Actor Point >> Movie Scripts >> The King of Comedy Film Script

The King Of Comedy Movie Script

Writer(s) : Paul D. Zimmerman

Genres : Comedy, Crime, Drama

Search IMDb : The King Of Comedy


    FADE IN:

1   EXT:   MIDTOWN MANHATTAN STREETS - DAY

    Behind the opening credits, we watch a montage of RUPERT
    PUPKIN making his daily rounds as a messenger delivering
    manila envelopes and packages to various New York offices,
    always courteous and polite in his demeanor, PUPKIN is an
    attractive-looking young man just past thirty and dressed
    in a stylish blue suit, broad tie and wide-collared shirt.
    His shoes are neatly polished, his hair carefully groomed.
    As the montage continues, we see that he has finished his
    deliveries and is walking rapidly towards his destination.
    It turns out to be a television theater north of Times
    Square whose marquee announces THE JERRY LANGFORD SHOW.
    It is dusk and the show is about to break. There is a
    very small crowd already positioned at the stage door --
    a few young girls, a few curious passers-by who have
    stopped to see who will emerge. Three professional
    autograph hunters are clustered together:

    MAE, a lady in her sixties, wears a red velvet dress, a
    lace hat and much too much rouge.

    SIDNEY is in his mid-twenties, tall, badly-complexioned,
    slicked hair but otherwise neatly dressed. He carries
    a brown lunch bag.

    CELESTE is an enormously fat woman in her mid-thirties.
    She wears a large cape to conceal her obesity.

    A middle-aged MAN, dressed in a corduroy suit,    emerges
    from the backstage door which is guarded by a    large,
    white-haired POLICEMAN. The non-professionals     in the
    crowd just peer at the MAN but MAE immediately    steps in
    front of him with her autograph book raised.

                       MAE
                 (to the MAN)
           Are you somebody?

                       MAN
           No, honey, I'm just a working stiff.

    The MAN keep walking and MAE returns to her cohorts
    just as PUPKIN arrives.

                         MAE
           Hi, Rupert.

                       CELESTE
                 (coolly)
           Hello, Rupert.

                       SIDNEY
           Who did you get?

                 PUPKIN
           (distractedly)
     Nobody.

PUPKIN carefully places himself near the door, a step or
two away from the other professionals.

                 MAE
           (to SIDNEY)
     I got Mr. Raf Vallone outside 21.

                 CELESTE
           (to SIDNEY about PUPKIN)
     He'd never tell you anyway, Sidney.

                 MAE
     Then I got him again at the
     Pierre at four o'clock.

                 SIDNEY
     Be a dear, Mae. I don't happen
     to have Mr. Vallone.

                 MAE
     You know what I want for him.

                 SIDNEY
     But I have only six Barbra's left.
     You know how difficult she is to
     work with.

                 MAE
     I don't have her even once.

                 CELESTE
           (to MAE)
     Maybe Rupert would help you.

PUPKIN shoots a hostile glance back at CELESTE.

                 SIDNEY
     Would you do that, Rupert? You don't
     feel about Barbra the way I do.

                 MAE
     I'll give you Mr. Burt Reynolds too.

                 CELESTE
           (needling RUPERT)
     Look, Sidney, Rupert doesn't do
     that sort of thing.

                 SIDNEY
     How about it, Rupert?   I'll give
     you whoever you want.

SIDNEY starts pulling little white cards out of his paper
bag and reading them off.

                    SIDNEY
     Rodney    Dangerfield ... Richard
     Harris    ... Liza Minelli ... and
     she's    not so easy to work with
     either    ... Louise Lasser!

                 CELESTE
     You're wasting your time.

PUPKIN has been trying to remain apart from the other
three. Finally he turns to SIDNEY.

                 PUPKIN
     Look, Sidney. I'm just not
     interested. This isn't my
     whole life, you know.

                 CELESTE
     What's that supposed to mean --
     that it's my whole life, or
     Sidney's or Mae's?

                 MAE
     It is so my whole life.

                 CELESTE
     Shut up, Mae. What about your
     mother? Isn't she part of
     your life?

                 MAE
     It's her whole life too.

The show breaks. The doors swing open and people pour out.
The crowd around the backstage door swells.

                 POLICEMAN
           (to the crowd)
     If you want Jerry's autograph, give
     me your piece of paper and I'll
     send it backstage.

A number of people in the crowd hand in pieces of paper.
PUPKIN is standing next to a young couple, about college
age. The YOUNG GIRL has just sent in her paper.

                 PUPKIN
           (to the GIRL)
     What are you going to do with
     Jerry's autograph?

                 YOUNG GIRL
     I don't know. Maybe I'll sell it.

                 BOYFRIEND
     I'll tell you what she's going to
     do with it. She's going to pin

     it on her bulletin board and
     have an orgasm.

The YOUNG GIRL laughs unself-consciously.

                             CUT TO:

LANGFORD's limousine waits directly in front of the stage
door. MAE has engaged the CHAUFFEUR who stands at the
door of the car in conversation.

                 CHAUFFEUR
           (wearily)
     No, Mae.

                 MAE
     I don't mean now.

                 CHAUFFEUR
     No, Mae.

                 MAE
     I'll get right out.

The CHAUFFEUR, smiling, shakes his head.

                             CUT TO:

A plain-looking GIRL in a black raincoat and black, floppy
hat stands on the street side of the limousine,
carefully watching MAE and the CHAUFFEUR talk.

                             CUT TO:

                 MAE
     But I've never been in one.

We hear a cry as a celebrity emerges from the backstage
door. MAE turns and goes back towards the door.

                             CUT TO:

The POLICEMAN is handing out the autographs. Suddenly
LANGFORD emerges, flanked by three PAGES, husky young men
in their early twenties dressed in theater uniforms.
There is screaming and some yelling of LANGFORD's name.
LANGFORD pays no attention. Smiling nervously, he makes
his way towards the limousine. The CHAUFFEUR stands at
the rear of the car, holding the door. LANGFORD enters
the car and then suddenly springs back. The GIRL in the
black raincoat and black hat has hidden herself in the
back seat of the limousine. The three PAGES, who have
already turned and headed back toward the theater, hear
the commotion and swing around. The GIRL, who we shall
come to know as MARSHA, hides herself in the far end of
the limo, so two of the PAGES go around to the far side
of the car and start pulling her out while the third PAGE
moves into the limo from the street side. She fights

like a wildcat, but the PAGES slowly    manage to drag her
out. During the struggle, LANGFORD     stands amid the crowd,
a bit shaken. PUPKIN stands next to     him, staring at him.
When finally catches LANGFORD's eye,    PUPKIN smiles
pleasantly.

                 PUPKIN
           (to LANGFORD who
           barely listens)
     How the hell did that girl get in
     there? Jesus, they certainly
     don't give you very good protection,
     do they?

LANGFORD says nothing, glancing nervously at PUPKIN.

                 PUPKIN
     Look at you here. Who the hell
     is watching you? Any one of
     these freaks could just walk
     right up to you and do whatever
     he wants.

A couple YOUNG GIRLS are pressing against LANGFORD.

                 FIRST GIRL
     Oh, Jerry. How can we get to
     talk to you?

                 PUPKIN
     Just a minute. This is crazy.

PUPKIN straightens up for action.

                PUPKIN
          (yelling at the crowd)
     Okay! Stand back!

PUPKIN wades through the crowd towards the limousine,
pushing SIDNEY and MAE among others out of the way.
LANGFORD follows in the path PUPKIN is clearing.

                 PUPKIN
     Didn't you hear me?!?    Come on,
     people, have a heart.

The PAGES have succeeded in pulling the GIRL out of the
far door of the limo just as PUPKIN and LANGFORD arrive
at the near door. The CHAUFFEUR has been blocked by the
crowd from opening the door so PUPKIN opens it.

