRED
		Andy, who is that guy?

				ANDY
			(looking at the Mystery Man)
		I don't know his name.  He's a friend of
		Dick Laurent's, I think.

				FRED
		Dick Laurent?

				ANDY
		Yes, I believe so.

				FRED
			(remembering something)
		But Dick Laurent is dead, isn't he?

				ANDY
		He is?  I didn't think you knew Dick.
		How do you know he's dead?

Andy and Renee exchange a worried look, which Fred does not notice.

				FRED
		I don't.  I don't know him.

				ANDY
			(angrily)
		Dick can't be dead.  Who told you he was
		dead?

				RENEE
		Honey, who?... Who's dead?

Fred takes Renee by the arm away from Andy.

				FRED
		Let's go home.

				RENEE
		But...

				FRED
		Now!  We're leaving now! I didn't want
		to come here in the first place.

Fred drags the reluctant Renee out of Andy's house.

								CUT TO:

INT. CAR - NIGHT

Fred is driving fast and recklessly.  Renee is drunk and is 
smiling at him.

				FRED
		How'd you meet that asshole, Andy,
		anyway?

Renee stares out the front window - thinks back.

				RENEE
		It was a long time ago... I met him at 
		this place called Moke's... We... became 
		friends... He told me about a job...

				FRED
		What job?

				RENEE
		I don't remember... Anyway, Andy's 
		okay...

				FRED
		He's got some fucked up friends.

								CUT TO:

EXT. THE MADISON HOUSE - DRIVEWAY - NIGHT

Fred and Renee's car pulls up in front of their house.  Fred 
jumps out of the car.

				FRED
		Stay in the car!

Fred enters the house, careful to turn off the alarm first.

								CUT TO:

INT. THE MADISON HOUSE - NIGHT

There are only a couple of dim lights on, the house is mostly 
dark.  Fred moves slowly and carefully through his house -
searching each room for a possible intruder.

Fred's POV - moving creepily room by room through the dark 
house - past the telephone - down the hall to the bedroom.

There is NO ONE there.

He goes back outside for Renee.

								CUT TO:

EXT. THE MADISON HOUSE - DRIVEWAY - NIGHT

Renee is standing next to the car, shivering.

				FRED
		I told you to stay in the car!

				RENEE
		Why? what is it?  Why did you make me
		wait out here?

				FRED
		I thought there might be somebody inside.

				RENEE
		Was there?

				FRED
		No... of course not.

They enter the house.

								CUT TO:

INT. THE MADISON HOUSE - NIGHT 

Fred switches on more lights.

				RENEE
		It's so odd... Waiting out there, I had 
		the strangest feeling... Like this had 
		happened before.  I mean, your telling me 
		to stay outside while you went in like 
		that.

Fred looks at Renee, then continues to look around the house, 
disturbed, seriously disquieted.  Renee, still tipsy, follows 
him, moving from room to room.

								CUT TO:

INT. THE MADISON HOUSE - BEDROOM, ETC. - NIGHT

Fred and Renee are preparing to go to bed. Renee goes	into
the bathroom off the bedroom. Fred takes another look	out
into the hallway.

								CUT TO:

INT. THE MADISON HOUSE - HALLWAY - NIGHT

Fred walks down the hallway.

								CUT TO:

INT. THE MADISON HOUSE - LIVING ROOM - NIGHT

Fred looks around the dark living room.  Then absentmindedly, 
he begins to inspect objects.  He picks up an ashtray and 
studies it - lost in thought.

								CUT TO:

INT. THE MADISON HOUSE - BATHROOM - NIGHT

Renee is washing her face, standing at the sink in her slip.

								CUT TO:

INT. THE MADISON HOUSE - LIVING ROOM - NIGHT 

Fred is staring at himself in a mirror.

								CUT TO:

INT. THE MADISON HOUSE - BEDROOM - NIGHT

Renee comes in.  Fred is not there.  She goes to the door and 
peeks down the hallway.

				RENEE
			(tentatively)
		Fred?  Fred, where are you?

								CUT TO:

INT. THE MADISON HOUSE - LIVING ROOM - NIGHT

No one is in the living room now - but a SHADOW moves slowly 
across a wall.

								CUT TO:

INT. THE MADISON HOUSE - HALLWAY - NIGHT
Renee's POV - down the hallway.  There is just darkness at 
the end of the hall.  It is EERIE.  After a moment, Fred 
slowly walks out of the darkness toward Renee.  He walks out 
of the shot and the camera remains on the rectangle of 
darkness at the end of the hall.

								FADE OUT:

								 FADE IN:

INT. THE MADISON HOUSE - LIVING ROOM - DAY
Footsteps can be heard on the stairs.  Fred's head appears at 
the top of the stairway.  He comes up into the living room 
carrying a manila envelope, like the ones previously 
received.  His expression is strained.  He is alone.  Fred 
pulls a videotape out of the envelope and inserts it in the 
VCR, turns it on.  He sits on the couch and watches.  We go 
from a WIDE SHOT to a FULL FRAME SHOT of the video.

On the tape is the same nighttime interior of the house, 
accompanied by the DRONING SOUND.  The camera moves eerily 
down the hall toward the bedroom, sliding at a high angle.  
The camera turns slowly into the bedroom - looking down.

BLOOD is splattered over the floor, bed, walls.  The camera 
drifts.  THE DEAD BODY OF RENEE lies on the floor at the foot
of the bed.  She is badly mutilated.  Fred is hovering over 
her on the tape, ON HIS KNEES, A HORRIFIED, UNBELIEVING 
EXPRESSION ON HIS FACE.  On the tape, Fred turns away from 
Renee - his hands raised, dripping blood - her blood.  His 
movements are almost mechanical, constricted, as he strains 
strangely upwards seemingly against his will, as if feeling 
some enormous pressure.  He looks directly at the camera, his 
face a ghastly grimace, contorted, just before the taped 
image goes to snow.

								CUT TO:

INT. THE MADISON HOUSE - LIVING ROOM - DAY

Fred, sitting in front of the TV, shudders as the tape ends.  
He sits trembling, attempts to speak, almost chokes, and 
finally releases a tortured, warbly cry.

				FRED
		Renee!

Fred looks up as if seeing something, he starts to stand, 
-staggering, partially paralyzed.

				FRED (CON'T)
			(Shouting)
		RENEE!


								CUT TO:

INT. POLICE STATION - INTERROGATION ROOM - NIGHT
Fred's POV: A BIG FIST slams into Fred's face, knocking him 
back in a chair.  Ed and Al are standing in front of Fred.

				ED
		Stay put, killer!

The Detectives' POV: Fred's face is a bloody mask.  He is 
crying, whimpering.

				FRED
		I didn't kill her! Tell me I didn't kill
		her!

								CUT TO:

INT. JAIL CELL - DAY

Fred, his lips and eyes swollen, sits on a cot, dressed in 
jail clothes.  He studies his hands, which appear crippled.  
He flexes the fingers, slowly, painfully.

								CUT TO:

EXT. THE MADISON HOUSE - DAY

We are in back of the house tracking slowly past the bedroom 
and living room windows. Inside the house, INVESTIGATORS and 
FORENSIC EXPERTS are moving around, measuring, scraping 
samples of carpet, searching for fingerprints on furniture.

								CUT TO:

INT. CITY MORGUE - NIGHT

Renee's CORPSE on a slab is rolled into an examining room by 
an ATTENDANT.  The entrance of the body is shown reflected in 
a chrome-framed mirror that juts out from a tile wall.  The 
Attendant prepares for the impending autopsy, laying out a 
rack of instruments, positioning the corpse.  As he is doing 
these things, the MEDICAL EXAMINER enters, accompanied by his 
GIRLFRIEND.  The M.E. is dressed formally, in a tuxedo.  The 
young woman is wearing a slinky dress with a fur wrap, 
pearls, spike heels.  The couple are close; she has an arm 
through his, and she laughs, nervously.  He is smoking a 
cigarette.

				ATTENDANT
		Hi, doc. Workin' late tonight, huh?

				M.E.
		Party at the mayor's house, George.  This
		is his daughter, Joyce.

				ATTENDANT
		Howdy, Joyce.

				JOYCE
		Howdy, George.

The Attendant uncovers the body - individual parts are 
wrapped like packages from a butcher's shop, and labeled: L. 
ARM, HEAD, R. BREST (misspelled).

				M.E.
			(looking at the packages)
		Just like Christmas.

He begins to unwrap them.

				JOYCE
		I don't know if I can watch this.

The M.E. tosses his cigarette down on the floor.  The camera 
goes down on the smoking cigarette butt on the floor drain; 
smoldering there among hair and flesh gristle on the drain's 
filter screen.

				M.E.
			(Voice-over)
		Leave any time you want, lover.  I won't
		take it personally.

The camera stays on the drain as we HEAR the M.E. unwrapping 
the packaged body parts.  Joyce's high heels enter the frame 
around the drain.  She is stepping nervously, like a spooked 
horse.  The clatter of her heels is very loud.  We hear the 
M.E. chuckle.

				M.E.
			(Voice-over)
		Easy, girl, easy.

				JOYCE
		You talking to me or... her?

				M.E.
			(laughs)
		A corpse can tell you plenty, Joyce.

								CUT TO:

INT. COURTROOM - DAY

The camera is behind a female FOREMAN in the jury box.  The 
shot begins on her shoes and travels up her body as she
stands.  Over her left shoulder we see Fred standing at the
defense table. Over her right shoulder the JUDGE is seated.

				JUDGE
		Have you reached a verdict?

				FOREMAN
		Yes, we have, your honor.

				JUDGE
		Please hand it to the bailiff.

The BAILIFF goes to the Foreman, takes the paper from her, 
then takes it to the Judge.  The Judge opens it and reads it 
to himself, then hands it back to the Bailiff, who returns it 
to the Foreman.

				JUDGE
		And what is your verdict?

The camera moves to Fred, registering his tension.  The 
camera goes to the Foreman's face.

				FOREMAN
		We the jury find the defendant guilty of
		murder in the first degree.

Fred faints.  Fe is lifted up by his ATTORNEY and GUARDS in 
attendance.  Fred revives slightly.

				JUDGE
		Fred Madison, the jury having found you 
		guilty of murder in the first degree, it 
		is my order that on a date to be 
		determined, you be put to death in the 
		electric chair.

We see Fred's eyes roll open as he cranes his neck around and 
upwards, looking at the video camera high on the wall of the 
courtroom, pointing down on him.

								CUT TO:

INT. LINGERIE SHOP - DAY

MARIAN and RAQUEL, two exquisite young women, are looking 
over the merchandise.

				RAQUEL
		Did you see that about the guy who 
		chopped up his wife into a million 
		pieces?

				MARIAN
		How could I miss it?  The TV won't quit
		with that stuff.

				RAQUEL
		They're gonna cook him.

				MARIAN
		Andy's from Utah.  He says there you have 
		a choice... You can die by hanging or by 
		firing squad.

				RAQUEL
		Which would you choose?

Marian holds up a black teddy to her body.

				MARIAN
		Andy would go for this, don't you 
		think?... Firing squad, definitely.

				RAQUEL
		Do they aim for the head or for the
		heart?

				MARIAN
		The heart, I guess.

				RAQUEL
		I wouldn't... The brain would know what's 
		going on.  Your heart would be ripped 
		open trying to pump blood, blood pouring 
		into the chest cavity.  Savage pain, 
		Marian.

Raquel takes a red teddy and holds it up to her chest.

				MARIAN
		Oh, that's hot... So you'd rather be
		hung, huh?

They both giggle at the obvious joke.

				RAQUEL
		Absolutely... Soon as your neck snaps, 
		you black out.  It might take a while for 
		the body to die, but you wouldn't feel 
		it.

Marian reaches for a pair of panties with a hole in the crotch.

				MARIAN
		You might be right, Raquel.

Marian sticks a finger through the hole in the panties and 
wiggles it.  The girls giggle.  Raquel sees Andy walking into 
the store.  He is sneaking up behind Marian, and motions with 
a finger to his lips to Raquel not to say anything.  When 
Andy gets directly behind Marian, he puts his hands over her 
eyes.

				ANDY
		Guess who?

								CUT TO:

INT. PRISON - DEATH ROW - DAY

Fred, in the custody of GUARDS, wearing handcuffs and leg 
irons, is being escorted to his cell.  He appears zombie-like 
as the guards open the cell door, unlock and remove his 
shackles, and lock him in.

				GUARD
		Make yourself to home, fella.

The guards leave.  Fred stands near the cell door, begins to 
look around at the four walls, the single cot, the wash 
basin, and the toilet bowl without a seat.  He hears the 
muffled, DISTORTED NOISES - VOICES from the surrounding 
cells.  Lost voices - the voices of death row.  Fred 
realizes where he is now.  He walks over to the cot and 
slowly sinks down and sits on the edge.  Fred perched on the 
cot in his cell resembles a man adrift on a tiny raft in the 
middle of an ocean.

								FADE OUT:

								 FADE IN:

INT. PRISON - DEATH ROW - DAY

A TRUSTEE is pushing a meal cart along the row.  At each 
door, the Trustee stops and takes a tray off the cart.  He 
shoves the meal tray through a slot in the door.  We watch 
him distribute the trays down the long row of cells.

								DISSOLVE TO:

INT. PRIS0N - DEATH ROW HALLWAY - NIGHT

The hallway is quiet - distant sounds reverberate.

								DISSOLVE TO:
INT. PRISON - FRED'S CELL - DAY

Fred sits on the edge of his bed, a tray of prison food sits 
on the floor - uneaten.

								DISSOLVE TO:

INT. PRISON - FRED'S CELL   NIGHT

Fred lies awake on his cot   he stares at the ceiling.

								DISSOLVE TO:

INT. PRISON - DEATH ROW HALLWAY - NIGHT

The hallway is quiet - distant sounds reverberate.

								DISSOLVE TO:

INT. PRISON - EXERCISE YARD - DAY

This is a small narrow yard, not the large exercise yard for 
population.  This yard is for use by death row prisoners 
only, to exercise in one hour each day, by himself.  Fred is 
released into the area, which is more like a dog run.  The 
Guards watch Fred as he walks slowly up and down the exercise 
yard.

								CUT TO:

INT. PRISON - DEATH ROW - NIGHT

There is more activity on the row tonight than usual.  A 
COUPLE of MEN in suits walk through with an air of authority.

There is a building murmur among the prisoners.

								CUT TO:

INT. PRISON - FRED'S CELL - NIGHT

Fred sits on the edge of his bed, listening as sound of 
the prisoners builds.  He's shaking.

								CUT TO:

INT. PRIS0N - DEATH ROW - NIGHT

TWO GUARDS are standing at the guard station.

				GUARD #1
			(very quietly - solemnly)
		Here he comes.

Several of the men in suits, along with several GUARDS, and a 
CLERGYMAN, a PRISONER in the middle of the group, enter the 
hallway.  They proceed past the guard station down the hall.  
As the procession files by, DEATH ROW INMATES come to their 
doors and talk to the prisoner.

				INMATE #1
		See you soon, Sammy.  Don't think takin' 
		a jolt is gonna get you outta payin' me 
		back the twenty you owe me.

				INMATE #2
		Don't take it personal, pal.

