Actor Point >> Movie Scripts >> Punch-Drunk Love Film Script

Punch-Drunk Love Movie Script

Writer(s) : Paul Thomas Anderson

Genres : Comedy, Drama, Romance

Search IMDb : Punch Drunk Love



                    PUNCH-DRUNK LOVE

                           by

                  Paul Thomas Anderson




LOGO

Presentation cards with white, red, blue, blue-green
backgrounds, then:

                                            CUT TO:

INT. WAREHOUSE - EARLY MORNING

CAMERA (STEADICAM) holds on a man in a suit, sitting behind
a desk, on the phone: BARRY EGAN (Adam Sandler)

                         BARRY
            ...yes I'm still on hold...

                         OPERATOR
            And what was this?

                         BARRY
            I'm looking at your advertisement
            for the airline promotion and
            giveaway?

                         OPERATOR
            This is "Fly With Us?"

                         BARRY
            It's hard to understand because it
            says in addition to but I can't
            exactly understand in addition to
            what because there's actually
            nothing to add it too...

                         OPERATOR
            I think that's a type-o then, that
            would be a mistake.

                         BARRY
            So, just to clarify, I'm sorry: Ten
            purchases of any of your Healthy
            Choice products equals five hundred
            miles and then with the coupon the
            same purchases would value one
            thousand miles --

                         OPERATOR
            That's it.

                         BARRY
            Do you realize that the monetary
            value of this promotion and the
            prize is potentially worth more
            than the purchases?

                         OPERATOR
            I don't know...I mean: I don't know.

OC DISTANT SOUND OF A CAR SKIDDING TO A STOP, SOME VAGUE,
DISTANT SCREAMING IS HEARD...THEN SILENCE. Barry hears this,
gets distracted, then back to the phone call;

                         BARRY
            Can I call you back if I have any
            further questions...? Can I get
            your extension?

                         OPERATOR
            It's extension 215 if you want to
            try me back.

                         BARRY
            Ok. Thank you.

He hangs up the phone and walks through his warehouse. It's
fairly non-descript place, boxing materials, etc. Products
seem to be mainly silly novelties (pens that light up, key
chains, novelty toilet plungers, etc)

He lifts a LOADING DOOR and LIGHT POURS INSIDE, WASHES OUT
THE FRAME....he's silhouette....CAMERA follows him
out...stays overexposed and over his shoulder as he looks
down towards the street.....

...his business is situated at the end of a common driveway,
shared with a few other nondescript places and an Auto
mechanic....distant SOUND of a car SPEEDING and SKIDDING....

....hold, then:

....a JEEP CHEROKEE comes FLIPPING into FRAME, far off at
the mouth of the alley, on the street. The JEEP ends up
landing RIGHT SIDE UP....HOLD....

.....Barry flinches a little, stares.....the JEEP sits idle
for a moment....then it drives off....then:

A speeding, small TOYOTA comes into view at the mouth of the
alley, screeching to a halt. The passenger side door opens
and a small, wooden HARMONIUM (like a portable organ) is
placed on the ground. The TOYOTA speeds away.....

....a moment or two later another NON-DESCRIPT CAR flies
past very fast....

BEAT. Barry squints, looks at the small HARMONIUM sitting
alone in the middle of the street.

He hesitates, looks around, holds, then walks back inside
his warehouse.

                                            CUT TO:

INT. BARRY'S WAREHOUSE - THAT MOMENT

Barry on the phone again;

                         BARRY
            ....I'm not exactly sure what that
            means...

                         VOICE
            If they break or something. What is
            it, plastic?

                         BARRY
            It's a plastic, yeah.

                         VOICE
            Right. Alright, lemme call you
            first thing tomorrow, I'm gonna run
            the numbers, see what's what and
            I'll give you a call back --

                         BARRY
            Did you have my home phone number?

                         VOICE
            For what?

                         BARRY
            If you wanted to call me back I
            could...

                         VOICE
            I'm fine, I have your work number.

                         BARRY
            Ok...because of the time difference
            if you needed to call me early?

                         VOICE
            It's fine. I can just get you at
            your office.

                         BARRY
            Ok.

                         VOICE
            Ok, bye, bye.

                         BARRY
            Bye.

He hangs up the phone and walks outside, CAMERA follows him
again, out to the alley, over his shoulder......he looks
down the length of the alley at the Harmonium. HOLD, THEN:

A small FORD ESCORT pulls into the driveway, around the
Harmonium, parks......a young woman named LENA LEONARD
(Emily Watson) exits the car and starts to walk down the
length of the alley towards him.....CAMERA stays over his
shoulder and turns into a profile 2-shot;

                         LENA
            Hi. Do you work at the mechanic?

                         BARRY
            No.

                         LENA
            They're not open yet?

                         BARRY
            They don't get opened until eight.

BEAT. Barry gently steps back and out of the FRAME.

                         LENA
            Is it ok if I leave my car you think?

                         BARRY
            I don't know.

                         LENA
            I thought they opened at seven.
                   (beat)
            If I left my car would it be ok?

                         BARRY
            I don't know.

                         LENA
            Do you know them.

                         BARRY
            Not very well.

                         LENA
            Can I ask you, can I trust to leave
            my keys with you and give them to
            you so that when they get here you
            could give them to them?
                         BARRY
            Ok.

                         LENA
            You think it's ok where I left it,
            right there?

                         BARRY
            I think that'll be fine.

Lena hands him her keys, he steps back into FRAME, THEN:

                         LENA
            There's a piano in the street.

                         BARRY
            Yeah.

BEAT.

                         LENA
            Ok. Maybe I'll see you later. Thank
            you for your help.

                         BARRY
            Thank you.

                         LENA
            Maybe I'll see you later, when I
            pick up my car?

                         BARRY
            Ok.

She walks away....he starts back inside the warehouse,
hesitates, watches her go.....right before she reaches the
end of the alley, she glances back quickly, over her
shoulder....he dodges inside real quick.....

HOLD THE EMPTY FRAME......then he steps back out.....looks
off at the Harmonium.....and the empty street.....he looks
around some more....then he makes the long walk down the
street.

ON THE STREET.
Barry stares at the Harmonium a little bit, looks around,
both ways, then casually picks it up and walks back towards
his business.....

He brings it into his office and places it on his desk. He
tries a few keys....pressing down...there's no sound.

He presses his hand on the foot pedal and presses a key and
a small note is made.....BEAT....he does it again....and
holds the note.....

                                            CUT TO BLACK.

INT. WAREHOUSE - OFFICE - EARLY MORNING

Barry enters the warehouse with harmonium and runs into his
office. He places it on the desk and hits a key: no sound.

Barry goes to his knees and unlatched the bellows. He pumps
the bellow, reaches up, presses a note, and another...then
stands up into CU. and presses the 5 note
melody......SUDDENLY: THE SOUND OF THE POD BAY DOOR SLIDING....

....Barry spins around, scared shitless, sees: LANCE, who
enters the warehouse, Barry rushes out to greet him;

                         LANCE
            Hey, good morning, Barry.

                         BARRY
            Hey...Lance....can I.....

                         LANCE
            You ok?

                         BARRY
            Yes I'm fine.

                         LANCE
            Why you wearin' a suit?

                         BARRY
            Um....I bought one. I thought maybe
            it would be nice to get dressed for
            work, can I show you something?

                         LANCE
            Yeah.....you got here early huh?

                         BARRY
            ....yes.....

They enter into the office, Lance sees the harmonium;

                         LANCE
            What is this?

                         BARRY
            I don't know. I think it's a
            piano....a small piano.

                         LANCE
            That's not a piano.....I have a
            piano at home.....where'd you get it?

Lance walks around behind the harmonium....leaving Barry
alone....towards the warehouse......he starts to back up a
little.....

                         BARRY
            Well.....it was dropped on the
            street.....

Sal, Ernesto and Rico all start to come into work behind
Barry.....he sees them: CAMERA pushes in on Barry....

                         LANCE (OC)
            Why is it here? Barry....Barry?

                         BARRY
            ...it just....I don't know....I
            don't know.

LAND IN CU. ON BARRY. CUT TO BLACK.

TITLE CARD Punch-drunk Love Movie

(maybe color blooms/overture here)

INT. WAREHOUSE/MAIN AREA - DAY

CAMERA pushes in slow as Barry and Lance talk to TWO
CUSTOMERS about the plungers which are on display in front
of them. They speak all over each other doing shop talk, etc;

                         CUSTOMER
            You do guaranteed sale? etc.

                         BARRY
            We back our plungers 100% and we do
            ask for a 30 to 60 day display on
            the floor.....

In the b.g., RICO over the laud speaker says:

                         RICO
            Barry, your sister's on line one.

Barry doesn't move....

                         BARRY
            Yes.....we do ask for....30 to 60
            days....

                         CUSTOMER
            I think you have a call?

Rico turns around, without loudspeaker;

                         RICO
            Barry, your sister is on line one.

They look at him a moment....

                         BARRY
            I'm just gonna grab this call real
            quick?

ANGLE, REVERSE. Barry turns and heads for the phone nearby
at Rico's station;

                         BARRY
                   (into phone)
            .....This is Barry.

                         RHONDA
            Hey it's me, it's Rhonda. Are you
            coming to the party tonight?

                         BARRY
            Hi, Rhonda, yes I am.

                         RHONDA
            Bye.

She hangs up.

                         BARRY
            Ok. Yes I'll see you tonight.

Barry takes a few steps back to the Customers:

                         BARRY
            Sorry about that: One thing I
            wanted to point out, Dave, is that
            we've just received a large order
            from the Rio Hotel and Casino in
            Las Vegas where we're going to be
            supplying their hotel rooms with
            the dice and money plunger, so
            these babies are really moving well
            right now...

                         RICO
                   (over loudspeaker)
            Barry, your sister's on line two.
            Barry, your sister's on line two.

Barry tries again to ignore it....

                         BARRY
            With the Aqua Blast Whales and
            Speed Boats we're gonna ask for a
            display at eye level for the little
            kids.....

                         RICO
            Barry --

                         BARRY
            -- excuse me.

Barry walks back to the phone;

                         BARRY
            This is Barry.

                         KAREN
            Hey it's me, what are you doing?

                         BARRY
            Hello, Karen. I'm just working.

                         KAREN
            Yeah but what are you doing?

                         BARRY
            I'm just working....I have some
            customers here.....

                         KAREN
            So you can't talk to me?

                         BARRY
            I have a few people here, I can't
            really chat right now.

                         KAREN
            "chat?" Did you just say "chat?"

                         BARRY
            Well, I can't talk though --

                         KAREN
            You just fucking said "chat," that
            is so -- what are you now? "chat."
            I'm just calling to make sure you
            show up at this party tonight.

                         BARRY
            Yes, I'll be there.

                         KAREN
            Fine. You get back to chatting with
            your precious customers.

                         BARRY
            Ok, bye-bye.

Barry snaps out of this, turns, claps his hands in confidence
and walks back to the customers and says:

                         BARRY
            Sorry about that.

                         CUSTOMER
            I didn't know you had a sister?

                         BARRY
            .....Well yes I do....
                   (beat)
            But one more thing I wanted to tell
            you guys about the new plungers is
            that we're making the handles now
            in a non-breakable material
            called.....

He takes one of the plungers and to demonstrate smacks it on
the table....it SMASHES and rice falls out everywhere....

                         BARRY
            Ok...this is one of the old ones, I
            think. Lance do we have any new
            plungers around?

Lance moves to get a new plunger....

                         BARRY
            That was a little embarrassing and
            that was one of the old handles so
            let me get a new one to show you --

                         RICO
                   (loudspeaker)
            Barry, your sister is on line one.

Barry holds, then;

                         CUSTOMER
            How many sisters do you have?

                         BARRY
            ....I have seven.

                         CUSTOMER #2
            Holy shit. You have seven sisters?

                         BARRY
            They're calling because we're
            having a party tonight for my
            sister and the they're just
            calling....can you hang on for just
            two more minutes....?

Barry walks this time into his office......CAMERA tracks
with Barry to his office, seeing him try and shake this
off.....He EXITS FRAME.

                                            CUT TO:

INT. WAREHOUSE - OFFICE - THAT MOMENT

Barry enters, takes a quick moment to size up the
harmonium.....He picks up the phone and through the
conversation gently moves the harmonium to a different spot
on the desk;

                         BARRY
            This is Barry.

                         KATHLEEN
            What are you doing?

                         BARRY
            Hi, Kathleen, I'm just working.

                         KATHLEEN
            Are you going to the party tonight?

                         BARRY
            Yes I am.

                         KATHLEEN
            What are you doing?

                         BARRY
            Nothing.

                         KATHLEEN
            Right now, you're doing nothing?

                         BARRY
            I'm just talking on the phone to
            you and standing.

                         KATHLEEN
            What time are you gonna be there?

                         BARRY
            Seven o'clock.

                         KATHLEEN
            You can't be late.

                         BARRY
            I won't.

                         KATHLEEN
            I'm serious.

                         BARRY
            I know.

                         KATHLEEN
            Seriously.

                         BARRY
            Ok.