                   PUPKIN
     Stand back!    (To LANGFORD)   Go ahead,
     Jerry.

LANGFORD slips in quickly. He looks up at PUPKIN who is
holding the door, smiling pleasantly.

                        LANGFORD
           Thanks.   Thanks very much.

    PUPKIN stares at LANGFORD for a moment and then slides
    into the limo next to him, closing the door behind him.

2   INT:   LIMO - NIGHT

                       PUPKIN
           I hate to bother you like this, Jerry,
           but could I speak to you for a minute.

                       LANGFORD
           I'd like to but ...

                       PUPKIN
           I know you're a busy man. I promise not
           to take very long, really. But I need
           your advice.

    PUPKIN looks down at his hand which has been badly
    scratched.

                       PUPKIN
           You don't have a handkerchief, do you?
           Jesus, these people will kill you for a
           cufflink.

    LANGFORD hands him a monogrammed handkerchief, then checks
    his watch.

                       PUPKIN
           Thanks. If you have to be somewhere, I
           don't mind talking as we drive. You can
           drop me off anywhere.

                       LANGFORD
           Sorry, but I've got a strict rule never to ...

                       PUPKIN
           I put myself on the line for you, Jerry.

    Reluctantly, LANGFORD signals with his head to his
    CHAUFFEUR to start moving. As the car moves through New
    York traffic, PUPKIN and LANGFORD talk.

                       PUPKIN
           Thanks, Jerry. I'm grateful for this chance
           to talk to you ... I hope I'm not boring you.

                       LANGFORD
           I'll let you know.

                       PUPKIN
           Really? Fine. I'm      Rupert Pupkin, Jerry.
           I know that the name    itself doesn't mean
           very much to you but    it means an awful lot
           to me, believe me.     Maybe you've seen me

     outside your show and wondered who I am.
     Well, right now, I'm in communications but,
     by nature, I'm a stand-up comedian. I know
     what you're thinking -- 'oh no. Not another
     one.' And I wouldn't take up even one minute
     of your time if I wasn't absolutely convinced
     of my talent. I'm really good, Jerry,
     believe me, I'm dynamite. Now you're probably
     wondering if I'm so good why haven't you
     caught my act somewhere, right?

                  LANGFORD
     Well ...

                 PUPKIN
     Well, up to now, I've been biding my time,
     developing my act slowly and carefully so
     that when my big break finally comes, I'm
     ready -- like you were that night Paar got
     sick and you sat in for him. I was there
     that night, in the theater. That was the
     most important night of my life, until
     tonight, of course.

PUPKIN fishes a cigarette case out of his jacket pocket,
flips it open and offers one to LANGFORD.

                  LANGFORD
     No thanks.   I don't smoke.

PUPKIN returns the pack to his pocket.

                PUPKIN
     Me neither. I just carry them as a
     courtesy. How about a cough drop?

                 LANGFORD
           (smiling indulgently)
     No thanks. I don't cough.

                 PUPKIN
     I try not to but sometimes, you know
     ... Am I making any sense?

                 LANGFORD
           (smiling)
     Go on.

                 PUPKIN
     Well, that night you did Paar, I walked
     out of the theater like I was in a dream.
     All of a sudden, I knew what I wanted.
     I started catching your guest appearances
     on Sullivan and taping them and, when you
     got your own show, it got to be a kind of
     regular thing. I studied how you built
     to your one-liners, nice and relaxed like
     you were chatting, and how you delivered

     the jokes without leaning too much on
     them, without saying "here's the punchline,
     folks." And I watched the way you played
     off dead audiences, how you let those long
     silences build until people couldn't
     stand it and then the way you got them
     off the hook with that slow smile. You
     were my college of comedy, Jerry, like
     a kind of teacher, a friend. I know it
     sounds crazy, but when you watch someone
     every night ... But that's all in the
     past. What I'm trying to say is this.
     I'm ready now. I've finished the course.
     And I'm thinking as we sit here talking
     "Is this it? Is this that one big break?"
     Is it, Jerry?

There is a long pause.

                 PUPKIN
     Jerry?

                 LANGFORD
     Look ... er ... what was the name?

                 PUPKIN
     I'm Rupert, Jerry.

                 LANGFORD
     Look, Rupert. I know what you're saying.
     But things don't work that way. You can't
     just walk onto a network show without any
     experience. You've got to start at the
     bottom ...

                 PUPKIN
     But that's where I am!

                 LANGFORD
     You've got to work your way up, learn your
     trade in front of live audiences, start
     playing the little clubs.

                 PUPKIN
     But that can take years, Jerry! Look at
     me. I'm already 31 years old! People my
     age are way ahead of me. I've got some
     catching up to do and I need your help.
     What do you say, Jerry? All I'm asking
     you to do is listen to my act. That's all.
     Is that asking too much?

                 LANGFORD
     I get calls from agents every day.
     All they want ...

                 PUPKIN
     I tried getting an agent.   I did, Jerry.

           But you know how it is. You can't get an
           agent unless you're working and you can't
           get work unless you've got an agent ...
           or unless you know somebody. And the
           only person I know is you, Jerry.

    There is a long pause.

                       LANGFORD
           Look, why don't you call my office.

                       PUPKIN
           Could I?!? Oh, I knew you'd say that,
           Jerry. You don't know how many times I've
           had this conversation in my head. And this
           is the way it always turns out. That's why
           I had to sort of invite myself into the car
           tonight. I know it's kind of presumptuous
           and I really appreciate the time you've
           given me. But breaks like this don't just
           happen. You have to make your own breaks.

    The limousine starts slowing down as it pulls up before
    U.N. Plaza. It stops. LANGFORD gets out. PUPKIN follows.

3   EXT:   U.N. PLAZA APARTMENTS - NIGHT

    LANGFORD turn to PUPKIN,    looking to get rid of him as
    cleanly and gracefully as    possible. LANGFORD extends
    his hand. PUPKIN goes to     shake it but his hand is wrapped
    in the handkerchief. He     extends his left hand. LANGFORD
    shakes it awkwardly.

                       LANGFORD
           Nice meeting you, Rupert.   I hope it all
           works out for you.

                       PUPKIN
           Thanks, Jerry. I don't know how to repay
           you. I'm a little short on cash this
           evening, but, if you don't mind some good,
           hearty food, I'd be honored to take you
           to dinner.

                       LANGFORD
           Thanks, but some people are waiting for me.

                       PUPKIN
           Oh, I understand. Well, then, maybe I could
           repay you with a joke.

    LANGFORD is starting to walk into the building.

                       PUPKIN
           Wait a minute. How's this? The      first night
           you do your show from the coast,    you open
           this way. "Good evening, ladies    and
           gentlemen, it's great to be back    here in

           Southern California where you can wake up
           in the morning and listen to the birds
           coughing ... "

                       LANGFORD
                 (nodding but unsmiling)
           Not bad. Maybe.

    PUPKIN calls after LANGFORD who heads for the entrance
    to his building.

                       PUPKIN
           Consider it a gift. Hey, Jerry!
           How about lunch? My treat!

                       LANGFORD
                 (turning back before
                 he enters the building)
           Call my office.

    PUPKIN waves with his bandaged hand, notices LANGFORD's
    handkerchief and unwraps it.

                       PUPKIN
                 (to the handkerchief)
           Thanks, Jerry.

    The CAMERA MOVES IN for a CLOSE-UP of PUPKIN in a kind of daze.

                                   FADE TO:

4   INT:   SARDI'S RESTAURANT - DAY

    PUPKIN and LANGFORD stand at the edge of the foyer, waiting
    for the Maitre d' to seat them. VINCENT, the owner, spots
    them and hurries over.

                       VINCENT
           I'm sorry, Mr. Langford. (To PUPKIN,
           angrily) How did you get in?

                       LANGFORD
           That's alright, Vincent.   Mr. Pupkin's a
           friend of mine.