				INMATE #3
		Un fuerte abrazo, amigo!

As the men march down the hallway, they pass Fred's cell.  
His window panel is empty.  The camera stops on Fred's cell 
door, as we HEAR other prisoners talking to the inmate on his 
way to the ELECTRIC CHAIR.

				INMATE #4
		Hang in there, honey.

				INMATE #5
		Keep an eye out for me, Sammy G.

								CUT TO:

INT. PRISON - FRED'S CELL - NIGHT

Fred sits on his bed, listening fearfully.  The camera stays 
on Fred as we HEAR:

				INMATE #6
		Show 'em you got big stones, bro.

								CUT TO:

INT. PRISON - DEATH CHAMBER - NIGHT

The prisoner is strapped into the electric chair.  Behind a 
glass partition WITNESSES are seated. One of the men in 
suits, the WARDEN, goes to a telephone on the wall and stands 
with his hand on the receiver.  He picks it up.

				WARDEN
			(into phone)
		Line check.
			(pause)
		Okay.

The Warden hangs up the telephone and stays next to it.

We see one of the condemned man's WRISTS being clamped with 
an electrical device.  The other wrist is clamped.

A metal halo is placed around the condemned man's head.  A 
large electrical cable leads off from the halo.

Electrically conductive ointment is smeared around the areas 
where the clamps have been placed.

The Clergyman moves close to the condemned man continuing to 
give the man his last rites.  When he is finished, he nods to 
the Warden.  The Warden approaches the condemned man.

				WARDEN
		Any final words, Sam?

The condemned man shakes his head "no".

The Warden and the others clear the room and the doors are 
locked.

The EXECUTIONER steps into place near a huge lever.  He looks 
to the Warden.

The Witnesses sit in silent anticipation.

The hands of the clock on the wall have moved past midnight.

The Warden takes one last look through a window at the 
condemned man - then nods to the Executioner.

								CUT TO:

INT. PRISON - FRED'S CELL - NIGHT

Fred sits frozen at the edge on his bed.

A distant but LOUD ELECTRICAL HUM begins.

Fred's head jerks upward to the light on his ceiling.  It has 
dimmed to almost nothing.

Fred sits in the humming darkness.

							SLOW DISSOLVE TO:

INT. PRIS0N - EXERCISE YARD - DAY

The Guards release Fred into the yard for his exercise.  At 
first the sunlight is blinding, and Fred covers his eyes.  He 
moves along the wall, tentative, his fingers feeling the way.  
Fnally he slumps down on his haunches, back leaned 
against the wall, eyes closed, letting the sun hit his face.  Very 
soon, however, the sun passes behind a cloud and Fred is 
bathed in shade.  Fred stands up, but is almost immediately 
hit by a searing pain in his head.  Fred holds his head with 
his hands, sinks down to his knees.  The Guard, who has been 
observing Fred from the doorway, comes over to him.

				GUARD
		Something wrong?

				FRED
		My... My head.

				GUARD
		Headache, huh?  Too much sun, I guess.  
		You want to come in?  Still got forty-
		five minutes outside if you want it.

				FRED
		No, no.  I want to go in.

The guard assists Fred back inside the building.

								CUT TO:

INT. PRISON - FRED'S CELL - DAY

Fred is on his cot, holding his head.  He is obviously in 
pain.  He gets up and staggers to the cell door.  Fred pushes 
a CALL button next to the door to summon a guard.  The GUARD 
comes and speaks to Fred through a double mesh opening.

				GUARD
		What's botbering you, Madison?

				FRED
		The pain is getting worse.  I need more
		aspirin.

				GUARD
		I can't give you anymore.  I'll talk to
		the doctor.

The guard leaves. Fred collapses to the floor of the cell,
writhing in pain.

								CUT TO:

INT. PRISON - INFIRMARY   DAY

Fred is brought in wearing handcuffs and leg irons, a GUARD 
on either arm.  He is placed on a chair in the middle of the 
room.  The guards stand one on each side of him.  A DOCTOR 
enters.  He is in late-middle age, with serious eyebrows.  
Fred's head is hanging down, chin on chest.  The Doctor lifts 
Fred's head and we see dark circles under Fred's eyes; his 
face is pale, teeth clenched, eyes tearing.  The Doctor takes 
a light utensil from his pocket, and inspects each of Fred's 
eyes.  He feels Fred's forehead.  After this, he allows 
Fred's head to drop down again.  The Doctor takes Fred's 
pulse.  He drops Fred's wrist.  He next takes Fred's blood 
pressure.

				DOCTOR
		You sleeping okay?

				FRED
			(strained whisper)
		I can't sleep.

The Doctor goes over to a cabinet, unlocks a drawer, and 
removes a large blue pill.  He fills a paper cup with water 
from a dispenser, goes back to Fred and places the pill in 
Fred's mouth.  The Doctor tilts Fred's head up and pours the 
water down his throat, some of it dribbling down the front of 
Fred's shirt.  The Doctor looks into Fred's mouth to make 
sure he swallowed the pill.

				DOCTOR
		You'll sleep now.
			(to Guards)
		Take him back to his cell.

The guards lift Fred by his arms, and shuffle march him out 
of the infirmary.

								CUT TO:

INT. PRISON - FRED'S CELL - NIGHT

Fred awakens on his cot.  He turns and sits up in the 
darkness.  A stream of light through the slot window 
illumines Fred's head, the forehead of which is swollen and 
discolored.  He staggers up and shuffles over to the call 
button, which he leans on.  A few moments later, a GUARD 
appears on the other side of the mesh.

				GUARD
		What is it?

				FRED
		Aspirin... fly head.  I gotta have more
		aspirin.

				GUARD
		The doctor said not to give you anything.
		You can see him in the morning.

				FRED
		But my head...

The guard looks at Fred through the window, and what he sees 
disturbs him.  The guard makes a strange face.

								CUT TO:

INT. PRISON - DEATH ROW HALLWAY - NIGHT

The guard walks away from Fred's door to the guard station, 
where another GUARD is sitting at a table, reading a 
magazine.

				GUARD #1
		Shit, that wife killer's lookin' pretty
		fucked up.

				GUARD #2
			(not looking up from his
			magazine)
		Which one?

They both laugh.

								CUT TO:

INT. PRIS0N - FRED'S CELL - SAME - NIGHT

Fred is on the floor lying on back. The camera comes 
slowly down at him from the ceiling, like a weight pressing 
on his head.  Fred's pain is demonstrably overwhelming him 
now.  He moans and rolls from side to side in the dimness, 
making grotesque, otherworldly sounds.  As the camera moves 
into a CLOSE UP, the last image of Fred's head shows the 
discolored swelling has increased.  Fred looks up, sensing 
something.

								CUT TO:

EXT. THE MADIS0N HOUSE - NIGHT

There is a "For Sale" sign posted in front.  The camera pans 
slowly as in the videotape across the front of the house.  
The interior of the house is dark, but fleetingly we are 
aware of movement, shadows inside.

								CUT TO:

INT. ANDY'S HOUSE - NIGHT

Marian and Raquel are in the living room, attired in the 
undergarments they purchased at the lingerie store.  HOT 
MUSIC is BLARING from a stereo.  Marian and Raquel are 
dancing, as sexy and wild as it is possible for them to be.  
Andy is lying on his back on the rug, dressed only in 
undershorts and socks, the girls stomping feet stepping 
furiously around his head and body.  His eyes are closed at 
first, but when he opens them, he sees their feet in a blur.  
He tries to get up, but he is too strung out, and he 
collapses again.  Marian and Raquel take him by his hands and
feet and begin pulling him around the room as they dance.  
Andy is blitzed, smiling moronically.  The girls' breasts 
tumble out of their teddies.  Raquel drops her end of Andy, 
turns up the music even louder, and dances into a frenzy.  
Marian drops to her knees, Andy's feet on either side of her, 
shaking her shoulders and whipping her hair around.  Andy 
makes another attempt to sit up - he looks at Marian, reaches 
for her but falls back, dead to the world.  Raquel and Marian 
don't quit.

								CUT TO:

INT. PRISON - FRED'S CELL - NIGHT

Fred is still curled on the floor, but spasms begin to rock 
his body.  He goes into convulsions, blood gushes from his 
nostrils.  His head is badly swollen.  Fred vomits repeatedly, 
and drags around in his mess.  Fred turns, straining upwards 
as we've seen him do before.  His face and head are hideously 
deformed.

Fred brings his shaking, tortured hand to his forehead.  He 
pulls his hand down across his face squeezing it as it goes.  
As his hand passes over his face, Fred's features are removed 
leaving a blank, white mass with eye sockets.

We move into the eye sockets and beyond.

								DISSOLVE TO:

EXT. TWO-LANE HIGHWAY - NIGHT

We see a clean moving POV illuminated by headlights.  We are 
floating down an old two-lane highway through a desolate, 
desert landscape.  This gliding, eerie POV continues until the 
headlights illuminate a figure standing at the side of the 
road.  This figure is a man, PETE DAYTON.  Pete turns, 
unsettled, as he looks directly at us as we move closer to 
him.  The ghost image of a house appears behind Pete.  There 
is a girl, SHEILA, standing on the lawn in front of the 
house.  She is afraid and is trying to communicate with Pete.  
Pete doesn't seem to hear her and continues to stare directly 
at us.  Now Pete seems to move toward us as we move toward 
him.  His head fills the screen.

								DISSOLVE TO:

INT. PRISON - FRED'S CELL - NIGHT

Fred's blank face begins to contort and take on the 
appearance, feature by feature, of Pete Dayton.

Fred Madison is becoming Pete Dayton.

								FADE OUT:

								 FADE IN:

EXT. PRISON - DAWN

We watch the sun rise outside the prison, ascending over the 
strands of barbed-wire above the wall.

								 CUT TO:

INT. PRISON - DEATH ROW - MORNING

A GUARD is making his early morning rounds.  He stops at each 
cell and looks in, making a mark with a pencil on a piece of 
paper on a clipboard. when he comes to Fred's cell, he is 
about to make a check-mark, but looks in again and appears 
confused.  THE MAN INSIDE IS NOT FRED.

				GUARD
		Who are you?  What are you doing in this
		cell?

The MAN in the cell sits still on the cot, staring straight 
ahead.  The man is thin, younger than Fred.

								CUT TO:

INT. PRISON - DEATH ROW HALLWAY - MORNING

The guard hurries over to the guard station.  He picks up the
telephone and dials.  He begins to sweat.

				GUARD
		This is Johnny Mack at station 8. Yeah, 
		look, somethin' crazy's happened.  No, I 
		mean, Madison ain't in his cell.  No, 
		there's somebody in there, but it ain't 
		Madison! Right, right.  Okay... Captain 
		Henderson's comin''?... Right.

Johnny Mack hangs up.  He sweats.  He walks back down the row 
and looks in again at Fred's cell.

				JOHNNY MACK
		F-u-u-u-ck me!

He walks back to the station.  A supervisor arrives, CAPTAIN 
HENDERSON.
	
				CAPTAIN HENDERSON
		Now, Mack, what's the situation?

				JOHNNY MACK
		I'm not entirely certain, Captain.
		You'll have to see for yourself.

Together they walk quickly to Fred's cell and look in.

				CAPTAIN HENDERSON
		That's not Fred Madison?

				JOHNNY MACK
		No, sir, it's not.

				CAPTAIN HENDERSON
		Who is it?

				JOHNNY MACK
		I couldn't say, sir... Captain Henderson?

				CAPTAIN HENDERSON
		Yeah, Mack?

				J0HNNY MACK
		Captain... this is some spooky shit we
		got here.

								CUT TO:

INT. PRISON - WARDEN'S OFFICE - DAY

Captain Henderson is standing in front of a desk, behind 
which the Warden is seated.  A nameplate on the desk reads: 
WARDEN MARSHALL R. CLEMENTS.

				WARDEN
		Repeat that, Bill.

				CAPTAIN HENDERSON
		Warden, it's not him.  It .was not Fred
		Madison in that cell.

				WARDEN
		Of course, it's Madison!!! Who else
		could it be?

				CAPTAIN HENDERSON
		I don't know.  The guards say they've
		never seen him before.

				WARDEN
		Where is he now?

				CAPTAIN HENDERSON
		He's in the infirmary, being examined.

				WARDEN
		Did you ask him who he is?

				CAPTAIN HENDERSON
		He... He can't talk. it appears as if he
		can't talk, anyway.

				WARDEN
		If he's not Madison, then where's
		Madison?

				CAPTAIN HENDERSON
		I've got men searching the building and
		the grounds now.

The Warden stands up and comes around the desk.

				WARDEN
		I want to take a look at this man myself.

								CUT TO:

INT. PRISON - INFIRMARY - DAY

The man from Fred's cell is just finishing being 
fingerprinted.

The doctor with serious eyebrows - DR. ROGOFF - is inspecting 
the man's face.  The Warden enters with Captain Henderson.
GUARDS are standing by the door and at strategic spots in the
room.

				WARDEN
		What is this, Rogoff?

				DR. ROGOFF
		I don't know yet.

Dr. Rogoff begins to draw blood from the man's arm. He takes
several vials.  The man watches the blood coming out of his
arm, but doesn't seem to understand where he is or what is 
happening to him.

				WARDEN
		Who is this man?

				DR. ROGOFF
		He's just been fingerprinted, and I'll 
		run these blood tests right away.  We'll 
		find out soon enough.

Dr. Rogoff opens the man's mouth and peers in with a pencil 
light.

				WARDEN
		He's not Madison?

				DR. ROGOFF
			(slowly, deliberately
		Not even close.

Dr. Rogoff stands up, puts the light in his breast pocket.

				DR. ROGOFF (CON'T)
		I examined Madison last night, Marshall.
		He had a headache.

				WARDEN
		A headache?

				DR. ROGOFF
		I did a routine once-over, and gave him a 
		sleeping pill.  I've never seen this man 
		before.  Neither have the guards.  I 
		don't think he's in the system.

The Warden moves closer to the man - he looks closely at him.

				WARDEN
		Where the hell did you come from, mister?

CLOSE UP OF THE MAN - he's staring straight up.

								CUT TO:

INT. PRISON - WARDEN'S OFFICE - DAY

Present are the Warden, Captain Henderson and TWO other 
PRISON OFFICIALS.  The Warden is looking at a computer next 
to his desk.

				WARDEN
		Well, gentlemen, we know who the stranger
		is. His name is Peter Raymond Dayton.
		He's twenty-four years old.  His birthday
		is April 21st.  He was born and raised
		right here.  He lives with his parents,
		William and Claire Dayton at 814 Garland
		Avenue.  Pete Dayton was arrested five
				(MORE)

				WARDEN (cont'd)
		years ago for auto theft, for which he 
		was put on probation for one year.  That 
		was his first and only offense.  No 
		record since then.

Warden Clements looks up, takes a deep breath and stares at 
the men in front of him.

				WARDEN (CON-T)
		How about Madison?  Have we had even a
		hint of his whereabouts?

				CAPTAIN HENDERSON
		Nothing, Marsh.  Vanished.  There's an 
		APB out on him.  His photo's been faxed 
		nationwide.

				PRISON OFFICIAL #1
		I had a call from the governor's office
		about this.