                         KATHLEEN
            You can't be late though.

                         BARRY
            I know.

                         KATHLEEN
            You can't just not show up like you
            do, you have to go.

                         BARRY
            I know.

                         KATHLEEN
            Seriously.

                         BARRY
            I know.

                         KATHLEEN
            You can't just stay in your house.

                         BARRY
            I know.

                         KATHLEEN
            Yeah but I'm serious.

                         BARRY
            Ok.

                         KATHLEEN
            I'll see you there.

                         BARRY
            I'll see you there.

                         KATHLEEN
            Don't puss out.

                         BARRY
            I won't.

Barry plays the 5 note melody on the Harmonium (carries over
into next scene....)

                                            CUT TO:

INT./EXT. WAREHOUSE - LATER (BRIDGE/BREAK MUSIC WISE)

Barry and his workers are having lunch. A LUNCH TRUCK is
parked by the driveway. Barry sees the CAR that Lena brought
by at the start of the movie....OC CALL from one of the
workers;

                         WORKER
            Telephone Barry on line one.

A mechanic passes by at this moment, keeps walking past;

                         BARRY
            What's wrong with her car?

                         MECHANIC
            Wha?

                         BARRY
            Is that car gonna be ok?

                         MECHANIC
            It's fine.

The mechanic keeps walking....Barry enters.

                                            CUT TO:

INT. WAREHOUSE/NEAR LANCE'S DESK - LATE AFTERNOON

Barry and the boys are prepping some boxes for shipping.
Ernesto walks over, says;

                         ERNESTO
            Barry, your sister's here.

Barry stands up fast, stumbles back a bit over some boxes,
recovers, ELIZABETH enters:

                         ELIZABETH
            Hey, how are you?
                         BARRY
            I'm fine, hi, how are you?

                         ELIZABETH
            I'm just stopping by to say hello.

                         BARRY
            Hello.

                         ELIZABETH
            So you're coming tonight, right?

                         BARRY
            Yes, indeed, yes I am.

                         ELIZABETH
            There's this girl, this friend of
            mine from work that I think is
            really cute and really cool and I
            want you to meet her so I was
            thinking about bringing her to the
            party tonight.

                         BARRY
            Oh yeah no I don't want to do that.

                         ELIZABETH
            Why?

                         BARRY
            Well I don't want to do something
            like that.

                         ELIZABETH
            She's my friend and you should meet
            her. You'd like her.

                         BARRY
            Yeah, but please don't do that.

                         ELIZABETH
            I'm not really asking you, I'm
            telling you.

                         BARRY
            Yeah but please don't do that:
            everyone would be looking at me.

                         ELIZABETH
            It's a free country, we can look at
            you if we want to.

                         BARRY
            Yes but I get tense and I feel like
            I can't be myself if that happens.

                         ELIZABETH
            That's your fault not mine.

                         BARRY
            I don't think I'm going to the party.

                         ELIZABETH
            So it's ok if I bring her.

                         BARRY
            Please don't.

                         ELIZABETH
            She's really cute and she's really
            nice.

                         BARRY
            ...please, I just don't want it....

                         ELIZABETH
            ....wait a minute: why is this
            about you now? Why is it always
            about you?

                         BARRY
            Yeah, no, it's not, it's just --

                         ELIZABETH
            I'm trying to be your friend.

                         BARRY
            I know.

                         ELIZABETH
            I'm trying to get you a girlfriend.

                         BARRY
            Well, yeah, thank you, but --

                         ELIZABETH
            -- but since you're not going I
            guess none of this matters and I'll
            bring her anyway.

BEAT. HOLD. She stares him down.

                         ELIZABETH
            All I'm trying to do is be your
            friend.

She leaves. HOLD ON BARRY. He air punches/twitch.

                                            CUT TO:

INT. WAREHOUSE - LATER/BLUE HOUR - NIGHT

Barry is alone, closing up. He takes a look at the Harmonium
and presses it, makes a sound....a little bit more....makes
a few notes. END SCORE QUE as it blends and fades into the
notes that Barry plays.

BEAT. He closes its small cover, does something on his desk
and then:

His face gets bright red, he holds back tears, opens his
mouth and has a serious but small burst of overwhelming
emotion and then it's over.

INT. SUPERMARKET - NIGHT

CU. BIRTHDAY CARD.
Barry's hands reaches in and picks a birthday card.

ANGLE, WIDER, THAT MOMENT.
Barry grabs the card and starts to push his cart....but he
pushes it straight into a SIX YEAR OLD KID who's pushing a
cart around....they slam into each other....

Barry apologizes....the KID just takes off....Barry's cart
now has a slightly damaged wheel that wobbles like crazy....

ANGLE, FROZEN FOOD AISLE.
CAMERA tracks left to right with Barry as he heads for the
Healthy Choice Frozen Dinner. He grabs one.

CU. BARRY. LOW ANGLE.
He looks at box.

BARRY'S POV - THE BOX
Slow zoom in. The sticker reads: "Fly Away With Us! The More
You Buy The More You Earn."

ANGLE, SOUP SECTION.
CAMERA tracks along right to left with Barry as he moves
towards some SOUP. He grabs one, inspects it.....then puts
it back.

CU. SOUP CAN.
It's put back on the shelf: TILT down to price: 79 cents.

Barry turns his cart around and SMACKS right into someone
else again, screwing up another wheel on his cart.

ANGLE, BARRY.
CAMERA, tracks alongside him, left to right as he comes
across: PUDDING. The price: 4/$1.00.

MED. BARRY in the middle of the aisle.
He reacts......smiles...holds....thinks....looks around,
then starts to load up on the pudding.

ANGLE, BARRY.
He pushes TWO SHOPPING CARTS FULL OF PUDDING over to the
STORE MANAGER who's on his knees, stacking milk.....Barry
kneels down, CAMERA PUSHES INTO A CU. as he speaks sotto;

                         MANAGER
            Hello.

                         BARRY
            Hello, sir. My name is Barry Egan
            and I'd like to ask if you have any
            more Healthy Choice pudding in the
            back?

                                            CUT TO:

INT. SUSAN'S HOUSE - NIGHT

The door opens slowly and Barry peers his head around and
into the house very cautiously, CAMERA PUSHES IN and PANS
slightly LEFT to reveal: THE KITCHEN.

Barry's SEVEN SISTERS are all there, preparing dinner and
talking away....they turn and see him;

                         SUSAN
            There he is! Do you remember when
            we used to call you gay and you'd
            get all mad?

                         KATHLEEN
            -- we were calling you gay and you
            got so mad that you threw a hammer
            through the sliding glass door --
            do you remember?

                         BARRY
            I don't really remember that.

                         KATHLEEN
            Yes you do. We were calling you Gay
            Boy and you got so mad....

                         BARRY
            Yes, yes, right.

                         SUSAN
            We're trying to remember why you
            had the hammer in the first place?

                         BARRY
            ...um.....

                         KATHLEEN
            The hammer that you threw....why
            did you have it?

                         SUSAN
            You don't remember -- you had the
            hammer and you threw it -- ?

                         BARRY
            I remember, yes.....

                         SUSAN
            Why did you have it?

Another sister, RHONDA, enters from behind, Barry jumps, says:

                         RHONDA
            He was building a ramp for the dog.

                         KATHLEEN
            He was making a ramp for the dog!
            That's right!

                         SUSAN
            That's right....ramp for the
            dog..... And you just threw the
            hammer.

                         BARRY
                   (to Rhonda)
            Happy Birthday, Rhonda.

                         RHONDA
            Thank you. Thank you so much, Barry.

She gives him a very quick hug and kiss and sets the cake
next to a bigger, cooler looking cake.

Mia approaches holding a baby.....Barry tries to say hello
to the baby, but Mia slowly turns the baby out of Barry's
grasp....making herself the center of his attention;

KITCHEN/DINING ROOM, THAT MOMENT

Barry gets slightly turned around trying to reach the
baby...and ends up in a doorway that leads to the dining
room, revealing himself to: ELIZABETH, KAREN, NICOLE AND
ANNA. There are also: THREE BROTHER IN LAW'S (WALTER, LARRY
AND STEVE)

                         ELIZABETH
            Hey....I was just telling everyone
            about how I was gonna bring this
            girl for you but you wouldn't let
            me do it.

                         BARRY
            Hello everyone.

KAREN steps up and greets him;

                         KAREN
            Did you think that we'd all be
            looking at you?

                         BARRY
            No, no, no.

                         KAREN
            Well it's just not true. We
            wouldn't be looking at you -- why
            are you wearing this suit? Did you
            say hello to your brother in law's?

                         STEVE/LARRY
            Hi, Barry. How ya doin? Good, good.

                         KAREN
            Say hello to them, that's right,
            good, good. Ok. Come on, we're
            gonna eat now.....let's go.....

Barry shakes hands and hello's with the brother in law's.
He's left alone for a moment with Walter and Elizabeth;

                         WALTER
            How you doin' Barry?

                         BARRY
            Hi Walter.

                         WALTER
            How's business?

                         BARRY
            Business is very food, thanks.
                         ELIZABETH
            What's very food?

                         BARRY
            What?

                         ELIZABETH
            You just said very food.

                         BARRY
            Did I say that?

                         WALTER
            Yeah.

                         BARRY
            That was weird. I meant good.

                         WALTER
            Maybe you said that because you're
            hungry.....

Walter moves to help everyone...they're moving to set the
table......

CAMERA CLOSES IN ON BARRY AND ELIZABETH alone for a beat:

                         ELIZABETH
            You're lucky. She couldn't come
            anyway --

                         BARRY
            Well I'm glad you didn't, thank you.

                         ELIZABETH
            She couldn't come I said. Are you
            nervous?

                         BARRY
            No.

                         ELIZABETH
            You look nervous.

                         BARRY
            I'm not, I'm very happy.

RHONDA passes;

                         RHONDA
            Come on homo-boy, we're eating now.

Elizabeth leaves, HOLD ON BARRY.

CAMERA PUSHES IN TOWARDS EVERYONE SETTING THE
TABLE.....CAMERA ROTATES AROUND.....everyone is still
chatting a bit about "Barry gay boy," and "the girl that was
gonna be here that Barry wouldn't allow."

ANGLE, REVERSE. Barry is standing in front of the floor to
ceiling sliding glass doors.....in an INSTANT, he TURNS AND
THROWS HIS FIST STRAIGHT THROUGH THREE OF THEM, THEY
SHATTER....he turns back, they are all staring straight at
him in silence. HOLD, THEN:

In unison they all go ape shit:

                         GROUP
            WHAT THE FUCK IS YOUR PROBLEM.
            GODDAMNIT BARRY. YOU FUCKIN' MANIAC.
            ETC. ETC.

                                            CUT TO:

INT. SUSAN'S HOUSE - HALLWAY - LATER

It's later and WALTER and BARRY walk down a small hall and
into a kids room. They're OC for a few moments as the CAMERA
slowly pushes in and towards the room. Following sotto;

                         WALTER
            What's up?

                         BARRY
            Well I'm sorry. Before...

                         WALTER
            Mhm.

                         BARRY
            And I'm sorry that I did that.

                         WALTER
            It's alright.

                         BARRY
            I wanted to ask you because you're
            a doctor, right?

                         WALTER
            Yeah.

                         BARRY
            I don't like the way I am sometimes.
                   (beat)
            Can you help me?
                         WALTER
            Barry, I'm a dentist, what kind of
            help do you think I can give you?

                         BARRY
            I know that. Maybe you know other
            doctors?

                         WALTER
            Like a psychiatrist?

                         BARRY
            I don't have anyone to talk to
            things about and I understand it's
            confidential with a doctor - I'm
            embarrassed about that and I don't
            want my sisters to know?

                         WALTER
            You want a number for a
            psychiatrist, I can get you one,
            that's not a problem. but what
            exactly is wrong?

                         BARRY
            I don't know if there's anything
            wrong with me because I don't know
            how other people are.....Sometimes
            I cry a lot.....for no reason.

Barry starts to cry. Walter just stares at his. HOLD.

Barry stops, recuperates, then leaves.....as he does;

                         BARRY
            Please don't tell my sisters.

                                            CUT TO:

INT. BARRY'S APARTMENT - LATER

CU. HEALTHY CHOICE COUPON.
Barry's scissors cut out a coupon and reveal an image
beneath in another section of the newspaper...it's the sexy
LEG of a woman....

BARRY very casually pushes some papers aside and looks at
the ad...

HOLD ON HIS FACE. He looks....then:

MOMENTS LATER, BARRY ON THE PHONE.

He listens;

                         OPERATOR GIRL (OC)
            Hi, this is Janice The Operator,
            who's this?

                         BARRY
            Hello, how are you?

                         OPERATOR GIRL (OC)
            Hi, is this your first time calling?

                         BARRY
            Yes it is.

                         OPERATOR GIRL (OC)
            Can I have your credit card number,
            followed by the expiration date?

                         BARRY
            Can I ask how much is this?

                         OPERATOR GIRL (OC)
            -- it's $2.99 per minute for the
            first half hour and $1.99 per
            minute after that.

                         BARRY
            ......and this is confidential?