                       VINCENT
                 (puzzled)
           Oh, I see.

                       PUPKIN
           That's alright. Now if you'd be good enough
           to find us a nice table.

    PUPKIN pushes a five dollar bill into VINCENT's hand.

                        VINCENT
           Certainly.   This way, please.

VINCENT leads PUPKIN and LANGFORD to the "bullpen," a
select spot in a corner of the restaurant.

                 VINCENT
     Here you are. Enjoy your lunch, gentlemen.

                 LANGFORD
     Is Eddie here today, Vincent?

                 VINCENT
     I'll send him over.

A WAITER arrives and hands them the menu.

                 WAITER
     Our specialty today is Rizzofino Dolce Acqua
     a la Marinara con Spezi. Very good.

                 PUPKIN
     Sounds like a new opera.

                  LANGFORD
     Fine.   What comes with it?

                   WAITER
     Me.

The three laugh.

                  PUPKIN
     Fine.   For two.

                   WAITER
     Very good.

The WAITER leaves.

                 PUPKIN
     You look tired, Jerry.

                 LANGFORD
     It shows, does it? It's all these problems
     with the show. That and the custody suit.

                 PUPKIN
     I was sorry to read about that, Jerry.
     Charlene never should have gotten the
     kids. If there's anything I can do.

                 LANGFORD
     I appreciate it, Rube. Just talking about
     it a little with you helps.

Eddie arrives. He     is a small, slightly-bald man with
greying hair and a    goatee. He wears a foulard under an
open-necked shirt.     He carries a long sketch pad. He
immediately sets up    a small easel and starts sketching.

                 PUPKIN
     Hasn't Eddie already done you?

                 LANGFORD
     Never mind. You were saying ...

                 PUPKIN
     Well, I've been giving a lot of thought
     to your situation, Jerry, ever since I
     saw you starting to lose ground in the
     ratings. And I think I know what the
     problem is. Too many of the same faces.

                   LANGFORD
     Yeah?

                 PUPKIN
     Sure, people are getting tired of these
     people who live off game shows and talk
     shows and can't really do anything. They've
     seen 'em and heard 'em till they can't
     stand it anymore.

                 LANGFORD
     You know, maybe you're right, Rube.

                 PUPKIN
     I'm sure I am. When a show runs out of
     surprises, it loses its audience.

A YOUNG GIRL stands before PUPKIN and LANGFORD.   She hands
PUPKIN her autograph book.

                 PUPKIN
     What's your name, dear?

                   GIRL
     Dolores.

                 PUPKIN
           (writing)
     To Dolores, who sensed greatness.
     Rupert Pupkin.

                 GIRL
           (reading it)
     Thanks, Mr. Pupkin.

The GIRL leaves.

                 PUPKIN
     You see what I mean? What you need on the
     show is some unknown quantity, some brilliant
     talent making his television debut. Imagine
     the suspense. Who is this young guy? How
     will he do with the eyes of all America on
     him? Something like that has got to help.

                       LANGFORD
           And that's where you come in.

                       PUPKIN
           Why not? Believe me,     Jerry, I'd give you
           the credit you deserve    and I'll stick with
           you. Anytime you need     me, I'll be there,
           doing a few minutes at    Guild scale.

                       LANGFORD
           I'd be grateful, Rube.     I really would.

                       EDDIE
           All finished, Mr. Langford.

    EDDIE turns the caricature so PUPKIN and LANGFORD can see
    it. It's a picture of the two of them, facing each other
    and smiling.

                       PUPKIN
           Oh, Jerry, you sneaky ...

                       LANGFORD
           Looks good, Eddie.

    The WAITER arrives with a bottle of champagne.

                       PUPKIN
           What's this?

                       WAITER
           Compliments of Mr. Sardi.

    EDDIE hangs the picture of LANGFORD and PUPKIN on the wall
    behind them among the hundreds of other caricatures --
    from Bankhead to Sid Caesar to Bette Davis. The CAMERA
    PANS over these. We hear the champagne pop.

                       PUPKIN'S VOICE
           How does your afternoon look?

                       LANGFORD'S VOICE
           What have you got in mind?

                       PUPKIN'S VOICE
           Well, we've still got time to catch
           the Cubs and the Mets out at Shea.

                       LANGFORD'S VOICE
           Why not? But first, a toast. To you,
           Rube and your success.

                       PUPKIN'S VOICE
           Thanks, Jerry.

                                     FADE TO:

5   EXT:   U.N. PLAZA - NIGHT

                       PUPKIN
           Thanks, Jerry.

    PUPKIN takes LANGFORD's handkerchief and folds it
    reverentially, tucking it carefully into his breast pocket.
    He claps his hands together a few times for joy and
    dashes into the street to hail a cab.

                                    CUT TO:

6   INT:   LANGFORD'S APARTMENT

    LANGFORD enters his apartment. It is tasteful, modern,
    spacious and empty. A floodlight shines on a single
    setting at the end of a long dinner table. He walks over
    to a large aquarium and sprinkles some food for the fish.

                       LANGFORD
                 (to the fish)
           Say hello to Jerry.

    On a shelf above the aquarium stand three pictures, one of
    two boys, roughly eight and eleven, flanked by a shot of
    each boy alone. LANGFORD walks to the end of the table
    where a covered dish and a New York Post await him. He
    lifts the covered dish which reveals a large, cold salmon.

                       LANGFORD
                 (to the fish)
           Say hello to Jerry.

    LANGFORD begins poking at the fish with his fork.    The
    phone rings. He answers it.

                         LANGFORD
           Yeah.

                       GIRL'S VOICE
           It's Marsha, Jerry. Did you get my note?
           I left it on the back seat. Did you get it?
           I dropped it there before they pulled me
           out. Those guys hurt me, Jerry. (pause)
           Jerry?

                       LANGFORD
                 (icily)
           Who gave you this number?

                          MARSHA'S VOICE
           Don't be    angry with me, Jerry. I didn't
           know what    else to do; I've been trying
           you every    five minutes, I miss you,
           baby ...    Jerry?

    LANGFORD hangs up the phone and then takes it off the receiver.

                         LANGFORD

            Say goodbye to Jerry.

     He shakes his head wearily, returns to his dinner and turns
     to the inside pages of the New York Post.

                                     CUT TO:

7    EXT:   LEXINGTON AVENUE IN THE SIXTIES - NIGHT

     A cab pulls up in front of an all-night florist shop.
     PUPKIN dashes out of the cab and into the florist's.
     The cab waits.

                                     CUT TO:

8    EXT:   LEXINGTON AVENUE IN THE SIXTIES - NIGHT

     PUPKIN dashes out of the florist's clutching a single red
     rose. He hops back into the cab which starts moving.

                                     CUT TO:

9    EXT:   A STREET OFF BROADWAY - NIGHT

     The cab pulls up in front of Gil's Steaks and Chops, a
     restaurant of little distinction that has a few checkered
     tableclothed tables in the rear and a long bar at the
     front. PUPKIN stares through the window of the bar at
     RITA, the bargirl, an attractive, somewhat shopworn blonde
     in her late twenties. PUPKIN enters.

                                     CUT TO:

10   INT:   BAR-RESTAURANT

     PUPKIN goes to the near end of the sparsely-populated bar.

                         PUPKIN
            Miss!

     RITA comes over.    PUPKIN smiles knowingly.

                        PUPKIN
            A beer please, Miss.    Something imported.

                        RITA
            Heineken's alright?

                         PUPKIN
            Fine.

     RITA serves him a Heineken's.     She stares at him, searching
     his face.

                        PUPKIN
            How have you been, Rita?

     She stares again.

                 RITA
     You're not Rupert Pupkin!

PUPKIN smiles broadly.

                 RITA
     How the hell did you find me?

                 PUPKIN
     Sally Gardner, I met her after a matinee.
     Aren't you glad to see me?