				WARDEN
		How the hell does she know?

				PRISON OFFICIAL #1
		There's press outside right now.

				WARDEN
		How the hell... 7



				CAPTAIN HENDERSON
		One of the guards must have leaked it.

				WARDEN
		What's the word on the street?

				PRISON OFFICIAL #2
		Only that Madison has apparently escaped.
		Nothing about the other guy.

				WARDEN
		Good, let's keep it that way.  Keep a lid
		on Dayton.  Nothing gets out about him.

								CUT TO:

INT. PRISON - DEATH ROW - DAY

Johnny Mack walks down the row and enters Fred's cell.

								CUT TO:

INT. PRISON - FRED'S CELL - DAY

Johnny Mack looks around, up and down the walls, half peers 
under the cot, then - checking first to see no other guard is 
watching him - he looks inside the toilet bowl, then gets 
down on his knees and really looks under the cot.  He gets up 
and sits down on the bed.  He rubs a hand over his face.  
Johnny Mack is clearly perplexed.

								CUT TO:

INT. PRISON - MEDIA ROOM - DAY

A press conference is being held.  Present are REPORTERS, TV 
cameras, et al.  The Warden and Captain Henderson represent 
the prison.

				WARDEN
		I have a statement to read... Fred 
		Madison, an inmate being held on death 
		row has, apparently... has escaped.  An 
		all-points bulletin has been issued to 
		authorities not only statewide, but 
		nationwide.  We are confindent that he 
		will be apprehended very soon.  No 
		further details are available at this 
		time.  Thank you very much.

				REPORTER
		Warden, nobody's ever escaped from death
		row before.  How did he get out?

The Warden and Captain Henderson leave the room without 
answering.

								CUT TO:

INT. PRISON - LONG CORRIDOR - DAY

Pete's parents, BILL and CLAIRE DAYTON, escorted by a PRISON 
GUARD, are approaching the Warden's office.  It is a long 
walk along the corridor and the camera examines them in 
detail as they get closer and closer to the office.  The 
Daytons are a middle-aged, San Fernando Valley couple.  Bill 
Dayton is wearing a sport shirt with the short-sleeves rolled 
up. His skin is leathery, tanned and his thinning hair is 
slicked back in a duck-tail.  He's working-class, ex-biker.  
Claire Dayton was obviously a good looking "chick" who's gone 
to seed from too much sun, cigarettes and booze.  She retains 
the remnants of a good figure, but it's going fast.  Claire 
is wearing sunglasses.

								CUT TO:

INT. PRISON - WARDEN'S OFFICE - DAY

The Daytons are ushered in by the guard.  The Warden is 
standing behind his desk.  Dr. Rogoff is standing to one 
side, and next to him is Captain Henderson.  The Daytons 
stand just inside the room for a moment before the Warden 
extends his right hand.

				WARDEN
		I'm Warden Clements.  This is Captain 
		Henderson and Dr. Rogoff.  Please, sit 
		down.

Bill and Claire move to the chairs in front of the desk and 
sit down.  The Warden, Dr. Rogoff and Captain Henderson all 
sit down.

				WARDEN (CON'T)
		Mr. and Mrs. Dayton, as you were told 
		over the phone, your son, Peter, is here.

Claire Dayton removes her sunglasses.  She and Bill wait -
the warden is searching for words.

				WARDEN (CON'T)
		He... He was discovered this morning... 
		in a cell on death row.

Bill and Claire look at each other - bewildered.

				WARDEN (CON'T)
		A cell that was supposed to be
		occupied by an inmate named Fred Madison.

				BILL
		The wife killer?

				WARDEN
		Yes.

				CLAIRE
		How is this possible, Warden?

The warden shakes his head.

				WARDEN
		...Tell me, what was Peter's condition 
		the last time you saw him?

Bill and Claire look at each other again - briefly.

				BILL
		His condition?  What do you mean?

				WARDEN
		His physical condition.

				BILL
			(hesitates)
		Same as always.  Pete takes care of
		himself.

Bill and Claire look at each other once again.

				CLAIRE
		I saw him before he went to the garage 
		day before yesterday.  He's a mechanic. 
		Look, is he okay?  Can we see him?

The Warden looks at Dr. Rogoff.

				DR. ROGOFF
		He has a hematoma on his forehead and a 
		condition called blepharitis... that's 
		redness and swelling around the eyes.

				BILL
		Was he in a fight?

				DR. ROGOFF
		These conditions don't indicate a fight.

				CLAIRE
		But what is the cause then? ... And how
		did he get in that cell?

				DR. ROGOFF
		He can't talk.  Or won't.

				BILL
		That doesn't sound like Pete.

				DR. ROGOFF
		Your son has experienced some sort of 
		trauma, I'm afraid.  We were hoping that 
		the two of you could help explain the 
		cause of the trauma and how he came to be 
		here.

				CAPTAIN HENDERSON
		You don't know Fred Madison?

				BILL
		No... Only what was in the news.

				CAPTAIN HENDERSON
		Do you think Pete knows him?

				CLAIRE
		I wouldn't know how.

				WARDEN
			(to Claire)
		You say you haven't seen your son since
		the day before yesterday?

				CLAIRE
		When he went to work, right.

				WARDEN
		What about yesterday?

				CLAIRE
		He didn't come home.

				BILL
		Sometimes he stays at a friend's.

				CAPTAIN HENDERSON
		Any particular friends?

				BILL
		A girl's, a buddy's.  I don't know.  He's 
		his own man; he comes and goes as he 
		pleases.

				CLAIRE
		I want to see him.

				WARDEN
		Yes, and we need to talk to him... if we
		can.
			(to Dr. Rogoff)
		Mel, let's get Peter in here.

Dr. Rogoff leaves the room.  While he's gone, nobody talks, 
increasing the tension.  Dr. Rogoff returns with Pete Dayton, 
dressed in his own clothes: jeans, boots, sport shirt.  
Pete's forehead is lumpy and his eyes are red and swollen.  
He can walk, but unsteadily.

Pete looks around the room - sees his parents.

Claire jumps up.

				CLAIRE
			(tenderly)
		Pete...

She and Dr. Rogoff help get Pete settled in a chair.  Bill is 
taken aback at the sight of his son, but says nothing.

				WARDEN (CON'T)
		Pete, can you tell us now, anything about
		this?

				CLAIRE
		Pete, what happened to you?

Pete has a dazed look on his face.  He starts to speak, then 
stops.

				CLAIRE (CON'T)
		It's okay.  Take your time, honey.

Pete's gaze drifts from his mother's face around the room and 
back to her face.

				PETE
			(afraid - quiet)
		Where ... am I?

The Warden and Captain Henderson look to Dr. Rogoff.

				DR. ROGOFF
		You're in the state penitentiary.  You
		were found in a cell on death row.

				PETE
		My head hurts.

Pete rubs his head like it's about to explode with pain.

				WARDEN
		A man named Fred Madison was occupying 
		that cell.  He's missing. we're trying 
		to find out how it is you were in there 
		and not him.

				PETE
		I... I don't know.

				CAPTAIN HENDERSON
		Do you know Fred Madison?

				PETE
			(straining)
		No.

There is a silence in the room, as Pete massages his 
throbbing temples.

				CLAIRE
			(worried)
		Warden, can we take him home?

The Warden looks at Dr. Rogoff.

				DR. ROGOFF
			(to Warden)
		From a medical standpoint, I don't see
		why not.

				CAPTAIN HENDERSON
		We need to find out what happened here.

				BILL
			(standing up)
		Have you made any charges against him?

				WARDEN
		No.

				BILL
		Then he's coming home with his mother and
		me.

				WARDEN
		All right... but you see our 
		predicament... Legally we can't hold 
		him, but he may be able to help us... 
		perhaps later.  For now, he's free to 
		leave.

Bill and Claire help Pete up and carefully escort him out of 
the warden's office. With a nod from the Warden, the guard 
accompanies them out of the room.  The Warden, Captain 
Henderson and Dr. Rogoff stand but remain in the office.

				CAPTAIN HENDERSON
			(to warden)
		You just gonna let him go?

				WARDEN
		We'll get a tail put on him.

								CUT TO:

EXT. DAYTON HOUSE - SAN FERNANDO VALLEY - DAY

Bill, Claire and Pete pull into the driveway of a bleached 
out, 60's ranch-style house on a street lined with many more 
of the same.

Bill and Claire get out of the car first, then help Pete out 
and up into the house.

								CUT TO:

INT. DAYTON HOUSE - DAY

Bill and Claire take Pete to his room, which has a bed, desk, 
two chairs and a sea of disassembled motorcycle parts 
belonging to a classic Indian motorbike which Pete is 
rebuilding.  Each part is shiny and clean.

Pete sits down on his bed and looks up at his parents -
shaking his head with confusion and embarrassment.

				BILL
		Just rest easy, Pete. You're gonna be
		okay.

				CLAIRE
		Are you hungry, honey?  I'll fix you
		something.

				PETE
		No... I don't feel so good.  I would 
		like some aspirin.

				CLAIRE
		Coming up.

							DISSOLVE TO:

INT. DAYTON HOUSE - NIGHT 

Pete sleeps.

In the living room, Bill is drinking a beer and watching 
television.

In the kitchen, Claire is finishing the dishes.  She goes 
into the living room and leans down and whispers something in 
Bill's ear.  Bill nods and Claire walks quietly down the 
hallway and opens Pete's door.

She looks in on him sleeping.  

								CUT TO:

EXT. DAYTON HOUSE - DAY

An unmarked police car pulls up across the street from the 
Dayton house.  In the front seat are the Detectives, Ed and 
Al. Al, who is on the passenger side, is holding two 
styrofoam cups filled with coffee.  Ed removes from his 
inside jacket pocket a 5" x 7" photo of Pete Dayton, which he 
props up on the dashboard so that it is visible for both 
himself and Al.  Al hands one of the cups to Ed.

				ED
		Thanks, Al.

Al studies Pete Dayton's face in the photo.

				AL
		Now we'll see what this son of a bitch is
		up to.

				ED
		Yeah.


Ed and Al sip their coffee and stare at the house.

								FADE OUT:

								 FADE IN:

EXT. DAYTON HOUSE - BACKYARD - DAY

Pete Dayton is lying on a chaise lounge.  His forehead is 
still swollen, but his eyes are less red.  He stares up into 
the sky - a hot breeze blows over him.

								  CUT TO:

INT. DAYTON HOUSE - DAY

The camera moves slowly through the interior of the empty 
house cast with shadows.  The refrigerator running is the 
only sound.

								  CUT TO:

EXT. DAYTON HOUSE - BACKYARD - DAY

Pete slowly moves up to a sitting position, then stands.  He 
stretches and walks around the yard feeling the dry, 
unwatered lawn on his bare feet.

He walks over and leans over the neighbor's fence.  His eyes 
fall on a plastic toy boat floating in b child's plastic
swimming pool.  He watches the boat as the warm breeze blows 
it lazily in a circle.

A small plane drones overhead.

In the distance, a WOMAN finishes hanging out some wash and 
goes in the back door of her house.  The slamming of her 
screen door sounds a thousand miles away.

Pete continues to observe these seemingly peaceful 
surroundings - but something doesn't feel right to him.

								CUT TO:

INT. DAYTON HOUSE - NIGHT

Pete is eating a sandwich - he is looking much better.
Claire opens a bag of chips and sets them in front of Pete as 
Bill comes in the front door.

				CLAIRE
		I'm in the kitchen.

Bill comes in and pops a beer - looks around.

				BILL
		Where's Pete?

				CLAIRE
		Out in back.

				BILL
		You talk to him?

				CLAIRE
			(urgent)
		No... Here he comes.

Their gazes follow a path from the backyard into where Pete 
has been sitting all the time.

				BILL
		How're you feelin'?

Pete looks at his parents - he can't figure out what has just 
happened.

				PETE
			(unsure - brow furrowed)
		Better.

				BILL
		Arnie called this morning while you were 
		sleepin'.  They miss you pretty bad down 
		at the garage.  I told 'im you still had 
		a "fever".

				PETE
		Okay.  Thanks.

				BILL
		Nice to know they can't seem to get along
		without ya.

				PETE
		Yeah.

				BILL
		You really don't remember the other
		night, do you?

				PETE
		What night is that?

				BILL
		The night before you showed up in the
		slammer...

				CLAIRE
		Do you remember?

				PETE
		No... I don't.  Why?

Bill and Claire just stare at him.  Pete shakes his head and 
takes another bite of his sandwich - but inside the worrisome 
feeling returns.

								DISSOLVE TO:

INT. DAYTON HOUSE - PETE'S BEDROOM - NIGHT

Pete is stretched out on his bed watching television.  He 
hears the front door bell ring - footsteps, and a moment or 
two later the door to his bedroom opens and three of his 
friends, CARL, LANIE and STEVE ("V") saunter in.

				"V"
		Where the fuck have you been?

Pete pulls himself up to a sitting position.

				PETE
		Hey.

				CARL
		You look like shit.

				LANIE
		What happened?

				PETE
		Just haven't been feelin' well.

				"V"
		You're not contagious are you?

				PETE
		I don't think so.

				"V"
		Good... You up for a drive?

				PETE
		Where to?  Hey, Lanie, I heard you were
		out of it for a while, too.

				LANIE
		They found a cyst on my god damn ovary.  
		Had to cut it out.  You wanna see the 
		scar?

Lanie pulls up her shirt and pulls down her pants a ways
revealing a fresh scar about three inches long.

				CARL
			(winking)
		Hadn't slowed her down none.

				LANIE
			(smacking him)
		Shut up, bone-head.

Then Lanie laughs good-naturedly.

				"V"
		Just goin' up'ta "Tops"... Maybe the "Ten
		Pin".

				PETE
		Sheila'll be at "Tops".

				"V"
		Sure, what's wrong with that?

				PETE
		Okay.

Pete hauls himself up off the bed and throws on a black
leather jacket.

The four of them go through the living room where Bill and 
Claire are drinking and watching TV.

				PETE
			(to Bill and Claire)
		Goin' out with these clowns for a while.

				BILL
		Do ya good.

After Pete leaves with his friends, Bill and Claire look at 
each other.

								CUT TO:

INT. "V'S" CAR - VAN NUYS BOULEVARD - NIGHT

"V" drives a black, beat-up '66 Grand Prix.  Carl and Lanie 
are in the back seat, and Pete rides shotgun.  The four of 
them., are cruising down Van Nuys Boulevard along with many 
other MUSCLE CARS and LOW-RIDERS filled with KIDS looking for
action. "V's" car is making a hell of a noise.

				PETE
		I hate ridin' in this fuckin' car.

				CARL
		Take it easy, Pete, "V" loves this rod.

				"V"
		Look at that goin' my way.

"V" has seen a couple. of GIRLS in short, tight dresses 
walking up the boulevard.

				"V" (CON'T)
		Oh my, oh my.

				LANIE
		Keep it in your pants, "V".

Some big cars nearby rev their engines.  "V" guns his car and 
it lurches roughly forward.  The sound of the rough running 
engine reverberates in Pete's brain.

				PETE
		This rod is a fuckin, embarrassment,
		Carl.  Whatiya burn in this thing, "V"?