                         OPERATOR GIRL (OC)
            What do you mean?

                         BARRY
            It's....confidential, the call, my
            information is private.

                         OPERATOR GIRL (OC)
            Of course. Would you like to talk
            to a girl? I can connect you with a
            beautiful girl if I can just get
            your credit card number followed by
            the expiration date?

                         BARRY
            ...3407 2627 3444 8095 expiration
            05/04.

                         OPERATOR GIRL (OC)
            And your billing address and the
            name as it appears on the card?

                         BARRY
            .....1274 Moorpark. Sherman Oaks,
            California. #4. 91403.

                         OPERATOR GIRL (OC)
            And your name?

                         BARRY
            Barry Egan.

                         OPERATOR GIRL (OC)
            And your Social Security number.

                         BARRY
            What's that for?

                         OPERATOR GIRL (OC)
            It's just for verification through
            the credit card company.

                         BARRY
            -- and this is confidential?

                         OPERATOR GIRL (OC)
            Of course, it's just for us to
            verify your credit card information.
            It's completely confidential and it
            appears on your credit card billing
            statement as D&D Mattress Man.

                         BARRY
            337.....I'm sorry....

                         OPERATOR GIRL (OC)
            It's ok, take your time.

                         BARRY
            337-09-9876. But I don't want
            anyone to know my name.

                         OPERATOR GIRL (OC)
            No one will know your name.

                         BARRY
            Can you say that my name is Jack?

                         OPERATOR GIRL (OC)
            You want her to call you Jack?

                         BARRY
            I just don't want anyone to know
            it's me.

                         OPERATOR GIRL (OC)
            That's fine. Can I have a telephone
            number, area code first on where we
            can call you back?

                         BARRY
            No I just....I don't want to, I
            just want to be connected to talk
            to a girl.

                         OPERATOR GIRL (OC)
            It's a call back service -- a girl
            will call you back.

                         BARRY
            I thought I was just gonna be
            connected to talk to a girl -
            that's fine, ok, I'm sorry, it's,
            um.....818....

                                            CUT TO:

INT. BARRY'S APARTMENT - MOMENTS LATER

Barry waiting at his dining room table. HOLD. The PHONE
RINGS. He picks it up;

                         BARRY
            Hello, this is Back.

                         SEXY VOICE
            Hi, is this Jack?

                         BARRY
            Yes.

                         SEXY VOICE
            This is Georgia.

                         BARRY
            Hi. This is Jack.

                         SEXY VOICE
            So what are you doing tonight, Jack?

                         BARRY
            Nothing.

                         SEXY VOICE
            Nothing, huh, do you know what I'm
            doing?

                         BARRY
            No.

                         SEXY VOICE
            I'm just laying on my bed.

                         BARRY
            Where are you?

                         SEXY VOICE
            I'm in my bedroom.

                         BARRY
            No, I mean, what city, what state
            are you in?

                         SEXY VOICE
            Are you watching a porno movie?

                         BARRY
            No.

                         SEXY VOICE
            Do you like porno movies?

                         BARRY
            Sure.

                         SEXY VOICE
            Yeah....? So...Jack...are you
            stroking that big fat fucking cock
            of yours?

He walks into something.

                         BARRY
            ....no....

                         SEXY VOICE
            Yeah? So what are you doing, then?

                         BARRY
            ...just talking to you....

                         SEXY VOICE
            Are your pants off?

                         BARRY
            No.

                         SEXY VOICE
            I'm wearing a t-shirt and panties.

                         BARRY
            Really?

                         SEXY VOICE
            Yeah. And looking at myself in the
            mirror. Do you wanna know what I
            look like?

                         BARRY
            It doesn't matter.

                         SEXY VOICE
            What do you mean it doesn't matter?

                         BARRY
            Well. I have no way of knowing. So
            it doesn't matter.

                         SEXY VOICE
            I don't lie, Jack. I'm about 5'8,
            blonde 34,28,34. Pretty thin, I
            work out. My pussy's shaved. My
            friends say I'm pretty cute, so....

                         BARRY
            Really?

                         SEXY VOICE
            What do you mean, "really?" Yeah.
            Really. What about you?

                         BARRY
            It doesn't matter.

                         SEXY VOICE
            Yeah....you're married aren't you,
            Jack?

                         BARRY
            No.

                         SEXY VOICE
            You have a girlfriend?

                         BARRY
            ...yes...

                         SEXY VOICE
            Where is she?

                         BARRY
            She's...not here...she went out.
            She went out of town, she travels a
            lot.

Barry holds his head in his hands for minute, then stands
out of it --

INT. BARRY'S APARTMENT - MOMENTS LATER

                         SEXY VOICE
            I'm horny, Jack, what about you?

                         BARRY
            ...yeah.....

                         SEXY VOICE
            Does Jack like to Jack Off?

                         BARRY
            Sometimes when I'm lonely.

                         SEXY VOICE
            ...yeah....well you have me now.

                         BARRY
            You sound very cute, very nice.

                         SEXY VOICE
            Thank you. What do you do, Barry?

                         BARRY
            I have my own business....I work. I
            work hard at doing my business.

                         SEXY VOICE
            Yeah....do you do well, do you make
            alotta money?

                         BARRY
            I do pretty good, I think. I wish I
            was making more, doing a little bit
            better. I can,t get over a certain
            hump. I will...I will crack
            something soon I think and really
            do better...I'd like to
            diversify...but I'm doing great, I
            think, as a start.

                         SEXY VOICE
            So.....are you stroking it, yet,
            honey?

                         BARRY
            No.

                         SEXY VOICE
            Well why don't you take your pants
            off and stroke it for me?

                         BARRY
            Ok.
                         SEXY VOICE
            Yeah...that's it...God I Am So
            Horny...I wish I was there to help
            you.....I wish I was there for you,
            Barry.

                                            CUT TO:

INT. BARRY'S BATHROOM/BEDROOM - LATER

It's a little bit later and Barry stands in his bathroom,
washes his face....HOLD....then he dries his face, walks
into his bedroom, gets into bed wearing T-shirt and
underwear.....he crawls in, curls up in fetal position....

                                            JUMP CUT TO:

INT. SAME EXACT ANGLE - MORNING

Sun comes in now. Barry is somehow dressed in a FULL ADIDAS
SWEAT SUIT complete with SNEAKERS. He wakes up, looks down
and sees this, confused;

                         BARRY
            Whassis?

                                            CUT TO:

INT. KITCHEN - MOMENTS LATER

Barry is dressed for work in another suit now. He grabs some
stuff and heads for the door when the phone rings;

                         BARRY
            Hello?

                         SEXY VOICE
            Hey. What are you doing? How are you?

                         BARRY
            I'm fine. Who is this?

                         SEXY VOICE
            Georgia.

BEAT.

                         BARRY
            Hi....what....what's up....?

                         SEXY VOICE
            It's ok that I'm calling, right, I
            mean? It's ok.

                         BARRY
            Yeah. No. It's ok. What's goin' on?

                         SEXY VOICE
            I just wanted to call and talk to
            you, thank you for last night, try
            and get you before you went to work
            and say, "hey."

BEAT.

                         BARRY
            I'm going to work.

                         SEXY VOICE
            Uhhh...I am sooo tired...I stayed
            up too late last night, what about
            you, when did you go to sleep?

                         BARRY
            Not very late.

                         SEXY VOICE
            You're going to work now?

                         BARRY
            Yes.

                         SEXY VOICE
            Can I ask you a question?

                         BARRY
            Uh-huh.

                         SEXY VOICE
            Remember last night I was talking
            to you and I was telling you about
            my apartment, my rent -- ?
                   (beat)
            Do you remember?

                         BARRY
            Yes.

                         SEXY VOICE
            This is really weird and really
            embarrassing for me but....uh....
                   (beat)
            I was wondering if you could help
            me out with a little bit of money.

                         BARRY
            Me?

                         SEXY VOICE
            Yeah.

                         BARRY
            I can't really. Yeah, no. I mean. I
            can't afford it.

                         SEXY VOICE
            You don't even know how much it is.

                         BARRY
            I know but I....how much is it?

                         SEXY VOICE
            Like seven-fifty. Seven hundred fifty?

                         BARRY
            Yes, no, yes. I can't. I can't
            afford that. I'm sorry. Sorry.

                         SEXY VOICE
            Really? Please?

                         BARRY
            You have trouble, financial trouble?

                         SEXY VOICE
            Yeah. It's so hard these days and I
            really need it.

                         BARRY
            Yes I can't....I don't make enough
            money to be able to do that.

                         SEXY VOICE
            I thought you had your own business.
            You said you were gonna diversify
            and all that stuff....

BEAT. Barry steps back a little....

                         SEXY VOICE
            So you think you can?

                         BARRY
            No. I'm sorry.

                         SEXY VOICE
            Should I call back and talk to your
            girlfriend?

                         BARRY
            ....what....?

                         SEXY VOICE
            I was wondering if it's better to
            ask your girlfriend for the money?
            It could be really easy. I mean, I
            have all your information, credit
            card information and billing stuff --

Barry hangs up the phone real fast. HOLD. He doesn't move.

                                            CUT TO:

INT. BARRY'S WORK/WAREHOUSE - MORNING/LATER

CAMERA (HAND HELD) behind Barry, as he walks through the
warehouse, greets the boys, says hello to Lance, etc. Lance,
taking his cue from Barry, is a bit more dressed up today....

                         LANCE
            Good morning, Barry....

                         BARRY
            Hi, Lance.

                         LANCE
            What's with all this pudding, what
            is this?

CAMERA sees that all the pudding Barry bought has been
stacked neatly in a corner. Barry stops dead in his tracks
to explain;

                         BARRY
            That's part of a very interesting
            airline promotion giveaway that's
            really tremendous. I'm going to
            start a collection of pudding and
            coupons that can be redeemed for
            frequent flyer miles through
            Healthy Choice and American
            Airlines --

                         LANCE
            You're goin' on a trip?

                         BARRY
            No.........but airline miles are
            just like a currency these days.

                         LANCE
            You should go on a trip.

                         BARRY
            No thanks.

                         LANCE
            So what should I do with the pudding?

                         BARRY
            Let's just leave it there for now.

Barry goes into his office and looks at the Harmonium. BEAT.
He presses some keys, makes a little more noise with it. (a
quarter of some sort of melody starts here...)

ANGLE, MOMENTS LATER.
Barry is cutting up his CREDIT CARD with some scissors. He
throws it away.

ANGLE, MOMENTS LATER.
Barry paces around a little bit.....CAMERA stays inside and
watches him as he walks outside for a moment, looks
around....he sees something outside, hesitates, then dodges
back inside the warehouse --

-- once inside, he takes a horrendous, hurtful fall over
something....He stands up quick;

                         BARRY
            This is not supposed to be here.
            Seriously. Carlos, Carlos, this is
            really not supposed to be here. I
            don't mean to be a dick; but that's
            gonna hurt someone. It already did
            hurt someone: It hurt me, so please
            let's move that.

He backs away, then steps OUT OF FRAME...a moment later
ELIZABETH (his sister) and LENA (from the opening) enter the
warehouse, walking towards Barry;

                         ELIZABETH
                   (to Lena)
            He's wearing a suit again, I don't
            know why he's wearing a suit, he
            doesn't usually dress like that --

                         LENA
            It's fine.

CAMERA pushes in towards LENA and blends to 30fps...she
smiles, looks ahead, CAMERA slowly pans a 180 around to
become her POV.

Barry is standing near the harmonium, fiddling around. He
looks up, sees Elizabeth and Lena walking towards him and
tenses....they meet in the middle of the warehouse;

                         ELIZABETH
            Hey, what are you doing? Why are
            you wearing a suit again?

                         BARRY
            I don't know.

                         LENA
            Hi.

                         BARRY
            Hi.

                         LENA
            Do you remember me, I left my car,
            yesterday.

                         BARRY
            Yes I do.

                         ELIZABETH
            This is Lena, she's a good friend
            of mine from work. We were in the
            neighborhood and she had to pick up
            her car and we're getting breakfast
            before we go in, so did you want to
            go? We're gonna go and eat, let's go.

                         BARRY
            Yeah I can't.

                         ELIZABETH
            Why?

                         BARRY
            I have work, I can't leave.

                         ELIZABETH
            Seriously, though: We're going to
            eat, I said.

                         BARRY
            I'm sorry.

                         LENA
            It's ok. That's alright.

                         ELIZABETH
            Are you learning how to play the
            piano? What is that?

                         BARRY
            It's not a piano. LANCE! LANCE!
            MAKE SURE THAT YOU CALL THAT GUY IN
            TOLEDO.

                         LANCE (OC)
            WHICH?

                         BARRY
            ...I'll tell you later.

                         ELIZABETH
            You don't wanna come to eat with us?

                         WORKER VOICE
            TELEPHONE BARRY ON LINE TWO!

                         ELIZABETH
            What's all this pudding?

                         BARRY
            I don't know. Can you hang on a
            second?

CAMERA follows Barry as he walks back to his little office,
picks up the phone;

                         BARRY
            Hello?

                         SEXY VOICE
            We got disconnected before....