                   RITA
     Sure, sure.    How is old Sally?

                 PUPKIN
     The same, I guess. You know, two kids,
     a nice husband, living in Clifton.

                   RITA
     It figures.

                 PUPKIN
     A lot of the kids in our class have
     moved back.

                 RITA
     What are you doing here?

                 PUPKIN
     I just thought I'd say hello. Here,
     I brought you a little something.

                 RITA
           (recognizing his style)
     Oh, yeah, Mr. Romance.

                 PUPKIN
     Don't forget to put in an aspirin.
     It lasts longer.

RITA fills a glass of water and puts in the rose.

                 RITA
     Nothing's gonna keep it alive in this place.

                 PUPKIN
     How have you been, dear, sweet Rita?

                 RITA
     I don't have an aspirin.

                 PUPKIN
     Maybe a Rolaids would work.

PUPKIN pulls out a pack of Rolaids and hands one to RITA
who smiles vaguely and drops it into the glass.

                 RITA
     Well, what are you up to these days,
     Rupert?

                 PUPKIN
     Didn't you know you'd see me again?

                 RITA
     You still going to the movies?

                 PUPKIN
     You're looking as beautiful as ever.

                  RITA
     Oh, yeah.   I was a real knockout.

                 PUPKIN
     I thought so.

                 RITA
     Well, here I am.     Local cheerleader
     makes good.

                 PUPKIN
     I voted for you for Most Beautiful.

                 RITA
     Yeah?

                 PUPKIN
     I didn't have the nerve to tell you then,
     but I guess it's alright now.

                 RITA
     Well, nothing terrible's gonna happen,
     if that's what you mean.

There is an awkward pause.    PUPKIN stares admiringly at
RITA.

                 RITA
     Well, how are things with you, Rupert?

                  PUPKIN
     Great!   Everything's starting to break.

                 RITA
     Is that right?

                 PUPKIN
     Yeah. As a matter of fact, that's why
     I'm here. I've known about this place
     for a long time. I just didn't want
     to make my move until I had something
     to offer you. Everything's a question
     of timing.

RITA stares at PUPKIN as he rattles on.

                 PUPKIN
     What's the matter?

RITA shakes her head in disbelief and chuckles.

                 RITA
     Jesus Christ, Rupert Pupkin!

                 PUPKIN
           (smiling)
     The two of us are often confused.     He's
     the one with the famous father.

PUPKIN waits for a laugh. RITA just keeps shaking her
head. PUPKIN looks around.

                 PUPKIN
           (critically)
     You like this place?

RITA shrugs.

                 RITA
     Why, you got something better?

                 PUPKIN
     Maybe.

                 RITA
     What?

                 PUPKIN
     What are you doing tonight?

                 RITA
     Tonight?

RITA starts laughing.

                 PUPKIN
           (smiling reluctantly)
     What's so funny?

                 RITA
           (still laughing)
     You call me up all junior and    senior year.
     Night after night after night,    right? And
     every time I'm wondering 'when    is this guy
     going to stop talking and ask    me out?'
     Well, now I know the answer.     August
     twelfth, nineteen seventy-six.     It only
     took you ten, eleven years to    work up to it.

                 PUPKIN
     If I had asked you out?   Would you
     have gone?

                   RITA
     Oh, no.

                   PUPKIN
     Why not?

RITA starts laughing again.

                 RITA
     Because I thought you were a jerk!

                 PUPKIN
     You see! I was right! But that guy isn't
     me anymore. I look at my picture in the
     yearbook and I don't even recognize myself.
     I'm not the same guy, Rita.

A bull-necked MAN in his early forties enters. He waves
a brief hello to RITA as he walks by. RITA smiles and
the MAN takes a seat at the far end of the bar.

                   MAN
     Rita!

                 RITA
           (to PUPKIN)
     Excuse me a minute, honey.

                 PUPKIN
     I'm not honey! I'm Rupert.

RITA goes to the far end of the bar and serves the MAN a
beer. They chat briefly as PUPKIN watches uneasily.
Finally PUPKIN downs his beer and raises his glass.

                    PUPKIN
     Miss!     Miss!

The MAN gets RITA's attention for PUPKIN.   RITA returns
to PUPKIN and serves him another beer.

                 PUPKIN
     I'm in the mood to celebrate tonight.
     Why don't we go to this nice restaurant
     I know, talk over and times, get to
     know each other all over again.

                   RITA
     And then?

                 PUPKIN
     Well, tomorrow night I thought we'd
     go out again, talk some more, get to
     know each other even better.

                   RITA
     How much?

                 PUPKIN
     How much what?

                 RITA
     How much do we have to get to know
     each other?

                 PUPKIN
     I don't understand.

                 RITA
           (emphatically)
     How much do we have to get to know each
     other before we start talking about
     that job?

                 PUPKIN
     I'm not talking about any job.

                 RITA
     Then what's this big offer you were
     talking about?

                   PUPKIN
     You'll see.    Right now I'm asking you
     for a date.    How about it?

                 RITA
     I'm sorry, Rupert.     But I'm busy.

                   PUPKIN
     Busy?

                  RITA
     Yeah.   Busy.

                 PUPKIN
     But this is the biggest night of my life.

                 RITA
     I've already got a date.

The MAN at the end of the bar raises his glass.

                   MAN
     Rita!

RITA goes to the far end of the bar. She pours him another
beer and settles against the bar, resuming her chat with
him. PUPKIN looks for a moment and downs his beer. He
raises his glass.

                  PUPKIN
     Miss!   Miss!

RITA returns to him.

                        PUPKIN
            Is that your date?

                        RITA
            None of your business.

                        PUPKIN
            What do you want to go out with him for?

                        RITA
            He's a good friend of mine.

                        PUPKIN
            Tell him you're busy.

                        RITA
            What's so important about tonight?

                          PUPKIN
            Everything!    You don't understand.

                        RITA
            No. I don't. It's been really nice
            seeing you, Rupert. Thanks for dropping
            in. But I've got some work to do.

     RITA leaves PUPKIN and returns to the far end of the bar
     where she once again resumes talking with the MAN. PUPKIN
     sits for a moment, gets up slowly and heads for the john.

11   INT:   THE JOHN - NIGHT

     He enters the john and goes to the farthest of the three
     urinals. A moment later, the MAN enters. He goes to the
     nearest of the three urinals. The two men stare at the
     wall before them but the obvious tension between them
     renders them both incapable of relieving themselves.
     PUPKIN glances over at the MAN's face, then immediately
     turns back to the wall as the MAN turns to look at him.
     The MAN glances quickly at PUPKIN and then returns to
     staring at the wall. PUPKIN sneaks a furtive glance at
     the MAN's penis. The MAN sneaks a furtive glance at
     PUPKIN's penis.

                                     CUT TO:

12   INT:   THE BAR - NIGHT

     PUPKIN emerges from the john, followed a moment later by
     the MAN. They resume their seats at each end of the bar.
     A third MAN has come in and is seated midway between PUPKIN
     and the MAN.

                          PUPKIN
            Miss!

     RITA walks over reluctantly.

                 PUPKIN
     Listen to me for a second.

                 RITA
     I have work to do, Rupert.

                 PUPKIN
     Just listen. I'm at the start     of
     something really big. I don't     want
     to talk about it here but it's    going
     to happen soon and it's going    to be
     great -- for both of us.

                    RITA
     No kidding?

                 PUPKIN
     So see that guy some other night.

                    MAN
     Rita!

RITA turns to go.

                 PUPKIN
     But I haven't finished!

RITA returns to the MAN and pours him another beer. PUPKIN
sits for a few moments, then downs his beer quickly. Again,
he raises his glass.

                  PUPKIN
     Miss!   Miss!