				"V"
		Texaco... What's wrong with that?

				PETE
		Listen.

				"V"
		You gotta be kiddin'... This is the 
		boulevard... You can't hear yourself 
		think.

Pete shakes his bead with disgust.

"V" pulls the car off the boulevard into "Tops" drive-in.  
Cars are lined up at the "to go" window and all along the 
side of the building where people are hanging out under a 
long metal awning.  MUSIC is playing LOUD.

"V" pulls into a parking spot by the awning.  The headlights 
illuminate a group of HIPSTERS - some dancing, some just 
hanging out.  THREE or FOUR GIRLS hanging out together turn 
toward "V's" car.  They see Pete in the front seat, and one 
of the girls, Sheila, smiles and walks toward him.

				SHEILA
		Hey.  Where have you been?

Pete talks to her through the open window while "V", Carl and 
Lanie climb out through "V's" door.  "V" leans back in.

				"V"
			(to Pete)
		You want somethin'?

				PETE
		No, I'm okay.

"V" walks off with the others to the "take out" window.
Sheila leans in closer to Pete.

				SHEILA
		I missed you.

				PETE
		Yeah?...

				SHEILA
		Yeah.

Sheila's girlfriends saunter over and lean on the car around 
her - looking in at Pete.

				GIRL #1
		What happened to your face?

				PETE
		Nothin'.

				SHEILA
		What are you guys doin'?

				PETE
		Guess we're goin' over to the "Ten Pin".

				SHEILA
		You want some company?

				PETE
		Sure.

"V", Carl and Lanie return with burgers and drinks.  "V's" 
got a mouthful of burger.

				"V"
			(muffled)
		What's happenin'?

				PETE
		They're comin' with us.

				"V"
			(muffled and spitting)
		Pile in.

Sheila and her girlfriends jump in the car with "V", Carl, 
Lanie and Pete.  "V" fires up the rough-running engine and 
pulls out - leaving behind a cloud of smoke.

								CUT TO:

INT. TEN PIN BOWLING ALLEY - NIGHT

The bowling alley is divided into a game room area, a bar/ 
restaurant area and a bowling area.

Pete and the group stroll into the bar and take a large 
booth.  MUSIC is playing LOUD.

A WAITRESS takes orders for drinks.

Bowling pins clatter loudly in the distance.

"V" takes one of Sheila's friends and dances with her.

Sheila takes Pete by the arm and pulls him up to dance.  The 
music is fast, but they dance slow.

				SHEILA
		Why haven't you called me?

				PETE
		Sorry... I...

Sheila looks around and moves closer to Pete.  She whispers 
urgently, worried.

				SHEILA
			(whispering)
		What's happening to you?  What happened
		to your face?

				PETE
		I don't know.

				SHEILA
			(whispering)
		What do you mean? ... You've been acting
		strange lately ... Like the other night.

				PETE
		What night?

				SHEILA
		Last time I saw you.

				PETE
		I don't remember... What happened that
		night?

				SHEILA
		You sure weren't acting like the Pete
		Dayton I've always known.

				PETE
		Whatiya mean?

				SHEILA
		You were acting like a different person.

Pete laughs, but Sheila doesn't.

				PETE
		Who else could I be7

Sheila stares seriously at Pete, but then laughs too.

				SHEILA
		I don't know.

Sheila leans in very close to Pete and whispers in his ear.

				SHEILA (CON'T)
		You still care about me?

				PETE
		Sure.  Sure I do.

Sheila pushes her mouth on Pete's and they kiss., Pete breaks 
away - looks at Sheila - serious.

				PETE (CON'T)
		What else about that night?... Did
		anything happen?

				SHEILA
		You really don't remember?

				PETE
		No... I told you.

				SHEILA
		It was weird...

				PETE
		Whatiya mean, Sheila?

				SHEILA
		I don't want to talk about it...

				PETE
		Sheila?!

				SHEILA
		No... I really don't want to talk about
		it.

								CUT TO:

EXT. TEN PIN BOWLING ALLEY - NIGHT

Ed and Al sit in their unmarked police car watching the 
bowling alley entrance and "V's" car.

								FADE OUT:

								  CUT TO:

EXT. DAYTON HOUSE - MORNING

Pete fires up his souped up Camaro and listens happily to the 
engine purring.  He eases the big Camaro out of the driveway 
and blasts off down the street.

								  CUT TO:

EXT. ARNIE'S GARAGE - MORNING

Pete cruises into his parking place and cuts the engine.  
ARNIE comes rushing toward him, sporting a big smile.

				ARNIE
		Wonderful!!... Wonderful to see you,
		Pete.  How are you?

				PETE
			(climbing out of the Camaro)
		Feeling good, Arnie.  Ready to get to 
		work.

				ARNIE
		Wonderful, Pete.  Really wonderful.  
		Alotta people Pete... alotta people are 
		gonna be very happy.

Arnie takes Pete by the arm and they go inside the garage.

								CUT TO:

INT. ARNIE'S GARAGE - MORNING

Other MECHANICS give Pete the "hi" sign and yell their 
greetings over the din.  Arnie pulls Pete closer and shouts.

				ARNIE
		Mr. Smith has been waiting for you and
		Mrs. Trueworthy.  Can you take care of
		Mr. Smith now?

				PETE
		Sure.

				ARNIE
		Mr. Eddy's called every day... Can I call
		him to come in?

				PETE
		Sure, Arnie.  Bring 'em on, I'm ready.

Pete walks over to a Ford Station wagon and pops the hood.  A 
happy MR. SMITH comes out of the office to join Pete at his 
car.

								  CUT TO:

EXT. ARNIE'S GARAGE - MORNING

Ed and Al pull to a stop down the street from the garage.  Ed 
kills the engine and they stare at Arnie's.

								DISSOLVE TO:

INT. ARNIE'S GARAGE - DAY

Pete is leaning down into the engine well of a Chevy Caprice 
working hard for Mrs. Trueworthy.

Arnie's Garage is busy.

								  CUT TO:

EXT. ARNIE'S GARAGE - DAY

A large black Mercedes 600 Pullman pulls into the garage.

								  CUT TO:

INT. ARNIE'S GARAGE - DAY

The Mercedes pulls to a stop and MR. EDDY and TWO of his 
ASSISTANTS climb out.

Arnie waves to Mr. Eddy from the office.

				MR. EDDY
		PETE!!! WHERE'S PETE?!!

Pete comes up out of the well and turns.  When he sees Mr. 
Eddy, he heads across ihe garage to greet him.  Mr. Eddy 
opens his arms wide and embraces Pete.  When he pulls away, 
he sees Pete's face.

				MR. EDDY (CON'T)
		What happened?  Somebody givin' you
		trouble?

				PETE
		No, it's nothin'... I'm all right.

				MR. EDDY
		Because if anybody's givin' you trouble, 
		Pete, I can take care of the problem... 
		like that.
			(snaps his finger - loud)

				PETE
		No, no... It's okay, Mr. Eddy.

				MR. EDDY
		I mean it, Pete... Like THAT!!
			(snaps his finger - loud)

				PETE
		Thanks, Mr. Eddy ... whatiya need?  Just
		the regular tune-up?

				MR. EDDY
		I want you to ride with me.  Somethin'
		doesn't sound right.

				PETE
		Okay... Lemme clear it with...

				MR. EDDY
		It's okay with Arnie... Come on, let's
		go.

								CUT TO:

EXT. ARNIE'S GARAGE - DAY

Ed and Al don't notice that Pete is in the big black 
Mercedes, as it cruises past them.

								CUT TO:

INT. MR. EDDY'S 600 PULLMAN - DAY
Mr. Eddy drives.  Pete is in the passenger seat up front, and 
the two, stone-faced assistants ride in back.

				MR. EDDY
		Now listen... It only happens when I'm 
		accelerating.  I think it's the 
		carburetors.

Mr. Eddy pulls out after a light turns green and gives the 
car a stab forward.

				PETE
		No, it's not the carburetors.  Pull over,
		but keep it runnin'.

Mr. Eddy smiles as he pulls over.

				MR. EDDY
		Best god damn ears in town.
			(to the guys in back)
		You guys are lookin' at him.  The man
		with the best god damn ears in town.

When the car stops, Pete gets out, pops the hood and 
disappears down by the engine.

Mr. Eddy sits, smiling at Pete as he works.

Pete pops up and gives Mr. Eddy the "thumbs up" and gets back 
into the car.

				PETE
		Give that a try.

				MR. EDDY
		All right!

Mr. Eddy carefully pulls out into traffic and accelerates 
when he gets the chance.

				MR. EDDY (CON'T)
		Beautifull Smooth as shit from a duck's
		ass.  Let's take a ride.

				PETE
		Whatever you say, Mr. Eddy.

Mr. Eddy hangs a right turn and heads up into the hills.

								DISSOLVE TO:

EXT. MULHOLLAND DRIVE - DAY

Mr. Eddy takes the big Pullman along the scenic Mulholland 
Drive - cruising smoothly.  A silver-gray Infiniti is moving 
up fast behind the Mercedes.

								  CUT TO:

INT. MR. EDDY'S 600 PULLMAN - DAY

Mr. Eddy looks into his rearview mirror.

				MR. EDDY
		Oh, shit... Is that what I think it is?

Pete turns and looks back.  A car is TAILGATING them, the 
silver-gray Infiniti.  The two assistants in the backseat 
turn nonchalantly to take a look - then they return their 
look to Mr. Eddy.

Mr. Eddy starts to take a slow burn - keeps looking at the 
Infiniti in the rearview mirror.

The assistants look to one another take a deep breath.

Mr. Eddy slows slightly and then keeps the Pullman steady at 
32 m.p.h. The Infiniti moves up ten feet behind the Pullman, 
and blows its horn.

Mr. Eddy rolls down his window.

The assistants are paying close attention - they buckle their 
seatbelts.

Pete notices a tension in the car.  He watches Mr. Eddy's 
face.

Mr. Eddy pulls slightly to the right of the road, pastes a 
polite, courteous smile on his face, puts his left arm out 
the window and waves the Infiniti by.

The Infiniti jets forward and swerves around the Pullman.  
When the cars are side by side, the irate DRIVER in the 
Infiniti gives Mr. Eddy "the bird" and flies past.

CLOSE ON MR. EDDY'S RIGHT FOOT as it slams down on the gas 
pedal.

The Pullman catapults forward toward the Infiniti.

Pete is thrown back - he grabs on to the door handle and the 
seat for support.

The Pullman gains on the Infiniti in a flash.  The Infiniti 
tries to go faster, but Mr. Eddy's Pullman has much more 
power.

				MR. EDDY
			(clenched teeth)
		This is where power and mechanical
		excellence pays off.

Mr. Eddy jams the Pullman into the back of the Infiniti and 
pushes it faster and faster along Mulholland.  The Driver of 
the Infiniti tries to brake and blue-gray smoke streams out 
from beneath the Infiniti with a scream of burning rubber.

At a turn, Mr. Eddy steers his massive Mercedes and the 
Infiniti ahead on a gut-wrenching path off the road, up a 
mountain and into a little glade of trees.  Dust and brush 
fly everywhere.

Mr. Eddy and his assistants leap from the Pullman and make 
for the Driver's side of the Infiniti.

Mr. Eddy throws open the Infiniti's door and pulls the 
trembling and screaming Driver out like a rag doll.

Mr. Eddy pulls out his .44 Ruger Blackhawk and pistol whips 
the Driver to the ground.  He smashes the butt of his gun 
across the man's face, tearing a gash which starts to gush 
with blood.

Mr. Eddy's assistants each draw .45's and point them at the 
Driver.

Mr. Eddy, red-faced with anger, leans close to the man.

				MR. EDDY
		DON'T YOU EVER FUCKIN' TAILGATE.

Mr. Eddy hits the Driver in the side of the head with his 
gun.

				MR. EDDY (CON'T)
		WHAT DID YOU SAY?

				DRIVER
			(scared shitless)
		I...	I didn't say anything...

				ASSISTANT #1
		Tell him you won't tailgate.

				MR. EDDY
		EVER!!!!

				DRIVER
		I won't ever tailgate.

				MR. EDDY
		DO YOU KNOW HOW MANY FUCKIN' CAR LENGTHS
		IT TAKES TO STOP A CAR AT 35 M.P.H.?

				DRIVER
		No.

				MR. EDDY
		SIX FUCKIN' CAR LENGTHS... THAT'S ABOUT A 
		HUNDRED AND SIX FUCKIN' FEET, MISTER! 
		YOU WERE FOLLOWING TEN FEET BEHIND ME... 
		IF I'D HAD TO STOP SUDDENLY, YOU WOULD 
		HAVE HIT ME.  I WANT YOU TO GET A 
		DRIVER'S MANUAL, AND I WANT YOU TO STUDY 
		THAT MOTHERFUCKER... AND I WANT YOU TO 
		OBEY THE GOD DAMN RULES.  FIFTY FUCKIN' 
		THOUSAND PEOPLE WERE KILLED ON THE ROAD 
		LAST YEAR.
			(hitting the driver once again
			- hard)
		CAUSE OF FUCKIN' ASSHOLES LIKE YOU.
		TELL ME YOU'RE GONNA GET A MANUAL.

				DRIVER
		I'll get a manual.
			(almost a whisper)
		and study it.

				MR. EDDY
			(kicking the man)
		FUCKIN' "A".

Mr. Eddy and his assistants return to the Pullman - get in 
and slam their doors.

Mr. Eddy throws the Pullman into reverse and pulls back off 
the hill onto Mulholland Drive.  He eases the car into 
"drive" and leaves the crying and beaten tailgater behind.

								CUT TO:

INT. MR. EDDY'S 600 PULLMAN - DAY

Mr. Eddy rotates his neck - shaking out some adrenaline 
remnants.  Pete is visibly shaken by what he has seen.

				MR. EDDY
		Sorry about that, Pete, but tailgating is
		one thing I can't tolerate.

				PETE
		I can see that.

				MR. EDDY
		I'll bet you know how many car lengths it
		takes to stop at... say 45 m.p.h.

				PETE
		Eight, nine car lengths.  A hundred and
		sixty-two feet.

				MR. EDDY
		At sixty?

				PETE
		Fifteen car lengths.  About two hundred
		and seventy feet.

				MR. EDDY 
			(to his companions in the 
			reariew)
		What'd I tell ya.

Mr. Eddy smiles and they continue along their way.

								CUT TO:

EXT./INT. ARNIE'S GARAGE - DAY

The Pullman pulls off the street into Arnie's.  Mr. Eddy and
his assistants stay in the car.  Pete opens his door.

				MR. EDDY
		Wait a minute ...

Mr. Eddy takes out a couple of one hundred dollar bills and 
puts them into Pete's hand.

				PETE
		Thanks, Mr. Eddy.

				MR. EDDY
		No... Thank you!... I'll be bringin' the
		"Caddy" by tomorrow.

Mr. Eddy reaches into the glove compartment and takes out a 
videotape.  He holds it out to Pete.

				MR. EDDY (CON'T)
		You like pornos?

				PETE
		Pornos?

				MR. EDDY
		Yeah.  Give ya a boner.

				PETE
		No thanks, Mr. Eddy.

Mr. Eddy tosses the tape back in the glove compartment.