                         BARRY
            No. No. We got disconnect --
            why?.....you're calling me at
            work....how did you get this
            number -- ?

                         SEXY VOICE
            See the thing is I could make it
            really easy on you -- I already
            have your credit card number, your
            information, address and stuff.
            This is so awkward asking like
            this, I'm sorry --

                         BARRY
            This makes me very uncomfortable.

                         SEXY VOICE
            I need help.

BEAT.

                         SEXY VOICE
            Should I just ask your girlfriend?
                   (beat)
            Maybe I should call back and talk
            to your girlfriend?

                         BARRY
            I don't have a girlfriend --

                         SEXY VOICE
            -- you said you did.

                         BARRY
            I know I did. But I don't.

                         SEXY VOICE
            You lied to me?

                         BARRY
            I didn't lie.

                         SEXY VOICE
            Why did you tell me you did, then?

                         BARRY
            This is....illegal....I'll call the
            police.

                         SEXY VOICE
            No you won't.

ANGLE, ELIZABETH AND LENA

                         LENA
            I'll go pay for my car.

                         ELIZABETH
            Are you sure?

                         LENA
            Yeah.

                         ELIZABETH
            He's being weird, I'm sorry. I have
            no idea why he's being weird and
            dressed in a suit --

                         LENA
            It's not bad, it's ok.

                         ELIZABETH
            -- he's so strange I don't know if
            you really even would want to go
            out with him, someone like him, I
            said I'd try, but it's just --

                         LENA
            It's ok, it's alright. I'll come
            right back, I'll just go pay for my
            car.

                         ELIZABETH
            Sorry.

She leaves. Elizabeth heads for Barry's office;

ANGLE, BARRY on the phone

                         SEXY VOICE
            Come on, I thought we had fun, rich
            boy --

                         BARRY
            This is not cool.

                         SEXY VOICE
            It was cool last night.

                         BARRY
            I have to go.

                         SEXY VOICE
            Are you telling me no?

                         BARRY
            No I'm sorry, now I have to get off
            the phone....

                         SEXY VOICE
            ....this is your mistake....

Elizabeth comes walking into his office, starts whispering
to him as he's on the phone;

                         ELIZABETH
            Hey, hey, you should ask her out --
            what do you think, she's cute, right?

                         BARRY
                   (into phone)
            I'm gonna call you back.

He starts to hang up the phone, turns to Elizabeth as we hear;

                         SEXY VOICE
                   (trailing off)
            ...MOTHERFUCKER, NO....

                         BARRY
            She is. I think, why did you come
            here like this?

                         ELIZABETH
            It's not cool?

                         BARRY
            It's fine, but --

                         ELIZABETH
            -- do you think you'll ask her out?

                         BARRY
            I feel really on the spot now.

                         ELIZABETH
            Are you gonna do it?

                         BARRY
            I don't do that. I don't - things
            like that.

                         ELIZABETH
            You don't do anything, why are you
            being scared?

                         BARRY
            I'm not being scared, you're just
            going to rag me if I do this --

                         ELIZABETH
            I'm not gonna rag you. Why would I
            do this just to rag you?

                         BARRY
            I don't know.

                         ELIZABETH
            I'll leave then, I'll go to get
            something from my car, go away so
            you don't feel pressure. Can I ask
            you a serious question:

                         BARRY
            What?

                         ELIZABETH
            Did you ask Walter to get you a
            shrink?
                   (beat)
            Barry, did you ask Walter to get
            you a shrink? What's wrong with you?
            Are you ok?

                         BARRY
            I didn't ask him that. He's lying.

                         ELIZABETH
            You're being weird again, see. Come
            on. Please don't be weird.

ANGLE, BARRY AND ELIZABETH, MOMENTS LATER
They walk out and as they do, Lena comes back in with her
keys in her hand, Elizabeth keeps walking past;

                         ELIZABETH
            I gotta grab something from my car....

                         LENA
            We should be going --

                         ELIZABETH
                   (over her shoulder)
            Yeah, no, I have to get something
            from my car, I said.

Barry and Lena about to be alone as Lance walks up;

                         LANCE
            Which guy in Toledo are you talking
            about?

                         BARRY
            I'll tell you...the
            guy...with...just talk to me later
            about it, ok?

                         LANCE
            You talkin' to me about Ramada Inn?

                         BARRY
            I have to talk to you in a second
            about that, Lance, ok?

He walks away, Lena turns to him;

                         LENA
            I'm sorry I couldn't come to your
            sister's birthday party last night,
            Elizabeth had invited me and I
            couldn't make it --

                         BARRY
            It's fine. It was fun, though.

                         LENA
            It must be weird for you to have so
            many sisters?

                         BARRY
            No. Not at all. It's nice.

                         WORKER (OC)
            Telephone, Barry Line One!

Barry turns instantly and walks away....he turns back as he
walks....TWO SHOT - track left with him....

                         BARRY
                   (turns back)
            One second, sorry.

IN THE OFFICE, THAT MOMENT
He picks up the phone.

                         BARRY
            Hello?

                         SEXY VOICE
            Hang up again and see the trouble
            it's gonna make.

Barry instantly hangs up the phone, turns around and walks
back to Lena;

                         LENA
            Business is good, you're busy?

                         BARRY
            Yeah, not really.

                         LENA
            I saw a picture of you.

                         BARRY
            Yes.
                         LENA
            Elizabeth has a picture of you
            guys -- your sisters and you, it's
            a lot of family, it must be nice.

                         BARRY
            Do you have brothers or sisters?

                         LENA
            No. I'm the exact opposite --

                         BARRY
            That must be nice. That must be
            really, really, really great.

                         LENA
            It's terrible, no.

No response from Barry. (cut to reverse 2-shot as they look)

                         LENA
            What do you do with all this pudding?

                         BARRY
            That's not mine it's one of the
            guys that works here. That
            pudding's not mine.

BEAT. In the b.g., two WORKERS are dealing with getting a
large crate on top of a large stack of crates, they're using
a fork lift....in an instant the large CRATE tumbles to the
ground and SMASHES....Barry attempts to not notice this;

                         LENA
            Oh My God.

                         BARRY
            It's ok. That's ok. How long have
            you worked with Elizabeth?

The workers start calling out and apologizing for this to
Barry, who keeps looking straight ahead to Lena;

                         LENA
            Six months, maybe five, five or six
            months...do you wanna check that?

                         BARRY
                   (to the guys)
            Are you guys hurt?

                         WORKERS/LANCE
            No, no, we're ok....Barry, sorry --
                         BARRY
                   (back to Lena)
            So you do what she does, the same
            work, the same job?

                         LENA
            I do, but I do field consultations
            mainly too which is cool because I
            get to travel. I travel. A lot of
            the time. I'm going to Hawaii on
            Friday.

                         BARRY
            That's great -- Hawaii. I was
            thinking about going there.

                         LENA
            Really?

                         BARRY
            I was, yeah, I was thinking about
            going there for business --

                         LENA
            -- well, if you're gonna go --

                         BARRY
            -- I'm probably not gonna go though.

                         LENA
            -- oh that's too bad, it's so great
            over there and if you were there we
            could say hello to each other or
            something --

                         BARRY
            -- yeah that would be great, if I
            was gonna go but I'm not exactly
            sure, I have so much goin on
            here -- A lot depends on this thing
            I might do here and if that happens
            I can't go and if it doesn't happen
            then I probably will, but I doubt it.

There's another LOUD CRASH as they try to reposition the box
that's fallen, giving way to something else that FALLS. In
other words, to correct the mistake they've already made,
they have to sacrifice another CRATE that CRASHES. She
looks, Barry just flinches, tries to stay looking straight
ahead; CAMERA (HAND HELD) with Elizabeth, comes walking back
in.....says to Barry:

                         ELIZABETH
            I can't find that thing in my car,
            I can't find it so I'll just get it
            and give it to you later. So?

                         LENA
                   (to Elizabeth)
            You ready?

                         ELIZABETH
            Are you coming to eat with us?

                         BARRY
            Yeah I can't.

                         ELIZABETH
                   (at the crates)
            OH MY GOD. Look at that.

                         LENA
                   (to Barry)
            It was great to meet you again. To
            see you again, thanks for helping
            me yesterday --

                         BARRY
            Ok.

                         ELIZABETH
                   (to Barry)
            What's all this pudding?

                         BARRY
            It's not mine.

                         ELIZABETH
            Why's it here?

                         BARRY
            I have no idea.

                         LENA
                   (to Elizabeth)
            Are you ready?

                         ELIZABETH
                   (to Barry)
            Will you call me later to talk
            about asking Walter for the shrink?
            And we can talk about - he said you
            have this crying problem or something?

                         LENA
            Bye, Barry.

                         BARRY
            Goodbye.

                         ELIZABETH
            Call me later.

Lena and Elizabeth leave. CAMERA leads them as they walk;
Sound starts to drop out, we see Barry and the boys cleaning
up the boxes in the back....move into a CU on Lena....Music
Cue. Score. treated piano, small rhythm/melodic(notes of
harmonium so far)/gentle.

                         ELIZABETH
            So I'll meet you at the restaraunt?

                         LENA
            Ok.

Lena gets into her car. Elizabeth keeps walking. She waits
until Elizabeth is out of sight at the mouth of the driveway
and then she gets back out of her car and walks straight
back into the warehouse.

                                            CUT TO:

INT. WAREHOUSE - THAT MOMENT

She comes walking in and over to Barry;

                         LENA
            I'm going to go and eat tomorrow
            night do you want to go with me?

                         BARRY
            Sure.

                         LENA
            Do you want to pick me up?

                         BARRY
            Sure.

                         LENA
            Can I write down my address and
            phone number for you?

                         BARRY
            Sure.

They do a small search for a piece of paper, get it all
written down and sorted out and then -- as they do this
there is even more CRASHING AND SMASHING in the b.g., by the
boys -- Barry and Lena settle up and say so long.

                         BARRY
            This is funny.

                         LENA
            Yeah.

                         BARRY
            I didn't ask anyone for a shrink,
            that was someone else. Also: This
            pudding is not mine. Also: I'm
            wearing a suit because I had a very
            important business meeting this
            morning and I don't have a crying
            problem.

                         LENA
            Ok.

                         BARRY
            Alright?

                         LENA
            ....Hi.....

                         BARRY
            ....Hi.....

She walks off. CAMERA leads her out, holds a CU. as she
smiles to herself -- lead her a bit more until she's
outside, and she gets in her car --

CU. BARRY. He smiles, looks around, holds back his emotion
so it looks like he'll explode....tenses, smiles, tears,
looks around....HOLD. End Music Que.

                         LANCE (OC)
            Barry, Line One, Telephone!

Barry walks in. HOLD. He picks up the phone.

                         BARRY
            Hello?

                         SEXY VOICE
            You've just made a war that you
            cannot afford.

She hangs up real quick. HOLD. Barry and his harmonium.

                                            CUT TO BLACK.

Title Card: Provo, Utah

FADE IN:

INT. STEVENS BROTHERS HOUSE - DAY

CAMERA behind a BLONDE GIRLS HEAD (LATISHA). She speaks to
two blonde brothers, DAVID and JIM. In the b.g., walking
around holding a BABY is NATE. (Maybe a girlfriend or wife
or two).

                         DAVID
            I'll do it.

                         JIM
            I'll do it too.

                         DAVID
            But it's gotta wait until my knee
            is better. I can't risk it.

                         LATISHA
            You have to do it now.

                         JIM
            If we drive there it's a problem.

                         LATISHA
            Dean will loan you one of his cars.

                         JIM
            Which one?

                         LATISHA
            You have to talk to him --

                         DAVID
            How do you know he's rich?

                         LATISHA
            Because I know, I just know. I
            mean, I talked to him, I know.

Nate emerges a bit from the b.g.

                         NATE
            Where are you guys going?

                         DAVID
            California. Los Angeles.

                         NATE
            When are you leaving?

                         DAVID
            Right now.

                         LATISHA
            Let's go talk to Dean.

                                            CUT TO:

INT. LOCAL BAR/PROVO - LATER

LATISHA, DAVID, JIM and NATE enter and meet DEAN TRUMBELL,
listening to AFTER EDEN play onstage, standing in the middle
of the room.

                         DEAN
            Hey guys.

                         DAVID/JIM/NATE
            Hey, Dean.

                         LATISHA
            So they'll go.

                         DEAN
            I'm only paying two of you guys.

                         DAVID
            That's cool.

                         DEAN
            When can you leave?

                         DAVID
            As soon as you want.

                         DEAN
            I want you to go right away, I
            think that's best. I also need you
            to check out a car for me down
            there that this guy is selling.

They walk towards a back room, as they do they pass a
REGULAR JOE who bumps into Dean accidentally, Dean explodes;

                         DEAN
            You wanna fuck around, asshole? You
            wanna get tough, wanna see me kick
            some motherfuck around here?

                         REGULAR JOE
            Take it easy, man, relax. Don't --
                         DEAN
            I'll relax your fucking head --
            this is my personal space, man,
            this is my personal fucking space,
            you don't violate that, you don't
            do that.