The MAN leans over the bar and tells RITA something. She
opens a bottle of beer and hands it to the MAN who slides
it down the bar towards PUPKIN. As the beer reaches the
middle of the bar, the THIRD MAN seated midway between
PUPKIN and the MAN raises his beer glass to take a sip just
as the sliding beer bottle passes under his hand. The
bottle stops right in front of PUPKIN who takes it and
slides it back with equal force. At this moment, the THIRD
MAN in the middle has finished his sip and has just placed
the THIRD MAN's glass on the counter. The beer bottle
collides with the THIRD MAN's glass, creating a mess. RITA
glares at PUPKIN as does the THIRD MAN. PUPKIN shrugs an
apology and RITA cleans up the mess.

                 RITA
           (to the THIRD MAN)
     I'll get you another one.

As RITA cleans up the mess and pours a fresh beer, the MAN
walks down the bar towards PUPKIN. He leans over him and
puts a supposedly friendly paw on his shoulder. PUPKIN
glances distastefully at the MAN's hand on him.

                    MAN

              (to PUPKIN)
     Look,    friend. I'm trying to have a
     nice    civilized conversation with the
     young    lady. Be a good little lad,
     huh,    and give us a break.

PUPKIN looks up at the MAN who pats him on the back in a
gesture of fraudulent friendship and menace. PUPKIN burps.
With an effort, the MAN controls his temper and returns to
his seat at the end of the bar. PUPKIN instantly raises
his glass.

                    PUPKIN
     Miss!     Miss!

The MAN advances towards PUPKIN with another bottle of
beer. PUPKIN watches passively as the MAN pours half the
bottle into PUPKIN's breast pocket and slams the half-empty
bottle on the counter. The MAN walks down to the end of
the counter where a smiling RITA is waiting.

PUPKIN again gulps his beer down. RITA and the MAN stare
at PUPKIN expecting him to raise his glass and call for
another beer. PUPKIN just sits there. After a few
moments, RITA and the MAN resume their conversation, but
they keep glancing over at PUPKIN, expecting him to
interrupt them with a call for beer at any moment. PUPKIN
continues to sit there. Just as RITA and the MAN have
settled back into their conversation, PUPKIN falls like a
stone from the barstool onto the floor. He lies
motionless. RITA and the MAN look at PUPKIN for a moment
while the handful of other patrons glance at him and return
to their drinks. RITA leaves the bar and goes to the rear
of the restaurant, disappearing into the kitchen. As she
does, the MAN walks over to where PUPKIN is lying inert
and prods him cruelly with his foot.

                 MAN
     C'mon, schmuck, wake up so I can
     kick your ass outta here.

The MAN turns to the kitchen to see if RITA is returning.
As he does, PUPKIN carefully opens one eye, grabs a free
chair from a nearby cocktail table, rises and bangs the MAN
smartly over the head. The MAN falls, out cold. PUPKIN
straightens up quickly as the other patrons look on with
interest. PUPKIN brushes off his suit, which is blue, just
like the MAN's, and stands above the MAN just as the MAN
stood above him, his back to kitchen. RITA emerges from
the kitchen with the owner, MR. NICHOLS and a large black
COOK.

                 RITA
           (to NICHOLS)
     He was making trouble one minute
     and the next he was on the floor.

RITA automatically reaches out as she talks for what she

     thinks is the MAN's arm. Instead, PUPKIN turns around
     smiling, leaving her too startled to speak. NICHOLS and
     the COOK lift the MAN to his feet.

                        COOK
            Okay, buddy, here we go.

     NICHOLS and the COOK lead the MAN, who is still groggy, out
     of the bar as RITA continues to stare at PUPKIN with a
     mixture of curiosity and amusement.

                        RITA
            Okay, Tarzan. Where do we eat tonight?

                                    CUT TO:

13   INT:   CHINESE RESTAURANT ON UPPER WEST SIDE - NIGHT

     We are in the kitchen watching two dishes being chopped,
     shredded and boiled in deep fat. The activity is frantic.
     WE FOLLOW the two dishes as a WAITER carries them from the
     kitchen to a booth where PUPKIN and RITA are talking. It
     is a painfully plain restaurant, shaped in a rectangle,
     with booths lining either side and a row of little tables
     in between. At the back is the kitchen and two phone
     booths, facing each other. An old Chinese WOMAN mans the
     cash register by the door. The WAITER sets the dishes down
     before RITA and PUPKIN and clears an enormous plate of
     spare rib bones from RITA's place. RITA hands the WAITER
     her empty cocktail glass. RITA and PUPKIN are facing one
     another.

                        RITA
            Another one, Chan.

                        PUPKIN
                  (to WAITER)
            Chopsticks, please.

     The WAITER nods and leaves.

                        RITA
            So all this time you've been thinking
            about me, huh?

                        PUPKIN
            That's right, Rita.

                        RITA
            What kinds of things were you thinking?

     PUPKIN drops his eyes shyly.      RITA starts laughing.

                        RITA
            Oh, ho! Those kinds of things!    Shame
            on you, Rupert.

                       PUPKIN

     Rita, I assure you there was ...

                 RITA
     Rupert Pupkin is an unclean person!

                 PUPKIN
     Come on, Rita. People will hear.

                 RITA
           (in a whisper)
     Rupert Pupkin is an unclean person. Oh,
     come on, Rupert. Relax. Have a little fun.

WAITER arrives with RITA's drink and chopsticks and a beer
for PUPKIN.

                 PUPKIN
     This is a very important evening to me,
     Rita.

                 RITA
     Did you know your nose wiggled when
     you talked?

                   PUPKIN
     It does?

                 RITA
     Yeah. Just the tip. Like a rabbit.
     (pause) Hey, are we gonna eat or
     what? I'm starving.

PUPKIN serves RITA.

                 RITA
     It always looks like they put worms
     in this stuff.

                   PUPKIN
     Just taste.

RITA tastes.

                 RITA
     Well, I guess it won't kill me.

                 PUPKIN
     This is supposed to be the finest
     Cantonese cuisine in the city.

                 RITA
     Yeah? Then what happened to the
     tablecloths?

PUPKIN drops his eyes.

                 RITA
     Oh, don't worry about it.   This is

     fine. (She takes a long drink) I'm
     having a good time. So you've been
     devoted to me, huh?

                 PUPKIN
     I used to see you at the Garden
     every year.

                 RITA
     Oh, the Follies. That was the right
     name for 'em. How did you know which
     one was me? We all looked like chickens.
     What I mean is, we all looked like the
     same chicken. I thought it was gonna be
     Rita Keane in the Ice Follies and I
     wind up looking like Henny Penny.

RITA chuckles to herself.

                 PUPKIN
     You just didn't get the breaks.

                 RITA
     Breaks, bullshit! My parents didn't
     have the money for the right coach.
     But what difference does it make?

She starts laughing to herself.

                 RITA
     I remember once we were down in
     Atlanta and the ice machine broke
     down. We did three hours of slush.
     Everyone was falling on their faces
     and hopping up with their arms open
     for a bow like the whole thing was
     planned. And the people ate it up.

                 PUPKIN
     I liked the show.

                 RITA
     Yeah? The Follies? You really must
     have been carrying the torch. What
     did you think when I got married?
     You knew I got married?

                 PUPKIN
     I knew it wouldn't last.

                 RITA
     You think I should have married you,
     instead, huh?

                 PUPKIN
     Peter Drysdale!     Really, Rita!

                 RITA

     If he'd only been hit by a train.
     He was worth a helluva lot more dead
     than alive, I can tell you that.

RITA raises her glass to the WAITER who is standing nearby,
talking with another WAITER. As she does, a nice-looking
young MAN sitting in the middle aisle raises his glass of
beer to her and drinks it, as a kind of toast. RITA
smiles briefly and her eyes return to PUPKIN. The YOUNG
MAN is seated behind PUPKIN, facing RITA. The WAITER comes
over and collects the glass. Throughout the rest of the
scene, a subtle flirtation continues between RITA and the
YOUNG MAN.