				MR. EDDY
		Suit yourself, champ.

				PETE
		Okay... Well, I'll see ya then.

				MR. EDDY
		You will.

								CUT TO:

EXT. ARNIE'S GARAGE - DAY

Ed and Al are staring at the Pullman.  They see Pete get out. 
They notice the man driving the Pullman.

				ED
		You recognize that guy?

				AL
		Yeah... Laurent.

								FADE OUT:

								 FADE IN:

EXT. DAYTON HOUSE - MORNING

Pete walks out his front door with a lunch box and jumps in 
the Camaro.

He fires up the big engine and heads off for work.

Ed and Al follow.

								DISSOLVE TO:

INT. ARNIE'S GARAGE - DAY

Pete is on a skate - working under a car.  The radio is on 
and a tune comes on that begins to drive Pete crazy - it 
gives him a headache.  The tune is one of Fred Madison's be-
bop saxophone pieces.  Pete gets out from under the car and 
goes to the radio.  He changes the station.  PHIL, another 
mechanic working nearby, looks at Pete.

				PHIL
		Why'd you change it?  I liked that.

				PETE
		Well, I didn't.

Pete rubs his throbbing head and when he gets back under the 
car, he lays on the skate - unable to work.

A car horn honks and the sound reverberates inside the 
garage.

Pete looks up - from under the car he sees the wheels of a 
Cadillac roll up just outside the open garage doors.  He sees
a car door open and Mr. Eddy's feet appear and walk in his 
direction.

Pete winces and wheels himself out from under the car.  He 
stands as Mr. Eddy walks up to him, then freezes as he sees -
back behind Mr. Eddy, sitting in the passenger seat of the
car - a beautiful blonde-haired GIRL, who looks exactly like 
Renee.

CLOSE UP BEAUTIFUL GIRL - she looks exactly like Renee except
she is about eight years younger.  The girl is staring right 
into Pete's eyes.

Mr. Eddy steps between Pete and the girl - blocking her from 
Pete.  Mr. Eddy smiles at Pete - not noticing or not letting 
on that he notices the serious eye contact going on between 
Pete and the girl.

				MR. EDDY
		I'm leavin' the Caddy, like I told you. 
		Think you'll get a chance to give her a 
		once over today?

				PETE
			(regaining his composure)
		Sure... Sure, Mr. Eddy.  You gonna pick
		it up later, or tomorrow?

				MR. EDDY
		If you think you can finish it, I'll be
		back later today.

				PETE
		It'll be ready.

				MR. EDDY
		You're my man, Pete.


Mr Eddy pinches Pete's cheek - which Pete doesn't like, but 
aliows.  Mr. Eddy gives Pete a big smile then turns, goes 
back to his car, escorts the beautiful girl outside where the 
Pullman is waiting.

Pete watches her walk and move.  He watches her until Mr. 
Eddy drives her away.  She steals one last glance back at 
Pete before she disappears.

When she is gone, Pete replays the scene of seeing this 
beautiful girl over again in his mind.  The scene is 
accompanied by Lou Reed's version of "This Magic Moment".

								FADE OUT:

								 FADE IN:

INT. DAYTON HOUSE - NIGHT

Pete is sitting perched unsteadily on the very edge of his 
bed.  He HEARS a succession of highly-amplified SOUNDS at 
intervals with eerie stretches of silence: CRICKETS in 
fractured cadence a distant TELEVISION - a FLY buzzing 
slowly in the room a MOTH'S wings beating against light 
bulbs in the ceiling fixture - the washing of DISHES.

Pete's reaction to these sounds is one of petrified 
confusion.  Underlying these sounds is a kind of unearthly, 
steady DRONE.

Pete gets up off the bed, unsteadily.  He moves toward his 
bedroom door.  As he moves the amplified SOUNDS shift.

He can hear laughter.  The laughter seems to be LOUD, but at 
the same time coming from people who are trying to contain 
the laughter - to hide it.

Pete opens his door and peers out.

Pete's POV down the hall toward the living room - his mother 
and father have stopped laughing and are turned with guilty 
smiles in his direction.  They are smoking a joint, passing 
it back and forth.  They are not looking directly at him.  
They seem to be looking, but not seeing.

Pete's parents POV down the hall toward Pete's room.  There 
is no one there - just an empty hallway.

Pete's parents continue to stare, but then turn away toward 
each other - they start to laugh quietly again.

Pete's Pov - the hallway and the living room - there is no 
one in the living room. It's empty.

								CUT TO:

INT. DAYTON HOUSE - PETE'S BEDROOM - NIGHT

Pete turns from the hallway and comes back in his room - 
unsettled and confused.

He can hear laughter coming from the living room.

								CUT TO:

EXT. DAYTON HOUSE - NIGHT

Ed is behind the wheel.  Al is in the passenger seat.  Ed is 
looking at the Dayton house.  Al's head is bent, looking 
down.  At first we hear nothing, then the sound of Al's piss 
streaming into an empty coffee cup.  The camera stays on the 
top of Al's head until he has completed the last few spurts 
of his micturition.  Al's head comes up and he opens the 
passenger side door and dumps the urine into the street.  He 
closes the door and zips up his trousers.

								CUT TO:

INT. DAYTON HOUSE - PETE'S BEDROOM - NIGHT
Pete paces the room.  Finally he stops himself, throws on his 
black leather jacket and opens his bedroom door.  He looks 
down the hall.  No one is in the living room.  He walks out 
of the house.

								CUT TO:

EXT. DAYTON HOUSE - NIGHT

Ed and Al watch Pete get in his Camaro and drive off.  They 
follow.

								CUT TO:

EXT. STREETS - NIGHT

Pete drives through the night - up Ventura Boulevard with the
"Cruisers".  He looks in the other cars and looks at the
GIRLS on the street.

He drives past "Tops", but doesn't see anyone he knows.

He turns off the boulevard and drives through San Fernando 
valley neighborhood streets.

He pulls up in front of Sheila's house and honks his horn.

He lights a cigarette while he waits.

In a few minutes Sheila comes out and leans in the passenger 
side window.

				SHEILA
		What do you want?

				PETE
		Nothin'... You want to go for a drive?

				SHEILA
		I don't know.

				PETE
		Come on... get in.

Sheila hesitates for a moment, then gets in.

								CUT TO:

EXT. STREETS - NIGHT

Pete and Sheila drive along dark streets.

				PETE
		Come here.

Sheila slides across and sits close to Pete.  Pete puts his 
arm around her.  She takes a drag from his cigarette and puts 
her head on his shoulder.

Pete pulls over into a dark shadow under a tree and stops the 
car.

He cuts the engine, turns to Sheila and kisses her.  She 
breaks away.

				SHEILA
		Why don't you like me?

				PETE
		I do like you, Sheila.

Sheila puts her lips up' close to his and whispers.

				SHEILA
		How much?

Pete kisses her and she kisses him back.  They start to feel 
each other and Sheila takes off her tight sweater.  She's 
wearing no bra and Pete begins to feel her breasts while she 
unbuttons his shirt.  They continue to kiss hard throughout.

								CUT TO:

EXT. STREET - NIGHT

Ed and Al are stopped a half a block behind Pete and Sheila.  
They're watching the couple as they make love in the front 
seat of Pete's car.

								CUT TO:

EXT. STREET - NIGHT

Pete and Sheila are naked in the front seat.  Sheila clings 
to Pete as they make love.  She's hopelessly in love with 
him.

								FADE OUT:
	
								 FADE IN:

INT. ARNIE'S GARAGE - LATE AFTERNOON

Pete and the other MECHANICS are working in the garage.  The 
clock on the wall reads: 4:45 p.m.

Some of the guys are cleaning up - washing their hands - 
putting tools away.

Pete is ragging off some grease from his hands when he 
notices a CAB pull up to the front of the garage.  The 
beautiful blonde steps out of the cab and comes up to him.

Pete's heart races - she smiles at him.

				BEAUTIFUL BLONDE
				(ALICE)
		Hi. I'm Alice Wyatt.

				PETE
		Pete Dayton.

				ALICE
		I was here yesterday.

				PETE
		Yeah, I remember.

				ALICE
		How would you like to take me to dinner?

				PETE
			(laughs uncomfortably)
		I don't know.

				ALICE
		Okay, then, I'll take you to dinner.

Pete hesitates - thinks.

				PETE
		Look, I don't think it's a good idea.

Alice looks hard at him, then smiles.

				ALICE
		Where's your phone?  I have to call
		another taxi.

				PETE
			(pointing)
		Over there.

Alice walks to the office inside the garage - picks up the 
phone and dials information.

				ALICE
			(into phone)
		Can you give me the number for United
		Cab?

She turns and looks at Pete while she's speaking, then 
listening.

				ALICE (CON'T)
			(into phone)
		Thanks.

Alice dials the number.

				ALICE (CON'T)
			(into phone)
		Yes, I need a taxi at Arnie's Auto 
		Repair, the corner of Fifth and...

Pete has walked over.  He takes the telephone out of her 
hand.

				PETE
			(into phone)
		We won't be needing a cab, thanks anyway.

He hangs up the phone.

				ALICE
		Why don't we just skip dinner7

								CUT TO:

EXT. ARTHUR'S HIDEAWAY MOTEL - NIGHT

Pete and Alice pull up to the cheap motel in Pete's Camaro.  
Pete gets out and leaves Alice in the car.

She waits and watches him go into the office.

								CUT TO:

EXT. ARTHUR'S HIDEAWAY MOTEL - ACROSS THE STREET - NIGHT

Ed and Al are watching Pete and Alice.  They watch Pete come 
out of the office and take Alice into one of the motel rooms.

				ED
		'Fucker gets more pussy than a toilet
		seat.

Al shakes his head with anger mixed with a lot of envy.

								CUT TO:

INT. ARTHUR'S HIDEAWAY MOTEL - A ROOM - NIGHT

Pete and Alice enter the room. There is a double bed, a 
little desk, two bedside tables with lamps, a floor lamp, and 
a bathroom.  They don't notice any of this.

Just inside the room Alice takes Pete's hand and they turn to 
each other.  Alice puts Pete's hand between her legs.  She 
moves up close to him and closes her eyes.

They kiss tenderly at first - then hotter.

				ALICE
			(whispers)
		Take off my clothes.

								DISSOLVE TO:

INT. ARTHUR'S HIDEAWAY MOTEL - THE ROOM - NIGHT

Pete and Alice are naked on the double bed in just the glow 
of the motel's neon lights coming in between the window 
curtains.

They're up on their knees - right next to each other.  They 
look in each other's eyes as their hands move and touch.

Alice smiles with a wild, dreamy look in her eyes.

Pete puts his hand between her legs and Alice kisses him with 
a frenzy.

They fall back on the bed.

								DISSOLVE TO:

INT. ARTHUR'S HIDEAWAY MOTEL - THE ROOM - NIGHT

Pete and Alice make violent love on the bed.  Alice is 
hungry.

								DISSOLVE TO:

INT. ARTHUR'S HIDEAWAY MOTEL - THE ROOM - NIGHT

Alice and Pete are dressed.  Alice is still breathing hard.

She moves up close to Pete by the motel room door.  Her hand 
is shaking as she touches his cheek.

				ALICE
			(whispers)
		I want more.

				PETE
		Me, too.

				ALICE
		Can I call you?

				PETE
		Yeah... Call me at home.  I'll give you
		the number.

				ALICE
			(kissing him)
		Okay, baby.

								CUT TO:

EXT. ARTHUR'S HIDEAWAY MOTEL - ACROSS THE STREET - NIGHT

Ed and Al watch Pete and Alice leave the motel room, get in 
the car and drive off.

Ed starts his car and he and Al follow them.

								CUT TO:

INT. PETE'S CAMARO - NIGHT

Pete and Alice are riding side by side - Alice's head is on 
his shoulder.

Alice looks up at Pete as he drives - she smiles.

The light from headlights behind them catch Alice's
attention.  Her eyes dart back to a car that could be 
following them.

				ALICE
			(fear)
		Is that car following us?

Pete glances in the rearview mirror - sees the headlights.

At the last moment he pulls a hard right and accelerates down 
the street.  The car follows - they both see it.

				PETE
		I'll lose 'em at the light.

Alice steals a look back.

				ALICE
		I don't recognize the car...

At a tralfic light, Pete revs up the big Camaro and expertly 
peels out between on-coming cross traffic.  He swerves 
between two cars going in opposite directions - blasts up a 
block and hangs a hard right - disappearing from view.

Ed and Al go out into the traffic after them, but the 
swerving, screeching cars braking around them form a barrier 
and trap them.  ANGRY DRIVERS lean on their horns.

Pete and Alice have lost them.

								FADE OUT:

								 FADE IN:

EXT. DAYTON HOUSE - NIGHT

Establish.

								  CUT TO:

INT. DAYTON HOUSE - NIGHT

CLOSE UP ON TELEPHONE - it starts to ring.

				PETE
			(voiceover)
		I'll get it!

Pete enters the kitchen where his mother goes for the 
ringing phone and gets to it before she does.

				PETE
			(into phone)
		Hello.

				ALICE
			(phone voice)
		It's me...

				PETE
		Hi.

				ALICE
		I can't see you tonight.

				PETE
			(disappointed)
		Okay ...

				ALICE
		I have to go somewhere with Mr. Eddy.

				PETE
		Sure.

				ALICE
		I think he suspects something...
		We have to be careful... I miss you.

Pete is silent.

				ALICE (CON'T)
		Pete?

				PETE
		Me, too.

				ALICE
		I'll call you again.

Alice hangs up.

Pete throws the phone back down on the cradle.  It bounces 
off and he has to hang it up again.  He slams it down.

				CLAIRE
		What's the matter?

				PETE
		Nothin'.    

								CUT TO:

EXT. DAYTON HOUSE - NIGHT

Pete kick-starts his big Harley and roars angrily out of the 
driveway.

								CUT TO:

EXT. STREETS - NIGHT

Pete rides his cycle fast through neighborhoods.

								CUT TO:

EXT. VAN NUYS BOULEVARD - NIGHT

Pete rides up the boulevard with the "Cruisers".  He spots 
"V's" car parked at "Tops".

He pulls in beside "V's" car and shuts down the engine.  The 
usual crowd is at the drive-in, including Sheila.

Pete goes up to "V" and Carl and says hello.  He lights a 
cigarette and leans up against a steel pole supporting the 
awning above.  "V" and Carl both notice that Pete is in a bad 
mood.

Sheila is over with her girlfriends.  She hasn't seen Pete 
arrive.

Suddenly Sheila looks over in Pete's direction.  She looks 
like she's seeing something, yet not seeing anything.  She 
keeps looking - staring.

Sheila's POV she sees "V", Carl and a lot of PEOPLE, but 
Pete is not there.

Pete looks at Sheila.  He's unsettled and confused by her 
staring, but not seeming to see him.  He watches her turn 
away and take one of her girlfriend's hands - leading her out 
to dance to the LOUD music.

Pete watches her dance.  Suddenly, he can't see her.  He 
thinks maybe she may be dancing on the other side of the 
building - out of view.  He moves to look and his head is 
struck by a violent pain.  He grabs his head with his hand 
and leans forward.  "V" grabs his arm.

				"V"
		You okay, man?