                         REGULAR JOE
            I've got a glass in my hand why
            don't you chill out?

                         DEAN
            You've got a glass?

Dean takes a BEER BOTTLE and SMASHES it in half on the bar,
holds it up to the guy --

                         DEAN
            YEAH. YOU'VE GOT A GLASS, NOW I'VE
            GOT A GLASS. I'VE GOT A GLASS TOO
            MOTHERFUCK.

                                            JUMP CUT TO:

INT. LOCAL BAR/PROVO - MOMENTS LATER

They're all walking towards a back room of the bar, they
walk past a COUPLE that is fighting. The WOMAN is screaming
at the top of her lungs at the MAN;

                         WOMAN
            I WILL CRUSH YOU. I WILL FUCKING
            CRUSH YOU AND YOUR FRIENDS.

Dean gets in the middle of it;

                         DEAN
            Take it easy, take it easy you guys
            in here, I need to talk to you
            later, Tommy -- I wanna know if you
            wanna book the boys --

He motions over his shoulder to Ashes to Ashes.

                         MAN
            I'll talk to you later.

                         WOMAN
            YOU WON'T FUCKIN' TALK TO HIM
            LATER, I WILL CRUSH YOU. I WILL
            CRUSH YOU, ASSHOLE.

                                            CUT TO:
INT. DEAN'S OFFICE/UPSTAIRS/BACKROOM - MOMENTS LATER

They enter into an upstairs office area. It has a couple
desks and off to the side, in a small, partitioned off room
is The Phone Sex Area; a GIRL on the phone. (We hear bits of
her call, e.g. "Me? I'm in Florida. Laying on my bed.")

There are posters for Ashes to Ashes, filing cabinets,
posters of CARS, lots of various small business items like
order forms and pamphlets, etc. Dean collects a piece of
paper and hands it to David/Nate/Jim;

                         DEAN
            Your expenses are your own.

                         DAVID
            I thought Latisha said you would --

                         DEAN
            -- she didn't know what she was
            talking about --

                         DAVID
            It's....whatever....that's not cool.

                         DEAN
            David, Don't. Just. Seriously. It
            doesn't make sense if you think
            about it in a fair deal like sense.
            Ok? It's business. Seriously. One
            hundred dollars for two days work
            is a lot more than your family is
            making sitting around your house.
            I'm serious now. Ok. Please. Now.
            Just stop.

He hands him a set of KEYS and goes through the info;

                         DEAN
            ...keys for the track. You have to
            gas it up and save the receipts on
            that. His address. We have a
            business address too if you need
            that -- but hit him at his house
            first, see what this little bad boy
            is all about and shake him up --
            give him a little doe-see-doe --

                         LATISHA
            Uch. Shut up, Dean.

                         DEAN
            What's the problem?

                         LATISHA
            You don't need to talk all macho,
            "shake him out, little bad boy."
            Whatever -- you're not an action
            hero, tough guy, you're not a
            gangster --

He makes a very SUDDEN AND QUICK MOVE towards her and she
FLINCHES.

                         DEAN
            Flinchy. That's what I thought.
            Shut up.
                   (to Greg)
            Call me when you see this guy --
            check him out see what's what. She
            asked him for seven fifty when she
            was on the phone with him, so --
            just call me when you get there.

He hands him another piece of paper and a photo;

                         DEAN
            This is this place called Ace
            Vintage, you gotta find it, I don't
            know exactly where this is and I
            don't understand these maps so just
            go there and check it out. It's a
            '61 AC Cobra that this old guy says
            is fine, but I need to figure out
            why he's only asking 23 for it. So
            take a look, the whole thing, call
            me about that, if it seems alright
            then I'll head down there and check
            it out.

                         DAVID
            Ok.

                         DEAN
            That's it.

                         DAVID
            Can we maybe ask for more money on
            this?

                         LATISHA
            Why?

                         DAVID
            ...because it's California? I mean
            it's like a nine or ten hour drive.
            It's not like going to Salt Lake
            and getting the Mormon's, it's
            different...

After a long, long staring contest with David, Dean SUDDENLY
AND VERY VIOLENTLY PUTS HIS FIST THROUGH THE WALL....then
turns to David......Latisha rolls her eyes. David, Nate and
Jim leave.

                                            CUT TO:

EXT. UTAH STREET/TRUCK/MOVING - DAY/MAGIC HOUR

CAMERA behind the heads of Nate, Jim, Dave as they drive
down the street.....they call their brother "Mike D" on the
phone and say, "what's up, we're goin' to Los Angeles, you
wanna go?"

                                            JUMP CUT TO:

EXT. UTAH STREET/TRUCK/MOVING - MOMENTS LATER

CAMERA PANS left and picks up the fourth brother MIKE D as
he walks from work and gets in the car.....CAMERA HOLDS
behind the heads of the four blonde brothers as they drive off.

                                           LONG DISSOLVE TO:

EXT/INT. LENA'S APARTMENT COMPLEX - EVENING

This is a SPLIT SCREEN SEQUENCE shot with TWO CAMERAS.

THE LEFT SIDE OF THE SCREEN holds Lena. She waits in her
small, nondescript apartment doing the things you do while
waiting for someone else. She sits, stands, sits, stands....

THE RIGHT SIDE OF THE THE SCREEN travels (STEADICAM) with
Barry as he walks into the RECEPTION AREA. There is a
SECURITY GUARD (black, female) who asks him his name, where
he's going and to sign in. The Security Guard calls up to
Lena's place....

....and we watch Lena answer the phone....

...The Security Guard gives Barry some very complicated
directions....we follow/lead Barry as he makes his way
through the maze/up elevators/down corridors looking for
Lena's apartment.....Finally, he arrives, knocks;

                         LENA
            Who is it?

                         BARRY
            It's Barry.

As she opens the door, THE SPLIT SCREEN SLIDES AWAY AND THE
IMAGES GIVE WAY TO THE ONE OF LENA standing;

                         LENA
            Hi.

                                            CUT TO:

INT. RESTAURANT - NIGHT

Lena and Barry at a table. They talk (see notes.)

                         LENA
            So I want to tell you something, I
            gotta tell you: I saw a picture of
            you guys, your sisters and you and
            I saw your picture and I really
            wanted to meet you.
                   (beat)
            I came to drop my car off there on
            purpose, to try and meet you.

Barry leans a little bit out of FRAME.

                         BARRY
            ...really? That's nice...are you
            lying?

                         LENA
            ...I thought I should tell you. I
            didn't want to get too far along on
            going out and be hiding something --

BEAT. He leans slightly back in FRAME.

                         BARRY
            That's very nice. Thank you. Thank
            you for saying that.
                   (beat)
            You're friends with my sister?

                         LENA
            Yeah.

                         BARRY
            How long have you known her?

                         LENA
            About six months.

                         BARRY
            You like her?

                         LENA
            Yeah. Yeah we get along well.
                   (beat)
            You didn't get along with her very
            well?

                         BARRY
            Did you really come to meet me on
            purpose or are you lying about that?

                         LENA
            No, no. I did.

                         BARRY
            That's nice. It's nice.
                   (beat)
            I've been looking around a lot
            lately at promotional giveaways,
            cross promotional work by some
            companies. Do you remember all that
            pudding?

                         LENA
            Yeah.

                         BARRY
            So that pudding was bought, I
            bought that pudding because of a
            pretty interesting promotion that's
            sponsored by Healthy Choice and
            American Airlines. It's designed to
            encourage airline travel and
            obviously designed to encourage
            buying Healthy Choice products.
            They make frozen meals, deli meats,
            pasta sauce, breads, soups and ice
            creams, this sort of thing.....

                         LENA
            Yeah?

                         BARRY
            ....I'm sorry....I lost my
            thoughts, what I was saying....

                         LENA
            You were talking about the
            promotion --

                         BARRY
            -- the promotion says: buy any 10
            Healthy Choice products and get 500
            miles of airline travel or 1,000
            for purchases made with a special
            coupon. So in the supermarket, you
            notice their products, first you
            notice they have a Teriyaki Chicken
            Dinner at $1.79 - that's a pretty
            good deal....but then I noticed
            they had soup at 89 cents a
            can.....and you start to do the
            math and you start to notice that
            it's a really amazing deal because
            I stumbled across the pudding at 25
            cents a cup. Now the crucial thing
            is the bar codes on the label.
            That's those little bar codes, you
            know? The universal product codes?

                         LENA
            Yeah.

                         BARRY
            That's what's used to redeem the
            mileage, so in noticing the
            pudding, each cup had an individual
            bar code -- in other words: Two
            dollars and fifty cents for ten
            cups of pudding is 500 miles. Add
            in the coupon: it's one thousand.
            You see?

                         LENA
            Yeah.

                         BARRY
            You see?

                         LENA
            Yeah, no, I see --

                         BARRY
            You see if you spent $3,000 dollars
            on pudding you could earn over one
            million frequent flyer miles.

                         LENA
            That's insane. That is really,
            really crazy. That's just crazy if
            you spend three thousand dollars on
            pudding.

                         BARRY
            ....yeah....

                         LENA
            So that was your pudding?

                         BARRY
            ....No....

                         LENA
            I'm sorry. I thought you said --

                         BARRY
            No I didn't say that.

                         LENA
            I thought you said you bought all
            that pudding --

                         BARRY
            My friend Carlos is doing it who
            works with me. It's his. It's his
            pudding, he's doing it. It's not
            mine. He's crazy. I told him not to
            do it. He's the one who's insane.
            He only spent about one hundred
            dollars so far though --

                         LENA
            Your sister was telling me a pretty
            funny story about you, when you
            guys were kids and you were
            building a ramp for your dog and
            you threw a hammer through a window?
            Is that right? You threw a hammer
            through a sliding glass door?

Barry starts to WELL WITH TEARS, which he hides very
quickly, holds a hand up to his face as if he's touching his
nose, and then he smiles;

                         BARRY
            I don't remember that, she might be
            lying. I have to go the bathroom.

He gets up and goes.

                                            CUT TO:

INT. BATHROOM - MOMENTS LATER

Barry walks in and goes a little crazy. He's mad at himself
and he HITS a stall....it seems loose already and falls
straight to the floor.

This makes him go crazier and he continues to BEAT and KICK
the shit out of the bathroom/stall.

HOLD. He collects himself and then he hesitates, looks
around, tries to collect the bathroom but it's in ruins, he
exits....

                                            CUT TO:

INT. RESTARAUNT - MOMENTS LATER

Barry comes back and sits down, seems a little better. Tries
to be a little flirtatious for half a moment before: the
MANAGER comes over, leans in carefully;

                         MANAGER
            Hello.

                         LENA & BARRY
            Hi.

                         MANAGER
            Sir, can I talk to you?

                         BARRY
            Why?

                         MANAGER
            Just have you for one second, please.

He looks to Lena, excuses himself.

ANGLE, OFF TO THE SIDE.
The Manager and Barry step away, in a quiet section of the
restaraunt, 2-shot, profile, in sotto; SLOW ZOOM IN.

                         MANAGER
            Sir, the bathroom was just torn apart.

                         BARRY
            Yeah.

                         MANAGER
            Did you do it?

                         BARRY
            No.

                         MANAGER
            You didn't just smash up the bathroom?

                         BARRY
            No.

                         MANAGER
            Well who did?

                         BARRY
            I don't know.

                         MANAGER
            You're hand is bleeding.

                         BARRY
            I cut myself.

                         MANAGER
            How?

                         BARRY
            On my knife.

                         MANAGER
            Sir, a young man saw you coming out
            of the bathroom.

                         BARRY
            I didn't do that.

BEAT.

                         BARRY
            Why? ...what?

                         MANAGER
            Your hand is bleeding.

                         BARRY
            I know.

                         MANAGER
            I'm gonna have to ask you to leave.

                         BARRY
            Why?

                         MANAGER
            Sir, I have no way of proving that
            you demolished the bathroom --

                         BARRY
            I didn't do it.

                         MANAGER
            Alright, well you're gonna have to
            leave. You're gonna have to go.

                         BARRY
            Yeah, but I didn't do anything.

                         MANAGER
            I'm gonna call the police then, sir.

                         BARRY
            Please don't do this to me.

                         MANAGER
            The police are on their way.

                         BARRY
            Sorry.

He starts to move back....

                         BARRY
            Can I pay you here? Can I pay you
            for our drinks and salad?

                         MANAGER
            That's fine.

Barry takes out some money and hands it over.

                         BARRY
            Keep the change, please.

ANGLE, BACK AT THE TABLE.
They walk back to the table and Barry whispers down to her,
very close, STEADICAM (leads them out - continuous)

                         BARRY
            We should go I think, I don't like
            it here.

                         LENA
            Ok.

They head out of the restaraunt.

                         LENA
            Is everything ok?

                         BARRY
            Yes.

                         LENA
            What happened?

                         BARRY
            Nothing.

                         LENA
            What did he want?

                         BARRY
            Nothing.

They walk a bit.

                         BARRY
            I have a better idea of where we
            can go.

                         LENA
            Ok.

They walk some more.

                         BARRY
            There's a better place for us to eat.