                 PUPKIN
     Are you seeing anyone?

RITA starts for a moment, thinking PUPKIN has caught her
looking at the YOUNG MAN.

                 RITA
     What do you mean?

                 PUPKIN
     I want to know about the competition,
     that's all.

                 RITA
     Well, tomorrow night, I've got a date
     with Joe Namath -- you know Joe. And
     Thursday --- let's see --

                 PUPKIN
     I'm serious, Rita.

                 RITA
           (imitating him)
     I'm serious, Rita. (In her own voice)
     Sure I see people. I'm not a nun, Rupert.
     I see a lot of people.

                 PUPKIN
     Anyone special?

                 RITA
           (chuckling)
     You mean am I "going steady"?   Rupert,
     I'm thirty-one years old!

                 PUPKIN
     What about that guy tonight?

                 RITA
     Him?

                 PUPKIN
     Why him?

                 RITA
     What am I supposed to do, huh? Sit
     home watching TV? He's just some guy.
     He's got his own aluminum siding
     business. He comes into the city
     sometimes, that's all.

                 PUPKIN
     You don't go out with him for his
     money?!?

                 RITA
     Oh, horrors! Look, Rupert, what do
     you think they pay me in that dump?
     Ninety-five bucks. And you don't get
     the world's greatest tippers in there
     either. Somebody has to take care of
     me.

                 PUPKIN
     That's what I want to talk to you
     about, Rita.

The WAITER arrives with RITA's drink.

                 PUPKIN
     Who's your favorite movie star?

                 RITA
     You are, Rupert.     Especially your nose.

                 PUPKIN
     Just tell me.

                 RITA
     Is this some kind of game? Are you
     going to tell me something about my
     character?

                   PUPKIN
     You'll see.    Give me his name.

                 RITA
     I can't think of anybody.

                 PUPKIN
     You've got to have one, Rita. Everybody
     does.

                 RITA
     Okay. Okay. Let's see.       (pause)
     Marilyn Monroe.

PUPKIN slowly pulls out a leather-bound book from his
inside jacket pocket.

                   RITA
     Oh, Rupert!    Are we going to exchange

     phone numbers!?

PUPKIN expertly flips to a middle page in the book and,
keeping the book open, his finger pointing under a name,
he turns the book to RITA.

                 RITA
     That's her name.

                 PUPKIN
     Her name! She signed this herself,
     especially for me.

RITA starts flipping through the book, curious about the
other names. She isn't paying any attention to what PUPKIN
is saying.

                 PUPKIN
     She wasn't a great actress but she had
     a real gift for comedy. She died
     tragically, you know, alone, like so
     many of the world's most beautiful
     women. I'm going to see that doesn't
     happen to you, Rita.

                 RITA
     Who's this one?

PUPKIN checks the book.

                 PUPKIN
     Burt Reynolds.

                 RITA
     Oh yeah, the guy with no clothes.
     Who's this?

                   PUPKIN
     Mel Brooks.

                   RITA
     And this?

                 PUPKIN
     Carol Burnett.

                   RITA
     No kidding.    How about this?

                 PUPKIN
     Glenda Jackson.

                 RITA
     Never heard of her.

                 PUPKIN
           (pointing to other names)
     And that's Woody Allen and there's

     Ernie Kovacs -- he's dead -- and that
     one's Lauren Bacall.

                 RITA
     You don't really know any of these
     people?

                 PUPKIN
     Take a look at this.

PUPKIN flips to one of the back pages and shows a name to
RITA.

                 RITA
           (squinting)
     I can't make it out.

                  PUPKIN
     Try.

                 RITA
     This is really weird handwriting!

Exasperated, PUPKIN follows the name in question with his
index finger.

                 PUPKIN
     Rooooper ....

                 RITA
           (guessing)
     Redford!

                 PUPKIN
     That's Robert Redford.

                  RITA
     It is?

                   PUPKIN
     No!    It's ... it's Rupert Pupkin

PUPKIN tears out the page and hands it to her shyly.   RITA
just stares at it and back at PUPKIN.

                 PUPKIN
     Don't lose it. It's going to be worth
     something in a couple of weeks.

RITA start laughing.

                 PUPKIN
     That's what I've been trying to tell
     you. Things are really breaking for
     me. I'm ticketed for stardom.

RITA laughs harder, despite efforts to be serious.

                 PUPKIN
     Only a couple of hours ago, I was
     talking to Jerry Langford, the Jerry
     Langford. Stop it, Rita!

RITA pulls herself together for a moment.

                 PUPKIN
     We were talking about my doing my act
     on his show.

                 RITA
           (suppressing a smile)
     Your act?

                    PUPKIN
     Get    that guy you knew from Clifton out
     of    your head right now. You're looking
     at    Rupert Pupkin, Rita. Rupert Pupkin,
     the    new King of Comedy.

RITA starts laughing hysterically, in spite of herself.

                 RITA
           (getting a grip on herself)
     I'm sorry.

                 PUPKIN
     Why not me, Rita? A guy can always
     get what he wants if he's willing to
     pay the price. All it takes is a
     little talent and sacrifice and the
     right break. If you've got a friend
     in the right place, that's all it
     takes. And that's exactly what I
     have going for me right now. After
     all, crazier things have happened.

RITA listens silently for a moment, then begins to giggle.
As PUPKIN resumes speaking, we CUT between RITA and the
YOUNG MAN. Their flirtation picks up steam. The YOUNG MAN
raises his eyebrows as if to ask, "Are you interested in
me?" She smiles. All the while, PUPKIN rattles on.

                 PUPKIN
     You just don't realize what a shot on
     the Langford Show can mean. That's
     coast to coast, national TV, a bigger
     audience than the greatest comedians
     used to play to in a lifetime. A shot
     like that means a free ticket on the
     comedy circuit -- Flip Wilson one week,
     Cosby the next, then Sonny and Cher or
     Carol Burnett. And you've always got
     those other talk shows to fall back on
     -- Carson, Griffin. And all that leads
     straight in one direction, Rita --
     Hollywood! That's when we really start

     living. How does this sound to you --
     a beach house in Malibu, right on the
     ocean. You'll get a beautiful tan,
     believe me. And we'd keep a suite at
     the Sherry. That's the only place to
     stay when you're big. We could get
     something on a top floor and look down
     on all our old friends in Clifton and
     just laugh. How does that sound to you?

                 RITA
     It sounds wonderful, Rupert, and I
     really hope you get what you want.
     But it's getting late and I'm a working
     girl. You know what I mean?

The telephone at the back of the restaurant starts ringing.
A WAITER in the background moves slowly to answer it.

                 PUPKIN
     You going to spend the rest of your
     life in that place? Is that what you
     really want, talking about nothing with
     nothings? I thought you wanted something
     a little better than that and that's what
     I'm offering. Every King needs a Queen,
     Rita. I want you to be mine. What do
     you say?

                 RITA
     You really want to help me out? You
     see this. (She points to her lower
     back molar) A hundred seventy-five
     bucks. If you could spare fifty, say,
     until next Monday, that would keep
     three people really happy -- me, my
     landlord and my dentist.

During RITA's speech, the WAITER has been working his way
from the phone booth towards the front of the restaurant.

                 WAITER
     Telephone for you, Miss.

                 RITA
           (looking puzzled)
     Me? Nobody knows I'm here.   You didn't
     tell anybody, did you?

                 PUPKIN
     No.

                 RITA
           (getting up)
     What the hell's going on?

CAMERA FOLLOWS RITA, who walks to the back of the
restaurant and picks up the dangling receiver in one of

     the two facing booths, the other of which is occupied.

14   INT:   THE PHONE BOOTH - NIGHT

                        RITA
            Hello?

                        MAN'S VOICE
            Hi.