				PETE
		What?

				"V"
		You okay?... What's wrong7

Pete looks up at "V".  He doesn't seem to recognize him -
"V's" head is a featureless blur.  Pete shakes his head 
trying to drive out the pain.

He looks over again for Sheila.  He sees her there dancing 
with her girlfriend.

				"V"
		Pete... You okay?

				PETE
		Yeah.

Pete stands back up against the post - turns to "V" -
recognizing him.

				PETE (CON'T) 
		I'm, okay... You okay?

				"V"
		Sure, I'm okay.

Some drunk GUYS move over to Sheila and her girlfriend.  They 
cut in on the girls.  The guy with Sheila puts his hand 
around her waist and pulls her against her will into a grind.  
She tries to push him away, but he holds on tighter -
laughing with his buddy.

"V" and Carl look at Pete as he pushes off the post.  Pete 
crosses quickly to the man dancing with Sheila.  He slams his 
fist into the man's nose - almost snapping the man's neck in 
the process.  The man goes down bleeding.

Pete attacks the other man who is turning toward him ready 
for a fight.  He hits the man in the gut - the man's head 
goes down and Pete brings his knee up cracking the man's 
face.  The man's torso flies up with Pete's knee - then 
continues on as the man falls to the floor.  Pete picks him 
up, ready to hit him again, but the crowd pulls him off.

Pete stands and turns - pulsating with anger.  Sheila is 
there beside him.

				SHEILA
		Where'd you come from?

				PETE
		I've been here.  You were lookin, right
		at me.

				SHEILA
		I was?

				PETE
		Yeah.

Sheila sinks into his arms.

				SHEILA
		I didn't know you cared.

				PETE
		Come on.

Pete takes her to the Harley and they blast off.
	
								CUT TO:

INT. ARTHUR'S HIDEAWAY MOTEL - THE ROOM - NIGHT

Pete is making desperate love to Sheila in the same room - 
the same bed, as with Alice.

				SHEILA
			(whispered pain)
		Pete... Pete...

Pete keeps on - harder - obsessed. When he comes, he crashes 
down on Sheila, who wraps her arms around him tight.  She 
doesn't know what is going on with him.  Her eyes are open 
wide as she listens to his frantic breathing.

She doesn't know what to say - or what questions to ask.

								CUT TO:

EXT. ARTHUR'S HIDEAWAY MOTEL - NIGHT

Ed and Al are staring silently at the motel and the Harley 
parked out in front.

				AL
		What a fuckin' job.

				ED
		His or ours?

				AL
		Ours, Ed.

								DISSOLVE TO:

INT. DAYTON HOUSE - NIGHT

Pete enters through the front door.  His parents are sitting 
as if they have been waiting for him.

				PETE
		Hey.

				BILL
		Sit down a minute.

				PETE
		What's up?

				BILL
		Sit down.

Pete sits in a chair opposite Bill and Claire.

				BILL (CON'T)
		You don't look so good.

				PETE
		I gotta headache... What's goin' on?

				BILL
		The police called us.

				PETE
		Yeah? what did they want?

				BILL
		They wanted to know if we'd had a chance 
		to find out what happened to you the 
		other night.  They wanted to know if you 
		remembered anything.

				PETE
		But I don't remember anything.  What did
		you tell 'em?

				CLAIRE
			(whispers)
		We saw you that night, Pete.

				BILL
		You came home.  Your friend Sheila
		brought you here.

				PETE
		Sheila?

				BILL
		Yes, there was a man with you... She 
		brought you here... She didn't know what 
		else to do.

				PETE
		What is this? Why didn't you tell me?
		What?... I don't remember any of this.

				CLAIRE
		We know that.

				PETE
		Who was the man?

				BILL
		Never saw him before in my life.

				PETE
		Did you tell the police this?

				BILL
		We're not saying anything about that 
		night to the police. We should all 
		forget that night.

				PETE
		What happened to me?

Bill and Claire just stare at Pete.

				PETE (CON'T)
		Please tell me.

				BILL 
		No.

								FADE OUT:

								 FADE IN: 

INT. DAYTON HOUSE - NIGHT

The clock on the wall reads: 1:30 a.m. The house is 
completely quiet, except for the refrigerator motor.

Pete is on the phone in the kitchen talking quietly.

				PETE
		Why didn't you tell me you brought me
		here that night?
			(he listens)
		To my house... my parents told me.  What
		are you tryin' to hide?
			(he listens)
		Sheila... Tell me... Who was with me?... 
		Who was the man?...
			(he listens)
		...When you brought me home! 
			(he listens)
		What was he doin' there?
			(he listens)
		What are you cryin' about?...  Sheila?

								FADE OUT:

								 FADE IN:

INT. ARNIE'S GARAGE - DAY

Pete is working on a car.  The Mercedes Pullman pulls into 
the shop.  Mr. Eddy gets out with his two assistants.  They 
stay by the car while Mr. Eddy walks over to Pete. Mr. Eddy 
smiles.


				MR. EDDY
		How ya doin', Pete?

				PETE
		Okay.

				MR. EDDY
		I'm sure you noticed that girl that was 
		with me the other day... Good lookin' 
		blonde?  She stayed in the car?...

Pete just stares at Mr. Eddy.  His heart begins to race.

				MR. EDDY (CON'T)
		Her name is Alice.  You know I love that 
		girl to death. If I ever found out 
		somebody was makin' out with her, I'd 
		take this ...
			(he opens his coat and pulls 
			out his .44 Ruger Blackhawk 
			and holds it up in front of 
			Pete's face)
		...and shove it so far up his ass it 
		would come out his mouth... Then you 
		know what?...

				PETE
			(very quietly)
		What?

				MR. EDDY
		I'd pull the trigger and shoot him right
		between the eyes.

Abruptly, Mr. Eddy becomes cool - he holsters his pistol and 
smiles at Pete.

				MR. EDDY (CON'T)
		So, Pete, you're lookin, better.  What
		have you been up to?

CLOSE UP ON PETE'S FACE - staring at Mr. Eddy.

								CUT TO:

INT. DAYTON HOUSE - NIGHT

The phone rings in the kitchen.

				PETE
			(voiceover)
		I'll get it.

Pete moves into the kitchen and picks up the phone.

				PETE
		Hello.

				ALICE
		Meet me at the Starlight Motel on 
		Sycamore... I'll be there in twenty 
		minutes.

				PETE
			(hesitates)
		Okay.

Alice hangs up.  Pete stares at the phone for a moment, then 
hangs it up slowly.

								      CUT TO:

EXT. STARLIGHT MOTEL - NIGHT

Pete pulls his Camaro into the parking lot.  When he gets out 
of the car, he hears a voice and looks.up.

				ALICE
		Up here... Come on.

Pete takes a stairway past a "Coke" machine and meets Alice 
in front of a second floor room where the door stands open.

				ALICE (CON'T)
		I already got the room.

Pete follows Alice into the motel room and she shuts the 
door.

							 	      CUT TO:

EXT. STARLIGHT MOTEL - NIGHT

Ed and Al are parked across the street - watching.

								 DISSOLVE TO:

INT. STARLIGHT MOTEL - ROOM - NIGHT

Pete and Alice are sitting on the bed - dressed. A bedside
table lamp is on.

				ALICE
		He'll kill us.

				PETE
		Are you positive he knows?

				ALICE
		I'm not positive... but... he knows.

				PETE
		So what do we do?

				ALICE
		I don't know.

				PETE
		We should stop seeing each other.

				ALICE
		No... no.

Alice moves closer to Pete and melts into him.  She places 
his hand on her breast and looks in his eyes.

				ALICE (CON'T)
		I don't want to live without you.

She kisses Pete and pulls up her sweater to let him feel her 
bare breasts.  Pete kisses her back - lost in his longing for 
her.

Alice breaks away.

				ALICE (CON'T)
		We have to get away... We have to get
		some money.

Pete just stares at her.

				ALICE (CON'T)
		I know a guy... He pays girls to party
		with him... He always has alotta cash...

Alice puts her band up to Pete's cbeek and lets it drift 
around.

				ALICE (CON'T)
		He'd be easy to rob... Then we'd have the 
		money... and we could get away ... We'd be 
		together.

Alice kisses Pete's lips over and over - looking in his eyes.

				PETE
		Have you partied with him?

				ALICE
		I used to.

Inside, Pete goes crazy with jealousy.

				PETE
		You like it?

				ALICE
		No, honey... It was part of the deal.

				PETE
		What deal?

				ALICE
		He works for Mr. Eddy.

				PETE
		What's he do?

				ALICE
		He makes films for Mr. Eddy.

				PETE
		Pornos.

				ALICE
		Yeah.

				PETE
		How'd you get in with these fuckin'
		people?

				ALICE
		Pete... Don't...

				PETE
		How'd it happen, Alice?

				ALICE
		It was a long time ago... I met someone 
		at this place called Moke's... we became 
		friends.  He told me about a job...

				PETE
		In pornos?

				ALICE
		No... A job... I didn't know what.  He 
		set up an appointment for me to see a 
		man.

								CUT TO:

ALICE'S STORY

We see Alice wearing a sexy tight dress in a plain room. It 
feels like we are inside of a large building - maybe an 
office building.

Alice is waiting nervously.

A SLICKSTER in shiny shirt and pants is leaning against a 
closed door.

There is another door off the room which is open onto a room 
where a MUSCLE MAN in tiny briefs is doing bench presses.

No one is saying anything.

				ALICE
			(voiceover)
		I went to this place... They made me wait 
		forever.  There was some guy guardin' the 
		door... I started gettin' nervous... In 
		another room I could see some guy liftin'
				(MORE)

				ALICE (cont'd)
		weights... Both these guys gave me the
		creeps... They never said anything to
		me... So I just smoked cigarettes and
		waited.

We move in on a nervous EXHALE OF SMOKE to a CLOSE UP of 
Alice waiting.

We see a CLOSE UP of the man guarding the door.

We see a CLOSE SHOT of the man bench pressing a lot of 
weight.

Suddenly, there are two knocks on the other side of the 
closed door.  The Slickster moves off the door and opens it a 
crack.  He talks quietly to someone Alice can't see, then he 
turns, opens the door and gestures for Alice to go through.

Alice puts out her cigarette - her hand is shaking.

She walks over past the Slickster and enters a much larger 
room.  There are about FIFTEEN MEN in the room - all leaning 
comfortably at different points on the walls.  There is only 
one chair in the room - Mr. Eddy is sitting in it.

No one says anything to her, but one man nods his head and 
from this nod, Alice feels she should walk to the center of 
the room.  She does, and she instinctively turns to the man 
sitting in the chair.

They all just stare at her silently.  She looks around 
nervously - her eyes return to Mr. Eddy's.

Suddenly, a man steps quickly up to her - draws a pistol and 
cocks it against her head.

Alice goes weak in the knees.  Her eyes fill with fear.

The men continue to stare.

Mr. Eddy gives Alice a small gesture as if to say "well?".

Somehow she knows what they want, even though they haven't 
asked for it with words.

Alice starts to undress - slowly - in as sexy a way as she 
knows how.

The men just stare without expression.

When she is completely naked, Mr. Eddy gestures her over to 
him.  Soon she is on her knees in front of him - making 
herself available for whatever he wants.

Mr. Eddy's POV - Alice looks in his eyes.  She reaches her 
hand up to stroke his cheek...

								 CUT TO:

INT. STARLIGHT MOTEL - ROOM - NIGHT

Alice's hand reaches up and strokes Pete's cheek.

				PETE
		Why didn't you just leave?

Alice doesn't say anything.  She drops her hand - looks down.

				PETE (CON'T)
		You liked it.

				ALICE
		If you want me to go away, I'll go away.

The feelings shift inside Pete.  Alice looks in his eyes.

				PETE
		I don't want you to go away.

Alice smiles a little - leans in and they kiss.

				ALICE
			(whispers)
		I love you, Pete.

They kiss some more.

				PETE
			(desperate whisper)
		I love you, Alice.

They start to make love - undressing each other and kissing 
all the while.  Alice stops.

				ALICE
		So, should I call Andy?

				PETE
		Andy?

				ALICE
		That's his name...Andy.  Our ticket out
		of here.

				PETE
		Yeah.  Call him.

Alice gets serious.

				ALICE
		I'll set it up for tomorrow night.  
		You'll meet me at his place at eleven 
		o'clock... Don't drive there... Take a 
		bus ... Make sure no one follows you...
		His address is easy to remember... It's 
		2224 Deep Dell Place... It's a white 
		stucco job on the south side of the 
		street... I'll be upstairs with Andy... 
		The back door will be open... That leads 
		into the kitchen - go through the kitchen 
		to the living room - there's a bar 
		there... At eleven fifteen, I'll ask Andy 
		to fix me a drink... When he does, you 
		can crack him in the head... Okay?

				PETE
		Okay...

				ALICE
		Lemme call him now.  Make sure he's not
		already busy tomorrow night.

				PETE
		Okay.

Still entwined with each other, Alice reaches for the phone
and dials a number. It starts to ring and she smiles at Pete
when she hears it being answered.

				ALICE
		Andy?... It's me, Alice.  How ya doin?...
			(whispers)
		Andy... I can get away tomorrow night...
		I could come to your house... That sounds
		good... Around nine... Yeah, me too,
		Andy... Great... See ya then.

She hangs up the phone.

				ALICE (CON'T)
		Set.

				PETE
		Why are ya goin' so early?

				ALICE
		'Cause that's how long it's gonna take,
		baby.

				PETE
		What if Andy tips off Mr. Eddy?

				ALICE
		Are you kidding?... I've got so much on
		Andy, it isn't funny.

				PETE
		What about tonight?... Whatiya gonna do
		about Mr. Eddy tonight?

				ALICE
		I'm not goin' home tonight ... I'm goin'
		somewhere else..
			(off his look)
		To a girlfriend's house.
			(she smiles)
		But, we still have a coupla things to
		take care of...

				PETE
		Oh, yeah?... What else?

Alice reaches down between their legs.  Pete smiles.

				ALICE
		This... and this.

They start to go at it again - at first slowly and tenderly -
then wildly.  Alice tears herself away and looks up at Pete.

				ALICE (CON'T)
		Are you my man?

				PETE
			(getting hotter)
		Yes.

				ALICE
		Are you gonna be a man about this, Pete?

Pete looks at her - starting to understand what she means.

				ALICE (CON'T)
		Are you?

Pete stares at her - then nods.

								 DISSOLVE TO:

EXT. DAYTON HOUSE - NIGHT

Pete drives up and parks his Camaro in the driveway.  When he 
gets out of the car, he sees Sheila standing by the front 
step.  She is looking in his direction, but doesn't seem to 
see him.  She SUDDENLY turns and looks up the street - she 
YELLS.

				SHEILA
			(total horror)
		THERE'S SOMEONE WITH HIM!!

As she yells, she starts to look around wildly - then her 
eyes follow the path the Camaro took into the driveway - then 
the path Pete took to where he has been standing all this 
time.  Her eyes find Pete and she stands by the front step.

				PETE
			(frightened)
		Sheila?

She heads toward him.

				PETE
		Sheila, what is it?... What are you doin'
		here?

				SHEILA
		You've been fucking somebody else haven't
		you?