                         LENA
            Did something happen; are you alright?

                         BARRY
            Yes I'm fine. Everything is ok.
            It's fine. Everything is fine.

They walk some more and get in the car.

                                            CUT TO:

INT. BARRY'S CAR - DRIVING - NIGHT

75mm OVER ONTO BARRY. 75mm OVER ONTO LENA. Rear process or
poor man's process.

                         LENA
            So....how is your harmonium doing?

Barry looks at her......

                         LENA
            Your portable reed organ....the piano.

                         BARRY
            Well, it's fine. Thank you.

                         LENA
            Did you pick it up from the street?

                         BARRY
            What?

                         LENA
            Did you take it from the street in
            front of your work?

                         BARRY
            ...yes I did...?

                         LENA
            Are you learning how to play it?

                         BARRY
            Yes? I'm trying.

                         LENA
            Oh that's great.

BEAT.

                         LENA
            So you must travel a lot with all
            that pudding you bought?

                         BARRY
            Yes no not really.

INT. LENA'S APARTMENT - LATER

Lena and Barry finishing up the date;

                         BARRY
            Ok....well...I'm gonna go.

                         LENA
            ...yeah...

                         BARRY
            It was nice to see you again, to
            see your face again, to go out with
            you --

                         LENA
            I'll be around and back in town in
            a few days --

                         BARRY
            Yeah.

                         LENA
            If you come to Hawaii --

                         BARRY
            Yeah, I don't know, we'll see about
            that.

                         LENA
            You don't think you'll go --

                         BARRY
            I don't know.

                         LENA
            Ok. Well call me when you get back,
            I mean, I'll call you when I get
            back. I'll be back for three weeks
            and then I go away for a month
            after that. So maybe in that time....

                         BARRY
            Ok. Have a good trip.

They do a shake hands/kiss on cheek goodbye.

CAMERA IN THE HALLWAY with Barry as he walks away .....
CAMERA follows him as he swiftly walks away.

                                            CUT TO:

INT. RECEPTION AREA/LENA'S BUILDING

Barry steps out of the elevator and walks to the exit,
passing a RECEPTION DESK WOMAN.....we hear the PHONE
RINGING......she calls out;

                         RECEPTION WOMAN
            Are you Barry?

                         BARRY
            Yes.

                         RECEPTION WOMAN
            It's for you.

Barry walks towards the phone;

                         BARRY
            This is Barry.

                         LENA (OC)
            This is Lena.

                         BARRY
            Hi.

                         LENA (OC)
            I just wanted you to know, wherever
            you're going or whatever you're
            doing right now I want you to know
            that I wanted to kiss you just then.

                         BARRY
            Really?

                         LENA
            Yeah.

                         BARRY
            So what do I do then?

INT. MAZE OF CORRIDORS - MOMENTS LATER

Barry is walking up and around, looking for the spot. Two or
three shots of various, him getting a little/slightly
lost.....running/walking....

                                            CUT TO:

INT. HALLWAY - THAT MOMENT

CAMERA pushes down towards him as he walks towards the door.
He knocks, she opens up, CAMERA SLIDES right in and lands as
they KISS and then the kiss turns into a small hug and then
they talk, real close. HOLD.

                         BARRY
            That was good.

                         LENA
            Yeah.

                         BARRY
            I'll see you later.

                         LENA
            Ok.

                         BARRY
            I don't freak out very often.

                         LENA
            What do you mean?

                         BARRY
            I don't, no matter what my sisters
            say, ok?

                         LENA
            ...I don't know what you mean....

                         BARRY
            I don't freak out.

                         LENA
            Ok.

                         BARRY
            Have a good trip.

                         LENA
            Thank you.

CAMERA behind Barry as he walks away...HOLD BEHIND HIM FOR A
BIT LONGER THEN EXPECTED;

                                            CUT TO:

INT. BARRY'S APARTMENT/GARAGE

CAMERA inside the garage. Barry pulls inside and parks his car.

ANGLE, BEHIND THE CAR. Brake lights turned off, Barry steps
out.

INT. BARRY'S APARTMENT/KITCHEN - THAT MOMENT

CAMERA on Barry's trash can, the kitchen light comes
on....SLOW PUSH IN....He enters FRAME and lifts the trash
bag out.

EXT. BARRY'S APARTMENT - LATER

CAMERA is behind Barry now in a new location....he's walking
from his garage where he's just parked his car over to his
garbage area as he throws something out...

....he looks up and sees... Jim and Nate driving the Toyota
Pick Up Truck...he cruises past slowly....keeps going....then
makes a u-turn...Barry turns around and DAVID and MIKE D are
right there...

                         DAVID
            Hey.

                         BARRY
            Hi.

                         DAVID
            I need to talk to you for a second.

                         BARRY
            What?

                         DAVID
            You gotta give me some money.

Barry starts to walk away....David walks alongside him,
casually.....Barry looks over and sees the car has pulled
up....

                         DAVID
            You made a phone call and you said
            you'd help a girl out and then you
            didn't....I'm here to get the money.

                         BARRY
            Wait a minute --

                         DAVID
            No, no, no, no c'mon man, don't
            make it a thing --

                         BARRY
            Please don't do this.

                         DAVID
            It's just you need to give me the
            money...do you have it right now?

MIKE D violently PUSHES BARRY STRAIGHT TO THE GROUND.

                         BARRY
            Whoa...whoa...wait, wait -- don't
            please....

                         DAVID
            How much money do you have in your
            pockets?

                         BARRY
            Just take it, take the money in my
            pockets, take it, it's fine --

They grab the money from his pockets as they hold him down
on the ground;

                         BARRY
            It's three hundred and twenty
            dollars, just take it.

                         DAVID
            What do you have in the house?

                         BARRY
            Nothing....I mean, really...change,
            nothing....that's the cash I have....

                         DAVID
            You have an ATM?

                         BARRY
            Yes.

                         DAVID
            Is this where you live?

                         BARRY
            Yes.

                         DAVID
            You have another house somewhere or
            something?

                         BARRY
            No.

                         MIKE D
            This is three hundred and twenty.
            Let's just go to your ATM and
            that'll be it --

                         BARRY
            I didn't promise her money. She
            said that it was confidential, this
            isn't fair --

Mike D pushes Barry's face.

                         MIKE D
            Shut up, be quiet. Be quiet.

                         BARRY
            -- don't --

                         DAVID
            HEY. You made a fucking sex call
            and now you're gonna pay. It's not
            a big thing -- just give us some
            money and then it's over -- we'll
            just walk down to the ATM and get
            your money out --

                         BARRY
            Alright, alright.

They pick him up and then;

                         BARRY
            How do you want to do this?

                         MIKE D
            Let's just go to the corner, we saw
            a place on the corner, you'll just
            get your max out and that's it --
            you get out what you can and that's
            it --

                                            CUT TO:

EXT. GROCERY STORE/BANK PARKING LOT - NIGHT

CU. BARRY at the ATM. Various CU's as he puts his card in,
presses his info, etc. He looks over his shoulder;

ANGLE, THE BROTHERS.
CAMERA SLOWLY PUSHES IN on the three of them watching Barry.

CU.'s MONEY comes out of ATM. Card comes out. Receipt comes
out. Barry grabs the money.

                         DAVID
            Ok. This is what you get when
            you're a pervert -- you said you'd
            help someone out and you didn't so
            we're just getting some money for
            her and that's that.

                         BARRY
            You know, please, I just wanna say
            that I didn't say I would help her
            out; I was very clear about it....I
            don't think that this is
            fair.....wait, wait, wait, ouch,
            ouch.....

MIKE D walks up out of nowhere and straight towards Barry -
throws a PUNCH straight to his FACE.....Barry stumbles a
bit, goes down to the ground.....he NOTICES IN A QUICK
FLASH: Their UTAH license plate......

                         MIKE D
            You don't challenge what my
            brother's saying, you don't say
            that --

....Barry makes a mad run for it.....

EXT. STREETS & ALLEYS - NIGHT

ANGLE, BARRY. - VARIOUS ALLEY WAY/STREET SHOTS.
He turns some corners.....makes his way down a side street
and through an alley or two....and then he's running like a
mad man as fast as he can down the street......

EXT. STREET NEAR ATM - NIGHT

CAMERA tracks profile with him.....

......The Boys pull up along side him slowly.....Barry looks
over.....Mike D calls out from the passenger window;

                         MIKE D
            Where the fuck are you going?

Barry starts to slow down. CAMERA behind....as he slows, we
push in....land....he turns into CU. and walks back the
opposite direction......

INT. BARRY'S BEDROOM - NEXT MORNING

CAMERA holds on Barry as he wakes up. He's dressed in a FULL
BASKETBALL OUTFIT. Lakers shirt, shorts, high tops, etc.
Small bandage over his ARM. He looks down at the outfit;

                         BARRY
            ...what the hell?

                                            CUT TO:

INT. WAREHOUSE/BARRY'S OFFICE - MORNING

CAMERA DOLLIES/ZOOM in real quick to Barry at the Harmonium.
A few more notes are played, something starting to sort of
sound like a melody......but still a little broken....HOLD.
SCORE begins here (ref.notes)

INT. WAREHOUSE/BARRY'S OFFICE - MOMENTS LATER

Barry brings Lance in and closes the door, speaks sotto, then;

                         LANCE
            What's up?

                         BARRY
            I think I got in trouble. A little
            bit of trouble....

                         LANCE
            What happened?

                         BARRY
            ....I made a call.....
                   (beat)
            ....and, uh....

BEAT. Barry looks over Lance's shoulder and sees THE PUDDING
stacked up. He stares for a moment;

                         BARRY
            ...ok.....ok......I gotta get some
            pudding to go somewhere....

One of the WORKER'S pops his head in, says;

                         WORKER
            Telephone on Line One, Barry.

He picks up the phone;

                         BARRY
            Hello?

                         RHONDA (OC)
            I need to talk to you about your
            behavior the other night --

Barry hands up the phone real fast.

                         BARRY
                   (to Lance)
            Ok. Well. I'm gonna go out of town.
            I'm going to go out of town just
            for two days...

                         LANCE
            Where you goin?

                         BARRY
            I'm going to go to Hawaii but you
            can't tell my sisters that.

                         LANCE
            Wow, you're goin' to Hawaii, that's
            great -- you're goin -- ?

                         BARRY
            Yeah but you can't tell my sisters
            that.

                         LANCE
            Ok.

                         BARRY
            Alright: And I have to go and buy
            some more pudding for this trip to
            Hawaii and as I just said that out
            loud I'm realizing it sounds a
            little strange but it's not. So can
            you come and help me out?

                         LANCE
            Ok.

                                            CUT TO:

EXT. WAREHOUSE - MOMENTS LATER

Barry and Lance exit the warehouse and get into Barry's car --

                                            CUT TO:

INT. SMART AND FINAL - DAY

Barry and Lance are filling up an EXTRA LARGE SHOPPING CART
with PUDDING as Barry explains, CAMERA pushes in;

                         BARRY
            I saw the Teriyaki Chicken first
            and that was $1.79 and then the
            Soup which made a real deal but
            then to come across the
            pudding...it's just tremendous when
            you think about how most people
            just don't look...they
            don't....they're not looking at the
            fine print, Lance.

                                            CUT TO:

INT. SMART AND FINAL/CHECK OUT - MOMENTS LATER

They're unloading the pudding which comes in packets of
three, but Barry and Lance are taking them out of those
packets and handing them to the CHECK OUT GIRL one by one.....

                         BARRY
                   (to Girl)
            They need to be scanned individually.
            They each have a bar code, so I
            need it scanned individually so
            that each and every cup appears on
            the receipt...

                         CHECK OUT GIRL
            What is this, man?

                         BARRY
            I'm sorry.

                         CHECK OUT GIRL
            Are you serious with this?

                         BARRY
            Yes. Sorry.

                         CHECK OUT GIRL
            Well....what do you want, then?

                         BARRY
            Each pudding cup has to be scanned
            individually so that...it's for a
            giveaway...a product giveaway by
            this company...

                         CHECK OUT GIRL
            This is a bunch of bullshit.

                         BARRY
            I'm sorry, I know. I know that
            it's....

BEAT. She scans them over and over and over....then:

                         BARRY
            I'm sorry, I'm really sorry.

She scans and scans and scans and scans....

                         BARRY
            Sorry. I'm sorry, ma'am.

                                            CUT TO:

EXT. SMART AND FINAL - DAY

Barry and Lance pushing the shopping carts....Barry looks
across the parking lot and sees:

A TOYOTA PICK UP coming slowly towards him and Lance...

...Barry starts to move steady/swiftly towards his
car...Lance tries to keep up....Barry gets nervous, looks
left and right...

....The Toyota passes and it's nothing.....Barry and Lance
load the pudding in his car as Barry acts as if nothing
happened. He turns and sees a BABY in a shopping cart and he
reacts;

                         BARRY
            God Damn They're So Beautiful.

                                            CUT TO:

INT. SUPERMARKET - DAY

Barry and Lance stack pudding in, Barry says;

                         BARRY
            You know you can get places in the
            world with pudding. That's funny.