                        RITA
            Who is this?

                        MAN'S VOICE
            Who do you think it is? I've been
            staring at you all evening.

                        RITA
            Where are you?

     The YOUNG MAN taps forcefully with his index finger on the
     glass door of his booth. RITA, hearing the noise, turns
     around and finds herself staring at the YOUNG MAN. She
     smiles.

                                      CUT TO:

15   INT:   THE RESTAURANT - NIGHT

     PUPKIN at the table looking over the check. He gets out a
     ten dollar bill. RITA emerges from the booth in nervous
     high spirits.

                        RITA
                  (with repressed gaiety)
            You know who that was -- the bar.       I
            have to go back to work.

                        PUPKIN
            How did they know you were here?

                        RITA
                  (gathering her things)
            I guess I must have told them.      They
            need someone right away.

                        PUPKIN
                  (accusingly)
            You don't even care, do you?

                         RITA
            Oh, no.   I do. Really!

                        PUPKIN
            It's not the bar, Rita.    Don't tell
            me it's the bar.

                        RITA

            Don't be angry. It has nothing to
            do with you. I had a nice dinner,
            really. It was great seeing you
            again.

     PUPKIN stare at her icily.

                          RITA
            Come on.    Let's see a smile.

                        PUPKIN
            Why don't we finish the evening up
            at the bar together? End the evening
            where it began?

                        RITA
            After what happened there?

                        PUPKIN
            Well, I could at least drop you off!

                        RITA
                  (hurriedly making up her face)
            That's okay. Really. I can manage.
            Why don't you just go to a movie or
            something? Don't let me spoil your
            evening.

                        PUPKIN
            But that wouldn't be right.

     RITA gets up and stands before PUPKIN.

                        RITA
                  (firmly)
            Look, Rupert. It's been a lot of fun,
            really. I'll see you sometime, huh?

                         PUPKIN
            But Rita!

     RITA starts moving towards the door.

                        RITA
            Come on, Rupert.      I'm in a hurry.

     RITA marches out with PUPKIN trailing behind. He throws
     the check and the ten dollar bill at the CASHIER.

16   EXT.   THE STREET - NIGHT

     CAMERA FOLLOWS PUPKIN as he streaks out the door and jumps
     into the adjacent doorway, immediately peering down the
     street. He spies the YOUNG MAN and RITA walking about
     three quarters of a block down and follows them, keeping
     out of sight. They turn occasionally to see if he's
     around, then stop turning. They go around the corner and
     disappear into a large apartment building. PUPKIN rushes

     after them,   positioning himself across from    the building.
     He searches   the windows for some clue as to    where they
     have gone.    Finally a set of lights go on on    the fourth
     floor and a   MAN's shadow is seen closing two    sets of
     blinds.

                                    CUT TO:

17   INT:   THE APARTMENT BUILDING FOYER - NIGHT

     PUPKIN enters the building and finds himself in a small
     entranceway. The door to the lobby is locked. Next to
     the door, on the wall, are listed the tenants, their
     apartment numbers and a button next to each name. There is
     an intercom speaker. There are eight apartments listed on
     the fourth floor, running from 4A to 4H. PUPKIN looks them
     over, takes a deep breath and pushes 4A.

                                    CUT TO:

18   INT:   YOUNG MAN'S APARTMENT - NIGHT

     It is an extremely well-furnished studio apartment with all
     the requirements of a contemporary bachelor pad -- an
     imitation bearskin rug, nice bookshelves including an
     elaborate stereo system, recessed lighting, including a
     soft spotlight on the Queen-sized bed with its pseudo-satin
     cover. The YOUNG MAN and RITA stand in the middle of the
     room. RITA looks about uneasily. No intercom buzzer sounds.

                        YOUNG MAN
            Welcome to the pleasure dome.

                        RITA
            You don't kid around, do you?

                        YOUNG MAN
                  (smiling)
            I do alright. What's your libation?

                        RITA
            Huh?

                        YOUNG MAN
            Your potion. Your drink.

                        RITA
            Bourbon and soda.   Make it light.

     The YOUNG MAN goes to his chic little bar and starts fixing
     RITA a strong bourbon and soda. He also fixes himself a
     strong scotch and water. As he works, they talk.

                        YOUNG MAN
            You from the South?

                        RITA
            Me?

                        YOUNG MAN
            That's what Southern people drink.
            Lots of bourbon.

                        RITA
            What do people from Jersey drink?

                        YOUNG MAN
            I make it a point to study things
            like that. It's important to know
            people's backgrounds, their tastes,
            their culture. It gives you a little
            head start.

     The YOUNG MAN turns from the bar and hands RITA her drink.

                           YOUNG MAN
            I'm Chet. Whom do I have the
            pleasure of serving?

                          RITA
            I'm Mary.

                        YOUNG MAN
            Pleased to meat you, Mary. (He lifts
            his glass) To our evening.

                                     CUT TO:

19   INT:   THE ENTRANCEWAY - NIGHT

     PUPKIN stands before the intercom.

                          WOMAN'S VOICE
            Who?

                          PUPKIN
            Rita Keane.    I want to talk to her.

                          WOMAN'S VOICE
            Rita Keane?

                        PUPKIN
            That's right. Oh, never mind.      I
            must have the wrong apartment.

                        WOMAN'S VOICE
            There's no Rita here.

                           PUPKIN
            I know.     I know. I'm sorry to bother
            you.

                        WOMAN'S VOICE
            You must have the wrong apartment.

                          PUPKIN

            I'm sorry.

     PUPKIN pushes 4B.

                                      CUT TO:

20   INT:   YOUNG MAN'S APARTMENT - NIGHT

     RITA is seated on the couch. The YOUNG MAN is putting a
     record on the phonograph. Once again, the intercom doesn't
     sound. PUPKIN has drawn another blank.

                        YOUNG MAN
            Leisure is America's fastest growing
            industry. Did you know that? Think
            about it. Short work weeks, more
            vacation. People need something to
            do with all that time and that's where
            I come in. Leisure Villages, Inc.
            We buy land an hour or so outside
            your metropolitan centers. We set
            up the bungalows, dig some lakes, lay
            out a golf course, you know, fix the
            whole place up so it's usable. Then
            young, personable guys like me show
            the people around. It the guy seems
            tight, we point out the investment
            factor. If he's a swinger, well,
            the bungalows are very private. If
            he's a sports nut, we talk up skiing
            and fishing and tennis.

     The phonograph starts playing Burt Bachrach.

                        YOUNG MAN
            What's your work, Mary?

     The YOUNG MAN walks back to her and stands over her.

                         RITA
            Me.   I fly for National.

                        YOUNG MAN
                  (delighted)
            No kidding?

                        RITA
            What's that smell?

                        YOUNG MAN
            Sandalwood incense. It seemed very
            you.

                                      CUT TO:

21   INT:   THE ENTRANCEWAY - NIGHT

     PUPKIN yells into the intercom.

                        PUPKIN
            I said I'm sorry!

     We hear the intercom at the other end click off.   PUPKIN
     pauses a moment and pushes 4C.

                                       CUT TO:

22   INT:   YOUNG MAN'S APARTMENT - NIGHT

     RITA and the YOUNG MAN are seated on the couch. Still no
     buzzer. As the YOUNG MAN talks, RITA is staring at a
     woman's shoe lying underneath a small table that holds a
     lamp.

                        YOUNG MAN
            Did you know that you have remarkable
            hair?

                        RITA
            Yeah? You know what?       I feel like
            going to a movie.

                         YOUNG MAN
            Now?

                       RITA
            Sure. Why not? It's only twenty of
            ten. We can make a ten o'clock show.

     The YOUNG MAN takes her hands and looks deep into her eyes.

                        YOUNG MAN
            Why don't we make our own movie?

                          RITA
            No.    I don't think so.