				PETE
		Sheila...

				SHEILA
		You fuck me whenever you want... You
		don't call... Tell me who she is.

Sheila has come up and is grabbing Pete by the front of his 
shirt.

				PETE
		Hey... Sheila.

				SHEILA
		What's the BITCH'S name?!

				PETE
		Look Sheila... I'm sorry...

				SHEILA
		YOU'RE SORRY!!

				PETE
		Go home, Sheila.

Sheila starts beating him in the face and chest.

				SHEILA
		YOU'RE SORRY!! YOU PIECE OF SHIT!!
		YOU'RE SORRY!!

She starts crying and hitting him harder.

				SHEILA (CON'T)
		FUCK YOU!!

Sheila's screaming is reverberating around the neighborhood.  
INSIDE PETE'S MIND the SOUNDS are even LOUDER.

Bill comes out of the house.  Claire is behind him waiting on 
the front porch.

Sheila beats Pete and trips him to the ground.  She is 
sobbing as she tears at him.

				PETE
		Sheila... Stop...

				SHEILA
		FUCK YOU!! FUCK YOU!!

Bill comes up to Sheila and takes her gently by the 
shoulders.

Sheila jerks around and looks up at Bill.

				BILL
		Why don't you two come inside and talk 
		things over quietly... Come on... Come on 
		in, Sheila.

Sheila gets to her feet - crying.  She looks down at Pete, 
who remains lying on the front lawn.

For Pete, every word and every sound is LOUD and DISTORTED.  
The DRONING SOUND returns.

				SHEILA
			(to Pete)
		You are different.

				BILL
		Sheila... 

				SHEILA
			(to Bill)
		TELL HIM!

The phone inside the house starts to ring.  Claire turns in 
the doorway and goes to answer it.

				BILL
		Sheila... Don't.

				SHEILA
		I don't care anyway... I'm sorry, Mr. 
		Dayton... I won't bother you or any 
		member of your family again.

Sheila runs off crying.  Pete and Bill watch her go.

Claire comes to the door.

				CLAIRE
		Pete... There's a man on the phone.  He's
		called a couple of times tonight.

Pete pulls himself up.

				PETE
		Who is it?

				CLAIRE
		He won't give his name.

Pete walks slowly inside - stares at the phone and picks it 
up.

				PETE
		Hello.

				MR. EDDY
			(phone voice)
		Hey, Pete... How ya doin'?

				PETE
		Who is this?

				MR. EDDY
		You know who it is.

Bill and Claire have stopped in the living room - watching 
Pete.  Pete is going crazy with Mr. Eddy on one end, and his 
parents staring at him on the other.  He waves his parents 
away, but they leave slowly and reluctantly.

				PETE
		Mr. Eddy?

				MR. EDDY
		Yeah... How ya doin', Pete?

				PETE
		Okay.

				MR. EDDY
		You're doin, okay?  That's good, Pete.

				PETE
		Look... It's late, Mr. Eddy... I ...

				MR. EDDY
		I'm really glad you're doin' okay, Pete.

Pete doesn't know what to say.

				MR. EDDY
		You sure you're doin' okay? Everything
		all right?

				PETE
		Yeah.

				MR. EDDY
		That's good, Pete.  Hey... I want you to
		talk to a friend of mine.

Pete can hear the phone being handed over to someone.  There 
is a long silence.  Pete can hear breathing.

				VOICE
		We've met before, haven't we?

Pete freezes.  His mind is scrambling.

				PETE
		I don't think so.  Where was it that you
		think we've met?

				VOICE
		At your house.  Don't you remember?

				PETE
		No. No, I don't.

				VOICE
		We just killed a couple of people...

				PETE
		What?

Pete can hear Mr. Eddy laugh in the background.

				VOICE
		You heard me... We thought we'd come over
		and tell you about it.

Pete is getting pale with fear.

				PETE
		What's goin' on?

				VOICE
		Great question!! In the east ... the far 
		east... when a person is sentenced to 
		death... they're sent to a place where 
		they can't escape... never knowing when 
		an executioner will step up behind them 
		and fire a bullet into the back of their 
		head... it could be days... weeks... or 
		even years after the death sentence has 
		been pronounced... This uncertainty adds 
		an exquisite element of torture to the 
		situation, don't you think?  It's been a 
		pleasure talking to you.

Pete can hear the phone being passed again.

				MR. EDDY
		Pete... I just wanted to jump on and tell
		you I'm really glad you're doin' okay.

The phone goes dead and Pete sits - fearfully pondering his 
fate.  He hears a NOISE and turns.

Down at the far end of the hall he sees his parents staring 
at him.

CLOSE UP ON PARENTS staring in the direction of the living 
room as if sensing something, but not seeing.

PARENTS POV - The hall and living room beyond.  There is no 
one there.

								DISSOLVE TO:

EXT. STREET - BUS STOP - NIGHT

A City Bus pulls up to the stop.  The doors open and Pete 
climbs on.

								     CUT TO:

INT. BUS - NIGHT

Pete rides along in the empty bus.  He stares at his 
reflection in the dark window.

								     CUT TO:

EXT. STREET - BUS STOP - NIGHT

The bus stops and Pete gets out.  He starts walking.

								     CUT TO:

EXT. DEEP DELL PLACE - NIGHT

We see a street sign saying "Deep Dell Place".  Pete walks up 
the street looking at numbers.

He finds 2224 Deep Dell Place - Andy's House.

He stares at the house from the sidewalk.

Lights are on upstairs and down.  The hot wind moves big 
shadows of trees over the front of the house.

Pete looks at his watch.  It reads: 11:05 p.m.

He walks down the driveway, crosses through some bushes and 
comes to a fence separating the front yard from the back.

He stops and listens.  He pulls himself up and over the 
fence, but crashes on something on the other side.

He freezes - listening. He hears the wind blowing through 
the trees, and distant music from inside - a slow jazz piece.  
He hears echoing sounds of love making.

He makes his way around back - goes up the stairs and tries 
the back door.  It opens.

								     CUT TO:
INT. ANDY'S HOUSE - NIGHT

Pete sneaks through the kitchen and comes into the living 
room.  Pete stops short and stares.  A movie projector is 
running in the living room.  A porno film is being projected 
on a huge screen at the far end.  Alice is in the porno film.  
A man is fucking her from behind - with LOUD SLAPPING SOUNDS 
of flesh banging flesh.  Her face is in the foreground.  Her 
eyes look out directly at Pete.  She is loving every minute 
of it.  Inside Pete, jealousy starts to rage out of control.  
He looks around.  He sees clothes scattered about.  He picks 
up a girl's sweater and smells it.  He looks up the stairs.

Feet appear at the top of the stairs.  They start down.

Pete runs for the bar.

Along the way, he grabs a heavy, bronze figurine of a well-
stacked woman off a rectangular glass-topped coffee table, 
and ducks behind the bar.

He can hear Andy approaching.  He can hear Andy gather two 
glasses.  He can hear Alice being fucked harder in the porno 
film.  He clenches his teeth with rage.

Suddenly, Andy moves right in front of him.  They see each 
other.  Andy's eyes widen - Pete leaps up, and thwacks the 
bronze figurine down on the top of Andy's head.  Andy falls.  
The breasts of the figurine have made two bloody holes in his 
forehead.

Pete turns.

Alice is coming quickly down the stairway - naked, except for 
a pair of panties.  Lipstick is smeared around her mouth.  
She is carrying a half-filled pillowcase.  Her porno film is 
playing on the wall 
behind her.

These images jump and spin in Pete's mind.  He moves 
unsteadily toward her.

				ALICE
		You got him.

				PETE
			(still holding the figurine)
		Alice, I...

Pete starts to tremble.  He drops the figurine.  He tries to 
embrace her.

There is a crashing noise behind him.

Pete turns and sees Andy staggering, blood streaming from the 
wound in his head, THEN CHARGING FULL SPEED AT PETE.

Andy hits him hard, and Pete goes down.  When Pete hits the 
ground, he pushes Andy up and throws out his arms.  This, and 
Andy's momentum, catapult Andy into the corner of the 
rectangular glass-topped coffee table.  There is a sound like a
hammer going through a bucket of eggs as the glass corner 
embeds about eight inches into Andy's forehead.

CLOSE UP OF ANDY'S HEAD - impaled on the sharp corner of the 
table, his chest area suspended, his legs and stomach 
touching the floor.

				ALICE
			(amazement - no feeling)
		Wow!

Pete pulls himself off the floor.

Pete moves close to Alice, they drift to the glass coffee 
table, staring for a few moments at Andy's dead body.

While Pete stares, unbelieving, at Andy - Alice hurriedly 
picks up her sweater and puts it on. On the sofa next to it 
lay Andy's trousers.  She goes through the pockets, finds a 
roll of cash bound by a rubber band.  Alice hands the roll to 
Pete.

				ALICE (CON'T)
		Put this in your pocket.

Alice kneels next to Andy's body and quickly removes his 
Rolex wristwatch, a couple of rings and the gold chain 
dangling from his neck.  These items she puts inside the 
empty pillowcase.

Alice finds the rest of her clothes scattered about the 
living room and puts them on.  Pete watches her, trembling, 
unable to say anything.

She comes back to Pete, who starts breathing irregularly, 
hyperventilating.

				ALICE (CON'T)
		You all right?

				PETE,
		We killed him.

				ALICE
		You killed him.

				PETE
		Alice?

Alice slides up close to Pete.

				ALICE
		It was an accident... Accidents happen
		every day.

Pete clutches her, eyes squeezed tight, as if he is holding 
on for dear life.

				PETE
		Alice...

				ALICE
			(pushing back)
		We gotta get the stuff and get out of
		here.

Alice starts off across the living room with the pillowcase.

Pete opens his eyes, he sees Alice move as a blur.  He looks 
around the room, which spins in and out of focus.  His eyes 
land on, a PHOTOGRAPH in a frame on the wall.  This photo 
troubles him.  Pete squints, then points to the photograph.

				PETE
		Is that you?  Are both of them you?

CLOSE UP OF THE PHOTOGRAPH - Four people appear in the frame: 
Andy, Renee, Alice and Mr. Eddy.

Alice stops and comes back.  She looks at the photo, walks 
closer to it, and points at herself.

				ALICE
		That's me.

She turns to Pete.  Pete is staring at the photograph - at 
Alice and Renee in the photograph.  His nose is bleeding
profusely.

				ALICE (CON'T)
		Pete?...

Pete starts to reel - blood from his nose soaking his shirt.

				PETE
		Where's the bathroom?

				ALICE
		Up the stairs - down the hall.

Pete runs up the stairs	- about to get sicker. Alice watches
him go with a nuance of	disdain.

								      CUT TO:

INT. ANDY'S HOUSE - UPSTAIRS - NIGHT

Pete staggers toward the bathroom at the rear right of the 
hallway.  THE HALLWAY SUDDENLY BECOMES HAZY, DIFFERENT AND 
LONGER THAN IT APPEARED TO BE.

Pete wanders down this "changed" hall.  On his left, he 
identifies a door with the number 25 on it.  He pauses for a 
moment in front of it, then goes on until, on his right, he 
comes to a door with the number 26 on it.  He enters through 
this door.

Inside is a WOMAN in front of a mirror with a MAN.  Her arms 
are resting on a shelf under the mirror as the man takes her 
from behind.  The man's face is blank, featureless, and is 
buried in the woman's back - we can't see it.

Pete now sees that the woman is an extremely whorish version 
of Alice - she's looking at Pete's reflection in the mirror.  
He's looking at her reflection in the mirror.  Pete's head is 
pounding.

				WOMAN/ALICE
			(to Pete)
		Did you want to talk to me?

Pete rubs his head - the pain is severe.

				WOMAN/ALICE
				(CON'T)
			(laughs)
		Did you want to ask me "why"?

Pete staggers out of the room.

He closes the door.  The hallway has "changed" back to Andy's 
hallway.  The doors no longer have numbers.

Pete walks, unsteadily, back down the hall - faltering.  He 
starts down the stairs.

								      CUT TO:

INT. ANDY'S HOUSE - LIVING ROOM - NIGHT

Pete comes downstairs to the living room and sees Alice at 
the desk in the corner, filling the pillowcase with cash and 
jewelry.

She has a PISTOL in her hand.

Alice turns when she hears Pete and they study each other's 
face as Pete makes his way to her.  His head is still 
throbbing with pain.  His focus goes from her face to the gun 
- which is pointing right at him - back to her.  Alice 
smiles.

				ALICE
		Don't you trust me, Pete?...

She laughs and hands him the pistol.

				ALICE (CON'T)
		Stick that in your belt.

She shows him the pillowcase filled with loot.

				ALICE (CON'T)
			(going through the loot)
		Look at all this shit... I know a 
		fence... he'll give us money and get us 
		passports in exchange for this and the 
		car...
			(looks up at him)
		We can go anywhere.

				PETE
		Alice?

Alice grabs Pete's arm and hurries him toward the door.

				ALICE
		Come on, baby.

								     CUT TO:

EXT. ANDY'S HOUSE - DRIVEWAY - NIGHT

Alice takes Pete to Andy's car and throws him the keys.

				ALICE
		You drive.

Alice jumps in Andy's car and tosses the bulging pillowcase 
in the back.  Pete takes the revolver out of his belt.  He 
opens the driver's side door of Andy's car and slowly sits 
inside.  He sets the pistol on the seat between them.  He 
looks up at her.  She smiles wildly.  Pete slalms the door -
starts the car and they drive off.

								     CUT TO:

EXT. RESIDENTIAL STREET - EDGE OF THE DESERT - NIGHT

Alice and Pete pull up into the driveway of a house at the 
end of a street at the edge of a desert.  Alice gets out into 
a hot wind.  Pete stays in the car as she goes up to the 
house.

Pete's POV: He watches Alice ring the doorbell.  She waits 
in front of the door for a few moments, her hair blowing in 
the wind.

A HOUSEBOY opens the door.  Alice says something to him -
Pete cannot bear anything that is said, even though his 
driver's side window is down.  All he can hear is the hot 
wind blowing.

The Houseboy moves out to where he can see Pete, waiting in 
the car.  The Houseboy and Alice exchange information.  The 
Houseboy points out toward the desert.  Alice turns back to 
the car. The Houseboy watches her.

								      CUT TO:

INT. ANDY'S CAR - NIGHT 

Alice gets into the car.

				ALICE
		Come on.

Pete starts the car and begins backing it out the drive.  The 
Houseboy is still standing - watching them.

				ALICE (CON'T)
		We have to go to the desert.  He's at his
		cabin.

Pete and Alice drive off.  The Houseboy continues to watch 
them.

								      CUT TO:

EXT. DESERT - TWO-LANE HIGHWAY - NIGHT

We see the clean moving POV illuminated by headlights.  We're 
floating down an old two-lane highway through a desolate, 
desert landscape.

								      CUT TO:

EXT. DESERT - NIGHT

Pete and Alice pull off the two-lane highway onto a barely 
discernible dirt road that cuts through the dark desert.

								      CUT TO:

EXT. DESERT - NIGHT

Pete and Alice drive up to a ONE ROOM CABIN built on stilts 
next to a dry lakebed.  They both get out and go up the 
stairs to a porch where Alice knocks on the door.  There is 
no answer.