                         LANCE
            Yeah.

                         BARRY
            That's funny.

                                            CUT TO:

EXT. PARKING LOT/ANOTHER SMART AND FINAL.

Barry and Lance walk together towards another Smart and
Final....they walk towards the SLIDING DOORS.....that do not
slide open...Barry walks face first into the doors and
quickly turns around and heads back to the car...

                         BARRY
            I guess they're not open today.

CAMERA holds the long walk back to the car....Barry glances
both directions.....cautious and careful......sees nothing...

                         BARRY
            That's fine. I think I have enough.

He walks a little faster and gets in the car.....HOLD....SLOW
ZOOM IN....SOUND DROPS out.....he just sits, then, to Lance;

                         BARRY
            I get really sick of myself sometimes.

                                            CUT TO:

INT. BARRY'S WAREHOUSE - DAY

CAMERA pushes in quick, Barry on the phone;

                         BARRY
            No, no, no, no, no. What do you
            mean? It doesn't state anywhere
            about six to eight weeks.

                         OPERATOR VOICE
            It takes that much time to process
            the order and make sure it's valid --

                         BARRY
            I had this whole thing in my head,
            I was gonna be able to get this to
            you today -- I have to leave today --

                         OPERATOR VOICE
            I'm sorry.

                         BARRY
            How am I supposed to know what to
            do if you don't say it -- if it's
            not in your rules and regulations
            in your fine print how am I
            supposed to know how to be with
            this --

                         OPERATOR VOICE
            It takes time to process --

                         BARRY
            No, no, no, no, nO, NO, NO!

Barry drops the phone to the ground, spins around and PUTS
HIS FIST THROUGH THE WALL.....then drops down, lower his
head. CAMERA HOLD CU. as he stops himself, tries to breath;

                         BARRY
            Don't do that. Don't do that.
            That's not right. Calm down now,
            please. Please. Ok. Ok. Calm down
            now please.

HOLD. "He Needs Me," starts. He closes his eyes.

                                  JUMP CUT TO MOMENTS LATER:

INT. WAREHOUSE AREA - MOMENTS LATER

Barry walks over to Lance;

                         BARRY
            Ok: the pudding is gonna take six
            to eight weeks to process so that
            isn't gonna work for today, I'll
            just take a bath on that today. Ok.
            But here's the thing I gotta tell
            you:

BEAT. He looks around at the pudding.

                         BARRY
            ....now: this pudding?

                         LANCE
            Yeah.

                         BARRY
            Let's just figure that out later --
                   (beat)
            Ok. I gotta go. I'm just gonna go
            now and I'll call you from there,
            you're in charge 'till I get back.
            And don't tell my sisters anything?
He exits.

                                            CUT TO:

INT. LOADING AREA/PLANE - DAY

CAMERA (STEADICAM) follows him from the ticket handoff down
the corridor onto the plane.

                                            CUT TO:

INT. PLANE - DAY

CAMERA holds 2-shot on Barry and a BUSINESS GUY sitting
together, just before take off.....HOLD, THEN:

                         BARRY
            I've never been on a plane before.

BEAT. There's the SOUND of the plane starting to move.

                         BARRY
            What's that sound?

                                            CUT TO:

INT. PLANE - IN FLIGHT - LATER

Barry sits. BEAT. HOLD. We hear the sound of a BABY CRYING.
He looks across the aisle and sees:

A small, THREE YEAR OLD CHILD crying, behind held by its
FATHER. The baby stops crying for a moment, calming down,
breathing heavy, looks around with wide eyes.

CU. BARRY.

HE WELLS WITH TEARS AND A SMILE, CRINGES IN HIS FACE AND WE
SEE THE BUILD UP OF EMOTION, HIS VEINS POP FROM HIS FACE AND
THEN HE SMILES LIKE CRAZY, SMILING AND SMILING AND SMILING,
BRIGHT RED AND PAINFUL.

                                            CUT TO:

INT. HAWAII AIRPORT - LATE AFTERNOON

He walks along the airport, looking out onto planes and palm
trees and people, etc.

                                            CUT TO:

EXT. AIRPORT/CURB - TAXI AREA - THAT MOMENT

Barry hops into a TAXI. The CAB DRIVER asks:

                         CAB DRIVER
            Where?

Barry HOLDS a moment, then realizes he doesn't know, SNAPS
INTO A CONTORTION, STARTS TO TEAR and almost SNAP and then
nothing......

                                            CUT TO:

INT. WAKIKI STREET/PHONE BOOTH - LATER

Barry on the phone amid a crowd of people passing;

                         ELIZABETH
            Hey. What are you doing?

                         BARRY
            Nothing. I'm just at work and I'm
            wondering, you know your friend Lena?

                                            INTERCUT:

INT. ELIZABETH'S APARTMENT - THAT MOMENT

CAMERA with Elizabeth;

                         ELIZABETH
            What about her? You didn't ask her
            out, you're such a pussy --

                         BARRY
            ....she didn't, I didn't ask her out?

                         ELIZABETH
            You're so scared.

                         BARRY
            Do you know where she's staying in
            Hawaii?

                         ELIZABETH
            Oh My God, yeah, I know exactly
            where she is, why?

                         BARRY
            ......she forgot her purse at my
            work and I wanted to get it back to
            her.

                         ELIZABETH
            No she didn't; that's a lie.

                         BARRY
            I....please don't do this.

                         ELIZABETH
            What? Tell me why you wanna know --

                         BARRY
            I just want to know where she's
            staying.

                         ELIZABETH
            Tell me why.

BEAT. HOLD ON BARRY.

                         BARRY
            There is no reason for you to treat
            me like you do -- you're killing
            me, you are killing me with the way
            that you are towards me --

                         ELIZABETH
            -- what are you talking about, come
            on --

                         BARRY
            -- all I want is the number of
            where she's staying and that should
            be god damn good enough, now stop
            treating me this way, please --
            Just Give Me The Number Elizabeth
            Please Now I think I will kill you
            if you don't.

                                            JUMP CUT TO:

INT. WAKIKI STREET/PHONE BOOTH - MOMENTS LATER

Barry on the phone;

                         HOTEL OPERATOR
            Sheraton Wakiki, how may I direct
            your call?

                         BARRY
            Lena Leonard's room please.

                         HOTEL OPERATOR
            I'll connect you.

BEAT. A MAN answers the phone;

                         MAN'S VOICE
            Hello?

                         BARRY
            Hello. Is Lena there?

                         MAN'S VOICE
            You have the wrong room.

He hangs up. Barry dials the number again.

                         HOTEL OPERATOR
            Sheraton Wakiki, how may I direct
            your call?

                         BARRY
            I just called, I got connected to
            the wrong room. I'm looking for
            Lena Leonard and there shouldn't be
            a man in the room I'm calling.

BEAT. He's put on hold a moment, then it rings, then:

                         LENA
            Hello?

                         BARRY
            Lena?

                         LENA
            Yeah?

                         BARRY
            It's Barry.

                         LENA
            HI. WHERE ARE YOU? ARE YOU HERE?

                         BARRY
            Yes.

                         LENA
            OH WOW. YEAH. THAT'S GREAT. YOU
            CAME, YOU CAME. What are you doing?

                         BARRY
            I'm calling you, I'm standing in my
            hotel room, I came because I have
            my business trip --

                         LENA
            Well let's do something do you want
            to do something, can you meet me?

                         BARRY
            You don't have a boyfriend or
            anything do you?

                         LENA
            No. What do you mean?
                         BARRY
            I just wanted to know. When was the
            last time you had a boyfriend?

                         LENA
            About six months ago. Why?

                         BARRY
            I just wanted to make sure.

                         LENA
            When was the last time you had a
            girlfriend?

                         BARRY
            Where you married?

                         LENA
            yeah.

                         BARRY
            Ok. So you were married for how long?

                         LENA
            Do you want to meet me and talk
            about this stuff?

                         BARRY
            Ok. Where are you from originally?

                                            CUT TO:

INT. ROYAL HAWAIIAN/LOBBY - LATER

Barry is standing, waiting....HOLD....he looks across the
lobby and sees: Lena....she's walking towards him with a
smile on her face....

...Barry smiles and walks towards her....

...she walks towards him....

...he extends his arm out for a handshake as they get
closer.....

....she opens her arms for a hug as they get closer....

...They shake/hug/kiss on the cheek.....then on the mouth.
They start making out in the lobby of the hotel.

                                            CUT TO:

EXT. ROYAL HAWAIIAN - PATIO/BAR AREA - MAGIC HOUR

CAMERA roams through the Mai Tai bar on the beach and finds
them; (Ladies K playing here.)

                         LENA
            You got me out of my hotel room.
            You came and got me out of my room.

                         BARRY
            Yeah......yeah.....

                         LENA
            It's so nice.

                         BARRY
            This really looks like Hawaii here.

They look at each other. HOLD, THEN:

ANGLE, MOMENTS LATER.
They walk back towards the hotel. CAMERA (STEADICAM) behind
them as they move --

                                            CUT TO:

INT. ROYAL HAWAIIAN/HALLWAY - MOMENTS LATER

CAMERA follows behind them as they walk......IRIS into their
hands.....she reaches over and holds his hand.....

                                            CUT TO:

INT. ROYAL HAWAIIAN HOTEL ROOM - MOMENTS LATER

They're in bed making out with their clothes on and a light
on....they hold a second....

                         BARRY
            Do you wanna have sex?

                         LENA
            Yeah.

They take their shirts off.

                         LENA
            Press together. It feels good.

She cups his face with her hands and tenses;

                         LENA
            Oh my god, you are so adorable. I
            just....god dammit.

                         BARRY
            What's that? What is that that
            you're doing?

                         LENA
            I just...your face is so adorable
            and your cheek and your skin, I
            wanna bite it....I wanna bite your
            cheek and chew on it....god damn
            cute....fuck....

                         BARRY
            I know what you mean, I know what
            you mean, I get this feeling --

                         LENA
            ...what...?

                         BARRY
            IIIIIIIIIII don't want to hurt
            anything ever, but what I'm talking
            about is -- have you ever held a
            little puppy or a little kitten and
            it's just the cutest, softest, most
            precious thing in the world and out
            of the blue you get this feeling in
            your gut and all you wanna do is
            squeeze it. Just fuckin squeeze the
            shit out of it. To take a little
            puppy and smash its skull...just so
            precious, so beautiful. Just so god
            damn wonderful and cute you wanna
            smack it and kick it and love it.
            Fuck. I don't know. I don't know.
            And you, you.....I'm looking at you
            and I just....your face is so
            beautiful I just wanna smash it,
            just smash it with a sledgehammer
            and squeeze it...you're so pretty.

They kiss and kiss and kiss;

                         LENA
            I know. I know. I know. I just
            wanna chew your face and scoop out
            your beautiful, beautiful eyes with
            an ice cream scooper and eat 'em
            and chew 'em and suck on 'em. Fuck.

                         BARRY
            This is funny.

                         LENA
            Yeah.

                         BARRY
            This is nice.

They kiss and make out some more, then: DRUM ROLL into SNARE
HIT THAT LANDS ON THE FOLLOWING SCENE:

                                            CUT TO:

INT. TOYOTA - MOVING - DAWN

CAMERA on Mike D and Nate driving. HOLD. Martin rumbles out
of a half sleep and says;

                         NATE
            That guy had more money to give up.

JIM and DAVE wake up a bit in the back seat and listen;

                         NATE
            Long way to drive just for seven
            hundred something bucks. Dean
            doesn't have to know.

HOLD. SILENCE for a moment.

                         MIKE D
            We're not that far....I mean, if
            we're going to, we're not that far....

                                            CUT TO:

EXT. HIGHWAY - NIGHT (BLUE SKY - CRACK OF DAWN DEAL)

The Toyota exits the freeway -- CAMERA TRACKS right with it
as it makes a turn at the base of the off ramp...

....goes under a bridge and then makes a turn getting back
onto the freeway heading in the opposite direction.

                                            CUT TO:

INT. HAWAIIAN HOTEL ROOM - NIGHT/NEAR DAWN - LATER

It's dark and Barry and Lena are asleep in bed together.
Barry gets up, in a haze....Lena moves and opens her
eyes....She watches him as he gets up and casually goes to
the corner of the room and starts talking gently to the
wall....

                         BARRY
                   (sotto, calm)
            You know you're not supposed to do
            that. Because I told you. Seriously.
            Please. Not that day. Ok.
                         LENA
            Barry?

He doesn't respond. He's asleep. He moves to the closet and
gets one of the HOTEL ROBES and puts it on and then he looks
right at her and says:

                         BARRY
            I was talkin' to you last Thursday
            about that.

He gets the robe tied tight around his waste and then gets
the COMPLIMENTARY SLIPPERS and puts them on. Then he gets
back into the bed and closes his eyes.

                                            CUT TO:

INT. KAHALA HOTEL - MORNING

CAMERA pushes in slow towards Lena as she's on the
phone....CAMERA pushes in on Barry as he sits across the
room, listening in his robe....They stare at each other the
whole time.....

                         ELIZABETH (OC)
            They need to see the new 484's to
            make sure it works with their OC....