Alice opens the door, but there is NOBODY INSIDE.

				ALICE
		We'll have to wait.

The hot wind continues to blow.

Alice and Pete walk back down to the car.

The HEADLIGHTS are on and Alice reaches in through the window 
and switches on the RADIO.  She can't get anything in but 
static, with bits and pieces of old tunes fading in and out.  
She hits the "seek" button.  The radio starts to search.

Pete is standing in the glare of the headlights watching her.  
Alice walks slowly to him.

The camera captures this from a back seat perspective - then 
drifts toward them.

				PETE
		Why me, Alice?  Why choose me?

The radio sticks on a particular tune - a tune filled with
longing. Alice begins to dance.  She takes Pete's hand and
pulls him close to her.

				ALICE
		So we can be together... You still want
		to be with me, don't you Pete?

Alice gives Pete that wild smile.

				ALICE (CON'T)
		More than ever?

She kisses Pete over and over.  He begins to kiss her back.  
She starts to move him in a dance to the music in the glare 
of the headlights, the hot wind caressing them.

The scene is out of a dream.  Alice and Pete help each other 
undress as they dance in and out of the light, and the wind 
whips at their bodies.

They sink down on the soft ground and start making love.

The lights from the headlights combine with the starlight, 
bathing them in a pristine glow.

The music fades and the radio begins to "seek" through static 
for another station.  The music it finds now is LOUD and 
INTENSE.

Alice - her hunger appearing, now becomes carnivorous in her 
approach to love making with Pete.  She is the aggressor, 
highly-charged - she wants more and more - taking, not 
giving, insatiable.

The headlights flare their bodies in blinding light.  They 
become amorphous, glowing shapes burning in the light.

Pete is trying desperately to please her - to have her.

The driving music fills with cracks of piercing static.  The 
radio strains to hold the station.

Pete's white-hot body clings to Alice.  He chokes with 
emotion.

				PETE
		I want you... I want you...

With a burning smile, Alice rolls them out of the beams of 
light into the darkness.  The wind billows a black cloud of 
dust around them.

Alice pulls away from Pete and brings her dark mouth to his 
ear.

				ALICE
		You'll never have me.

Alice glides away from Pete and stands up looking down at him 
from above.

She turns and walks, naked, to the cabin where she disappears 
within it.

Pete turns, face down on the ground in the darkness.  He's 
holding his head and shaking.

As he starts to stand - he turns into the glare of the
headlights and we see that it is NOT PETE - BUT FRED.

As Fred stands up, the car's LIGHTS DIM and the RADIO FADES.

Fred looks at the car.  He sees some movement inside.  Fred 
looks closer and sees the figure of a man in the back seat.

CLOSE UP OF THE MAN - it's the Mystery Man from Andy's party.

				VOICE FROM BEHIND
				FRED
		Hello.

Fred turns toward the cabin and sees the Mystery Man now 
standing in the doorway.

Fred turns again to the car, but this time it's empty.  He 
looks back at the cabin and sees the Mystery Man still in the 
doorway.

				MYSTERY MAN
		Here I am.

Fred is dizzy with fear and confusion.

He pulls on his trousers and shoes and walks up the steps to 
the cabin toward the Mystery Man, who goes inside.  Fred 
stops in the doorway.  He looks around.

				FRED
		Where's Alice?

				MYSTERY MAN
		Alice who?

Fred looks around again but there is no one there except the 
Mystery Man - standing in the center of the room.  Fred 
stares at him.

				MYSTERY MAN
				(CON'T)
		Her name is Renee.  If she's told you her
		name is Alice, she's lying.
			(filled now with anger)
		AND YOUR NAME, WHAT THE FUCK IS YOUR
		NAME?!

Fred freaks, scared to death. He bolts down the stairs to 
the car, stumbling more than once. 

Fred attempts to start the car which is drained of electrical 
charge by the use of the headlights and radio.

The Mystery Man appears in the doorway of the cabin.  He 
starts toward Fred.

The starter motor moans as Fred twists the key frantically.

The smiling Mystery Man is almost at the car,

The engine catches.  Fred revs it - throws the car in reverse 
and peels out away from the Mystery Man, whose hand is
reaching for him.

Fred swerves the car around - throws it in drive, and takes 
off across the dark desert.

								      CUT TO:

EXT. DESERT HIGHWAY - NIGHT

Fred pulls up onto the two-lane highway.  An old, rusted 
roadsign is posted there.  It reads: "LOST HIGHWAY".

								      CUT TO:

Fred is driving along the two-lane desert "lost highway".  
The wind is picking up even stronger than before.  A big 
storm is blowing in.

Fred sees a sign glowing just ahead that reads: LOST HIGHWAY 
HOTEL.  The sign is swaying and blinking as the gusts hit it.

Fred pulls in and stops under the sign and stares at it.

He gets out of the car, tucks the pistol in his belt under 
his shirt and enters the hotel, which is an old two-story 
building.

								     CUT TO:

INT. LOST HIGHWAY HOTEL - OFFICE - NIGHT

Fred walks up to the registration desk, where a CLERK is 
smiling at him in a half-baked way.

				CLERK
		You just got in before the big storm
		hits.

Fred pulls the roll of bills from his pocket.

				FRED
		I need a room.

								     CUT TO:

INT. LOST HIGHWAY HOTEL - UPSTAIRS HALLWAY - NIGHT

The hallway is strangely similar to Pete's vision upstairs at 
Andy's.  Fred comes to the door numbered 25, looks at his key 
which says "25" and unlocks the door and enters.

								     CUT TO:

INT. LOST HIGHWAY HOTEL - ROOM 25 - NIGHT

Fred takes the revolver out of his shirt and puts it under 
the pillow on the bed.

He sits on the edge of the bed.  He takes a cigarette from a 
pack in his shirt pocket and lights it with a match from a 
book of "Lost Highway Hotel" matches.

Fred smokes the cigarette, listening to the wind blow.  
Lightning cracks outside the window.

Fred crushes the cigarette out in the ashtray on the bedside 
table.  As the last of the blue smoke drifts away, Fred falls 
back on the bed.

Fred closes his eyes.

								    FADE OUT:

								     FADE IN:

INT. LOST HIGHWAY HOTEL - CORRIDOR - NIGHT

The camera moves in on the door numbered 26.

								      CUT TO:

INT. LOST HIGHWAY HOTEL - ROOM 26 - NIGHT

Renee is in bed with Mr. Eddy/Laurent.  He and Renee are 
feverishly making love as the storm rages outside.

								 DISSOLVE TO:

INT. ANDY'S HOUSE - NIGHT

A criminal investigation is under way.  Ed and Al are 
present, among a fleet of LAW ENFORCEMENT PERSONNEL who are 
busy dusting for fingerprints and examining the murder site.

				ED
		Hey, Al, look at this.

Al walks over to where Ed is looking at the photo on the 
wall.  Al looks at it.

				AL
		It's her, all right.  Fred Madison's 
		wife ... with Dick Laurent and Mr. Dent-
		head over there.

CLOSE UP ON THE PHOTOGRAPH - that shows RENEE AS THE ONLY 
WOMAN IN THE PICTURE, standing between Andy and Mr. Eddy/ 
Laurent.

				AL
		We've got Pete Dayton's prints all over
		this place.

				ED
		You know what I think?

				AL
		What's that, Ed?

				ED
		There's no such thing as a bad
		coincidence.

								     CUT TO:

INT. LOST HIGHWAY HOTEL - ROOM 26 - PRE-DAWN

Renee is sitting half dressed on the edge of the bed, pulling 
on her stockings.  Mr. Eddy/Laurent is asleep next to her.  
Renee stands up, finishes dressing, then leans down and 
kisses her lover while he sleeps.  Renee leaves the room, 
closing the door as quietly as possible behind her.

As the door CLICKS, Mr. Eddy/Laurent wakes up.  He sits up 
and gets a pack of cigarettes from the bedside table, shakes 
one out, lights it with a book of "Lost Highway Hotel" 
matches, and smokes it while seated on the edge of the bed.

								     CUT TO:

INT. LOST HIGHWAY HOTEL - ROOM 25 - PRE-DAWN

Fred, still fully dressed, is waking up, AS IF IN A TRANCE -
the same attitude he had on the videotape.  He strains 
upwards and looks eerily around the room.  He gets up and 
crosses slowly to a window.  He takes the edge of the window 
curtain and pulls it back.

The view is of the gravel parking lot of the hotel.

Fred's POV: He sees Renee, down below, walk over to a car, 
get in and drive away.

Fred walks back to his bed, picks up his revolver from under 
the pillow, crosses the room to the door and walks out.

								    CUT TO:

INT. LOST HIGHWAY HOTEL - CORRIDOR - PRE-DAWN

Fred crosses over to Room 26 and knocks softly on the door.

								    CUT TO:

INT. LOST HIGHWAY HOTEL - ROOM 26 - PRE-DAWN

Mr. Eddy/Laurent is standing - almost dressed, when he hears 
the knock.

				MR. EDDY/LAURENT
		Renee?

He goes to the door and opens it a crack.

As the door opens, Fred smashes the gun into Mr. Eddy/ 
Laurent's face and pushes his way inside the room.

Fred hits Mr. Eddy/Laurent viciously again with the gun 
barrel.

Mr. Eddy/Laurent is bleeding profusely from gashes on his 
forehead and nose.

				MR. EDDY/LAURENT
		What the fuck? What's going on?

				FRED
			(pointing the gun at him)
		You're coming with me.

Fred puts the pistol up against Mr. Eddy/Laurent's head and 
marches him out of the room - past the camera's eye.

The camera stays in the room and moves slowly toward the 
window, through which we see Fred and Mr. Eddy/Laurent appear 
down below in the back lot.

Still watching out the window, the camera sees Fred knock Mr. 
Eddy/Laurent over the head with the gun butt and put him into 
the trunk of a car.  Fred slams the trunk lid and climbs into 
the driver's side of what is obviously Mr. Eddy/Laurent's car 
- the Mercedes 600 Pullman.

As Fred drives away, a HAND appears in our window foreground. 
The hand moves the window curtain further to one side.  The 
camera pulls back to reveal it as the hand of the Mystery 
Man.  The Mystery Man leans fully into the frame and watches 
Fred drive off down the Lost Highway as day breaks.

								      CUT TO:

EXT. DESERT HIGHWAY - DAYBREAK

Fred is driving along the road.  Suddenly he pulls the car 
off the road and drives over the dirt and brush to a deserted 
spot, stops and gets out.

Fred opens the trunk. When he does ...

Suddenly, Mr. Eddy/Laurent charges up and attacks Fred -
knocking them both to the ground.  Mr. Eddy/Laurent tries to 
strangle Fred, but Fred's anger is too great.  Fred tears 
loose and gets Mr. Eddy/Laurent in a hold bending his head 
back.  Fred's hand reaches out behind him - feeling, 
searching.

A KNIFE appears.

it comes into Fred's hand from another.

Fred slices Mr. Eddy/Laurent's throat, and throws him down.

Mr. Eddy/Laurent squirms on the ground - his hand grasped 
around his throat - trying to hold his neck together.  Blood 
is flowing rapidly through his fingers and over the front of 
him as be turns and opens his mouth with a gurgling sound.

Fred stands, facing him, his pistol out now - pointing right 
at Mr. Eddy/Laurent's forehead.

CLOSE UP ON MR. EDDY/LAURENT - he lifts his head and stares 
at Fred.  Blood is rushing out of him.

				MR. EDDY/LAURENT
			(wet and jagged)
		What do you guys want?

The camera pans around to Fred - we see that the Mystery Man 
is standing beside Fred, and it is the Mystery Man who is 
holding the gun, not Fred.

The Mystery Man reaches into his pocket and pulls out a 
little watchman TV.  He turns it on and hands it over to Mr. 
Eddy/Laurent, who manages to take it.

Mr. Eddy/Laurent looks down at the small television screen.

Mr. Eddy/Laurent's POV: As he watches the TV screen, we move 
in until the screen fills the frame - as with the former 
videotapes.  The full frame of the TV screen reveals -

INT. ANDY'S HOUSE - LIVING ROOM - NIGHT

We see the movie screen on a wall in Andy's living room.  
Marian, Raquel and RENEE'S images are being projected on this 
screen, simultaneously involved in pornographic acts with two 
men. Watching this movie in Andy's living room are several 
people in shadows behind the light of the projector.  Among 
them we see RENEE and MR. EDDY/LAURENT standing next to ANDY.
Mr. Eddy/Laurent and Renee are hot - kissing - his hand is up 
under her skirt.  They are watching the porno film.  They are 
watching murky images of sex turning to violence.

In a CLOSE UP we see Renee and Mr. Eddy/Laurent in the 
shadows looking out at the film, both half-smiling, stoned, 
aroused.

The image on the Watchman changes now.

EXT. DESERT - DAYBREAK

On the Watchman TV screen Mr. Eddy/Laurent sees an image of 
Fred and the Mystery Man staring at him.  The Mystery Man's 
image speaks.

				MYSTERY MAN
			(on TV screen)
		Now you can hand it back to me.

Mr. Eddy/Laurent sees the Mystery Man's image reach out a 
hand.

Mr. Eddy/Laurent looks up.  The Mystery Man has his arm 
outstretched just as it was on the video image.  Mr. Eddy/ 
Laurent hands the Watchman back, and locks eyes with the 
Mystery Man.

				MR. EDDY/LAURENT
			(wet and jagged)
		You and me, mister, we can really out-
		ugly the sumbitches, can't we?

The mystery Man unloads the pistol into Mr. Eddy/Laurent, who 
jerks and dies in the dust.

The Mystery Man then leans close to Fred and whispers in his 
ear.

The camera moves in, past the Mystery Man to a CLOSE UP OF 
FRED'S EYES as he listens.

The camera cuts back wide to reveal Fred holding the gun.  He 
is standing alone - there is no Mystery Man.  Fred turns to 
go back to the car.

								      CUT TO:

EXT. THE MADISON HOUSE - DRIVEWAY - EARLY MORNING

Fred drives up to his house in Mr. Eddy/Laurent's Mercedes 
600 Pullman and stops in front.  He gets out of the car, goes 
to the front door and RINGS THE DOORBELL.  There is a BEEP sound.

				FRED
			(into intercom)
		Dick Laurent is dead.

								      CUT TO:

EXT. THE MADISON HOUSE - STREET - EARLY MORNING

As Fred finishes this sentence we see the cop car containing 
Ed and Al pull in to the curb just up the street from Fred 
and Renee's house.

								      CUT TO:

EXT. THE MADISON HOUSE - DRIVEWAY - EARLY MORNING

Fred turns and sees the cop car.  He jumps in his car, fires 
it up, and peels out.  The cops give chase.

								      CUT TO:

EXT. DESERT HIGHWAY - DAY

Fred is behind the wheel of his car.  Behind him are the 
cops.

CLOSE UP ON FRED'S FACE - through the front windshield.  The 
shot is wide enough to reveal the cop car in hot pursuit.

Fred's face begins to change again, grotesquely contorting as 
he races into the vortex.  His tormented SCREAM blends with 
the howling SIREN of the police car gaining on him.



				THE END