                         LENA
            Ok. What should I do about Eric?

                         ELIZABETH (OC)
            Just tell him to call me.

                         LENA
            Ok.

                         ELIZABETH (OC)
            So...did my brother call you?

                         LENA
            No.

                         ELIZABETH (OC)
            I have no idea what he's doing then.
            I'm sorry that didn't work out.

                         LENA
            It's fine.

                         ELIZABETH (OC)
            You wouldn't want to go out with
            him anyway, honestly, he's such a
            freak sometimes.

                         LENA
            He did seem a little strange.

                         ELIZABETH (OC)
            Well...he's not that strange, don't
            say that.

                         LENA
            I'm sorry. You're right.

                         ELIZABETH (OC)
            I think he's weird, but that's me.

                         LENA
            Should I call you later?

                         ELIZABETH (OC)
            I'll just see you when you get back
            here.

                         LENA
            Ok.

They hang up and Lena looks to Barry and smiles.

                         LENA
            Where do you have to go?

                         BARRY
            For what?

                         LENA
            For work.....

                         BARRY
            I don't have any business here. I
            came here for you, I didn't have
            any business.

                                            CUT TO:

EXT. TOYOTA - DRIVING - DAY (MELODY/SLIGHT)

CAMERA follows behind The Stevens Brothers car, then gets up
along side them as they drive back.......

                                            CUT TO:

INT. KAHALA LOBBY - DAY (SCORE BACK TO RHYTHMIC)

Barry and Lena walk out to the valet, leaving the
hotel...(STEADICAM) behind them......

                                            CUT TO:

INT. HONOLULU AIRPORT/SECURITY - DAY (CONTD. UNTIL NOTED)

Lena and Barry go through the x-ray thing. STEADICAM.

                                            CUT TO:

INT. AIRPORT/HONOLULU - AT THE GATE/WAITING AREA

Side by side on the return flight sit Lena and Barry.

                         BARRY
            How many times have you been on an
            airplane?

                         LENA
            I think maybe over a hundred.

                         BARRY
            That's right you travel so much.

                         LENA
            Yeah.

BEAT. The plane starts to move.

                         BARRY
            How much do you travel? You travel
            all the time?

She nods her head, looks at him. BEAT. HOLD.

                         BARRY
            I forgot about that.

                         LENA
            Can I come home with you when we
            get there?

                         BARRY
            Yeah.

                         LENA
            It's ok to ask that.

                         BARRY
            I thought that you were anyway.

CU. BARRY'S FACE. He looks to Lena. DRUM HIT LOUD. THEN
AGAIN....THEN AGAIN....and we're in the score cue for....

                                            CUT TO BLACK.

It's BLACK FOR A FEW MOMENTS.

                                            CUT TO:

INT. BARRY'S GARAGE - NIGHT

It's dark. The garage door opens and we see Barry and Lena
in his car.....they're about to pull in....

...THE TOYOTA PICK UP carrying The Stevens Brothers pulls in
real fast behind them and rear-ends them....

...CAMERA pushes in real fast....

Barry turns and sees Lena's head has been injured.....he
looks behind and sees TWO OF THE BROTHERS EMERGING FROM THE
CAR.....

.....he gets out quick, heads right for them....

                         MIKE D
            Get on the ground, man -- get on
            the fucking --

Barry goes absolutely APE SHIT on MIKE D and NATE.....

....it's a mess of VIOLENCE and BRAWLING and Barry seems to
get the best of both NATE and MIKE D......the two other
brothers half get involved/stay in the car.....

.....CAMERA pushes in on LENA (30fps) as she notices Barry
going pretty fucking crazy......

ANGLE. BARRY. As he walks and gets back in the car. CAMERA
is attached to the open door and closes as Barry closes the
door.

                         BARRY
            Are you ok?

                         LENA
            I'm fine are you ok?

                         BARRY
            Yes I'm sorry.

                         LENA
            What is this?

                         BARRY
            Let's go to the hospital.

They drive off.

INT. HOSPITAL - LATER

Lena is getting a bandage applied to her head by an intern.
It's very calm and she's very matter-of-fact as it happens.
Barry stands nearby.....and OFFICER is asking her a few
questions;

                         LENA
            ...people are just crazy in this
            world, I think....

                         POLICE
            ...and he came up on the driver
            side...

                         LENA
            The first man came on the driver
            side....

                         POLICE
            ...right...the blonde one?

                         LENA
            They were all blonde.

CAMERA moves over with Barry as he starts to back away from
the scene.....CAMERA watches him as he walks off and away,
down the hall.....out of the hospital......

HOLD on the back of Lena's head as she gets bandaged and
questioned.....

                                            CUT TO:

INT. BARRY'S WAREHOUSE - NIGHT

CAMERA pushes in from outside, to inside...he's opened up
and is using the phone....

                         SEXY VOICE RECORDING
            -- some of the horniest girls
            around -- stay on the line and an
            operator will be right with
            you....remember, have your credit
            card ready and know that Mastercard
            is my favorite credit card.

LATISHA picks up doing a fake voice as an "Operator."

                         LATISHA (OC)
            This is Janice the operator, who's
            this?

                         BARRY
            My name is Barry Egan and I spoke
            to you....you called me, you remember?

                                            INTERCUT:

INT. PROVO - BAR - BACK ROOM AREA - THAT MOMENT

CAMERA pushes in on Latisha as she looks for what to say:

                         LATISHA
            ...no....I don't....I don't
            remember you. Who's this?

                         BARRY
            That's not true. That's not true at
            all. You said that your name was
            Georgia and you said our
            conversation was confidential and I
            trusted you and you kept calling
            and asking me for money, c'mon now
            I want to talk to your owner, your
            supervisor, whoever runs this, you
            understand. Please connect me now.

                         LATISHA
            Can you hang on a second?

She puts him on hold and dials another number, she's real
nervous, holding it in --

                                            INTERCUT:

INT. DEAN'S MATTRESS/FURNITURE STORE - THAT MOMENT

Dean also seems to own a mattress/furniture store in Provo.
Somebody walks towards him, says:

                         WORKER
            Dean, line one....

Dean walks back to the phone and picks it up;

                         DEAN
            Hello?

                         LATISHA
            Hey, it's me. This guy from L.A.,
            Barry Egan is calling on the other
            line and saying all this stuff, he
            wants to talk to a supervisor or
            whatever --

                         DEAN
            What did you say?

                         LATISHA
            Nothing.

                         DEAN
            Put him through.

                         LATISHA
            No, no. This is bad, something
            might have happened, we should
            just --

                         DEAN
            Shut up, just put him on the phone,
            it doesn't matter, just shut up --

INTERCUT NOW WITH BARRY/LATISHA/DEAN; She clicks over to him;

                         LATISHA
            Ok, sir....I'm gonna put you
            through to my supervisor.

                         BARRY
            Fine, thank you.

                         LATISHA
            Ok. You're connected.

                         DEAN
            Who is this?

                         BARRY
            Hello, my name is Barry Egan and I
            called your service --

                         DEAN
            Why don't you shut the fuck up?

                         BARRY
            What?

                         DEAN
            I said calm down and shut the fuck
            up. What's your problem?

                         BARRY
            I haven't even told you what's
            happened. Your girl that you have
            that works there for you threatened
            me and two men just chased me --
            extorted money --
                         DEAN
            Go fuck yourself that shit doesn't
            have anything to do with me - this
            is a legitimate bossiness.

                         BARRY
            YOU GO FUCK YOURSELF. YOU GO FUCK
            YOURSELF. YOU GO FUCK YOURSELF. MY
            LOVE WAS HURT, SHE GOT HURT. I AM
            IN LOVE WITH HER AND YOU HURT YOU
            AND YOU ARE GONNA FUCKING GET HURT.
            YOU DON'T TOUCH HER, I LOVE HER.

                         DEAN
            CALM DOWN SHUT THE FUCK UP AND CALM
            DOWN SHUT SHUT SHUT UP SHUT UP --

They stop screaming. Then:

                         DEAN
            Now are you threatening me, dick?

                         BARRY
            You are bad. You are a bad person.
            you are a bad person and you have
            no right to take people's confidence
            in your service --

                         DEAN
            You better watch your mouth, cunt,
            you're gonna get hurt.

                         BARRY
            NO. NO. DON'T YOU SAY THAT.

                         DEAN
            I'll say whatever I want --

                         BARRY
            YOU FUCK OFF. YOU FUCK OFF AND DIE
            I WILL HURT YOU FOR HURTING HER.
            YOU HURT HER.

                         DEAN
            You just told me to fuck off. That
            wasn't good. You're dead.

Dean hangs up the phone.

ANGLE, BARRY. He turns away and walks quickly out of his
office with the phone receiver to his ear.....the base of
the phone slides off the desk.....and then the receiver RIPS
from the base and he starts to run....

EXT. WAREHOUSE - NIGHT

Barry runs down the alley way, much the same he ran down
with the harmonium at the beginning of the movie...this time
he has the phone in his hand.....he runs......

                                            CUT TO:

INT. HOSPITAL/RECEPTION AREA - NIGHT

Barry returns looking for Lena. She's not there.

He looks around....does some math in his head.....then:

                                            CUT TO:

INT. HOSPITAL/PAY PHONE

CAMERA rounds a corner and discovers Barry on a pay
phone...the other end is ringing.....(Sound/Prop Dept.Note:
This must be a working phone to call 801-555-1212)

                         OPERATOR
            What city?

                         BARRY
            Somewhere in Utah.

                         OPERATOR
            What's the listing?

                         BARRY
            D&D Mattress Man.

                                            CUT TO:

EXT. STREET/MATTRESS STORE - DAY

CU. on Barry....(UTAH CAB behind him) pan him around to
reveal; Dean's furniture store.

                                            CUT TO:

INT. MATTRESS STORE - DAY

He enters....and EMPLOYEE approaches;

                         EMPLOYEE
            May I help you?

                         BARRY
            I'm looking for the Mattress Man.

                         EMPLOYEE
            Who?

                         BARRY
            Whoever owns this.

                         EMPLOYEE
            In the back.....

Barry walks towards the back.....he rounds a corner....to
reveal:

DEAN is in a back room, he's getting his hair cut by
LATISHA.....he turns and looks at Barry, who stands there
with the phone in his hand.

They stare at each other.

                         BARRY
            I'm a nice and reasonable man. I
            didn't do anything wrong. Please
            don't make me hurt you. And I'm
            telling you: that if you ever hurt
            me or if you hurt someone that I
            love.....I will hurt you many,
            many, many times over.....because
            it's not right to take people's trust.

                         DEAN
            You came all the way from Los
            Angeles to tell me that?

                         BARRY
            Yes I did.

Dean doesn't respond.

                         BARRY
            Can we agree that that is that?

                         DEAN
            That's that.

                         BARRY
            Thank you.

Barry hands him the phone.

Barry exits.....as he's about to go out the doors, Dean
screams;

                         DEAN
            NOW GET THE FUCK OUTTA HERE MAN.
CAMERA, PUSHES IN VERY SLIGHTLY ON Barry as he exits the
doors (30fps)

                                            CUT TO:

INT. WAREHOUSE - DAY

Barry comes running into the warehouse....Lance and all the
workers are there.....he runs past them...

                         LANCE/WORKERS
            ....are you ok? What's goin' on?
            Barry? Barry?

                         BARRY
            I'm fine....I'm fine...yes I'm
            fine....

                         LANCE
            Where you been?

                         BARRY
            Well I had to go to Utah...but now
            I'm here and I'll be right back.

                                            CUT TO:

INT. LENA'S APARTMENT - CORRIDOR/VARIOUS

Various: Barry gets out of the elevators carrying the
harmonium....he makes the left turn this time.....Barry runs
down the hallway with the harmonium.....(long lens,
steadicam from behind, in front, etc.)

                                            CUT TO:

INT. LENA'S APARTMENT/HALLWAY - THAT MOMENT

He bursts through the door. He places the harmonium down on
the ground.....He rings the bell.....

...she answers....he says:

                         BARRY
            Lena I'm so sorry. I'm so sorry
            that I left you at the hospital.....
            I called a phone sex line.
            I called a phone sex line before I
            met you and then these four blond
            brothers came after me and you got
            hurt and I'm sorry -- and I had to
            leave because I don't want you to
            get hurt again and now I'm here and
            I'm back and I have a lot of
            pudding that I can redeem in six to
            eight weeks and if you give me that
            much time I can get enough miles to
            fly with you wherever you have to
            go if you have to travel for your
            job because I don't want to be
            anywhere without you.....can you
            please let me redeem the mileage?

                         LENA
            You left me at the hospital.

                         BARRY
            I'm sorry.

                         LENA
            You can't do that.

                         BARRY
            Ok.

BEAT.

                         BARRY
            If you give me six to eight weeks I
            can redeem the mileage and then I
            can with you wherever you have to
            travel......

                         LENA
            So here we go.

CAMERA PUSHES IN AS MY KISS.

REVERSE, BARRY.
CAMERA slowly pushes in as he hugs Lena. LAND IN CU.

                                            FADE OUT...