                        YOUNG MAN
            Don't be so uptight. Give it a chance.

                        RITA
            I want to go to the movies, that's all.

                        YOUNG MAN
            We can go to the movies later.

     RITA pulls her hands away.

                        RITA
            Let's stop playing games, okay.
            I'm not a kid.

                        YOUNG MAN
            You have something against pleasure?

                         RITA

            I'm just not interested in being
            tonight's ritual sacrifice, okay?

                        YOUNG MAN
            Shall I freshen up your drink?

     RITA shakes her head.

                        YOUNG MAN
                  (growing irritated)
            What exactly did you think we were
            going to do up here?

                                       CUT TO:

23   INT:   THE ENTRANCEWAY - NIGHT

     PUPKIN pushes 4D and waits.

                         MAN'S VOICE
                 Yeah?

                                       CUT TO:

24   INT:   YOUNG MAN'S APARTMENT - NIGHT

     The YOUNG MAN is practically sitting on RITA's lap.   He
     has RITA backed up against the end of the couch.

                        YOUNG MAN
            Look, if you've got sexual problems
            let's talk about them. It helps
            clear the air.

                        RITA
            There's nothing wrong with me.

                        YOUNG MAN
            Then it's me?

                        RITA
            I don't even know you.

                        YOUNG MAN
            Then find out. Sex is a great way
            of breaking down barriers.

                        RITA
            I don't think so.

                        YOUNG MAN
            I'm sure this could lead to something
            beautiful.

     The YOUNG MAN kisses RITA roughly.

                        YOUNG MAN
            Passive resistance, huh?

                        RITA
            Let's just write this thing off as
            a big mistake. What do you say?

                        YOUNG MAN
            What's wrong with me?

                         RITA
            Nothing.   I just want to go home.

                        YOUNG MAN
            I can see I'm not turning you on.

                        RITA
                  (smiles)
            You noticed that, huh?

                         YOUNG MAN
            Come on.   What's wrong with me?

                        RITA
            You really want to know?

                        YOUNG MAN
            Yeah.

                        RITA
            How can I put it? Well, it's like
            you've got your fly open and your
            tongue hanging out.

                                      CUT TO:

25   INT: THE ENTRANCEWAY - NIGHT

     PUPKIN, growing more frantic, pushes 4E.

                                      CUT TO:

26   INT:   YOUNG' MAN'S APARTMENT - NIGHT

     The YOUNG MAN is all over RITA.      No buzzer sounds.

                        YOUNG MAN
            I'm really a very sensitive person.

                         RITA
            Come on.   Get offa me.

                        YOUNG MAN
            Sometimes I write poetry.

     RITA pulls herself away.

                        RITA
            No!

                        YOUNG MAN
            So you wanna play hard to get, huh?

     The YOUNG MAN grabs her.

                                      CUT TO:

27   INT:   THE ENTRANCEWAY - NIGHT

     PUPKIN, even more desperate, pushes 4F.

                        OLD LADY'S VOICE
            � Que es, por favor?

                                      CUT TO:

28   INT:   YOUNG MAN'S APARTMENT - NIGHT

     The YOUNG MAN is strong-arming RITA who is beginning to
     get frightened.

                         RITA
            Come on.   Let's talk this over.

                        YOUNG MAN
            I admire you very much.    I respect
            you, Mary.

                        RITA
                  (her eyes beginning to fill
                  with terror)
            You're hurting me.

                        YOUNG MAN
            I'm only doing what you want.

                        RITA
                  (pleading, on the verge
                  of tears)
            Oh, please.

                                      CUT TO:

29   INT:   THE ENTRANCEWAY - NIGHT

     PUPKIN, frantic, pushes 4G.

                                      CUT TO:

30   INT:   THE YOUNG MAN'S APARTMENT - NIGHT

     The YOUNG MAN has RITA securely pinned and is starting to
     undo her blouse. She is desperate.

                        YOUNG MAN
            Afterwards, you'll thank me.

     The buzzer sounds with great force.        It is one, long,

     protracted blast that breaks the YOUNG MAN's concentration.
     RITA takes advantage of the distraction to grab her bag
     and rush out as the buzzer continues to sound.

                                      CUT TO:

31   INT:   THE ENTRANCEWAY - NIGHT

     PUPKIN still has his finger on 4G as RITA rushes out the
     EXIT door next to the elevator and comes rushing towards
     him. She is numb and emotionally exhausted.

                       PUPKIN
            Rita!

                        RITA
                  (in desperation)
            What do you want?

     RITA keeps walking out of the entranceway and onto the
     street. PUPKIN is at her side.

                        PUPKIN
            Don't be angry with me.     I was worried
            about you, that's all.

                        RITA
            Just go home and leave me alone.

     PUPKIN take off his jacket and puts if around RITA's
     shoulders.

                        PUPKIN
                  (quietly)
            Here. You'll need this.      It's getting
            chilly.

                        RITA
            I'm so bad.   I'm such a dummy.

                        PUPKIN
            Don't say that, Rita.     Everyone
            does crazy things.

                        RITA
            Not all the time.

                        PUPKIN
            I'll get us a cab.

     PUPKIN rushes into the street and hails a cab.

                                      CUT TO:

32   EXT: WEST 56th STREET BETWEEN EIGHTH AND NINTH AVENUES -
     NIGHT

     WE SEE the taxi pull up in front of one of those middle-

class tenements -- a fairly well-preserved six-story
building with a fire escape running up the front. PUPKIN
helps RITA out of the taxi. A dime bounces at PUPKIN's
feet.

                 CAB DRIVER'S VOICE
     Stuff it, big spender!

PUPKIN pays no attention.   He walks RITA to her front
stoop.

                 RITA
     Well, I guess you're entitled to come
     up for coffee.

                 PUPKIN
     That's okay, Rita. You're tired and
     I know I'm not always the easiest guy
     to be with.

There is a pause.

                 RITA
           (puzzled)
     What do you want, Rupert?

                 PUPKIN
           (softly)
     You don't understand anything, do you?
     I love you, Rita. I want to change
     your life ... if you'll only give me a
     chance.

RITA just shakes her head sadly.

                 PUPKIN
     Look, what if I arranged it so you
     could meet Jerry? You'd have to
     believe me if you heard it from him.

                 RITA
     There's no ...

                 PUPKIN
     I'll arrange that, Rita. We'll all
     go out to dinner some night or maybe
     out to his place, on a weekend. You'll
     see. The trouble with you is you've
     got no faith. Now go to bed and get a
     good rest and I'll see you in a couple
     of days.

PUPKIN gives RITA a very gentle, sweet kiss on the
forehead.

                 PUPKIN
           (gently)
     Now run along in.

     RITA just stares at him.

                        PUPKIN
            Go on.

     RITA turns slowly and goes in.       She looks back.   PUPKIN is
     gone.

                                       FADE TO:

33   EXT:   MADISON AVENUE AND 48th STREET - DAY

     PUPKIN carries a large manila folder into 424 Madison.        As
     usual, he is impeccably dressed.

                                       CUT TO:

34   INT:   OFFICES OF KOERNER-LIBERMAN TRAVEL - DAY

     It is a large corner office, broken up by glass dividers.
     A RECEPTIONIST sits at a desk facing the door. PUPKIN enters.

                        RECEPTIONIST
            Yes.

     PUPKIN hands the RECEPTIONIST the package.

                        PUPKIN
            I need somebody to sign. You can sign
            anything you want -- Cary Grant, Art
            Carney, I don't care.

     The RECEPTIONIST signs.

                        PUPKIN
            Would you mind very much if I used
            your phone? It's local.

                        RECEPTIONIST
            Don't be, long. Dial nine.

     PUPKIN takes out a little piece of paper from his suit
     pocket and dials a number.

                        PUPKIN
                  (tense, nervous)
            May I speak to Jerry Langford, please?
            Thanks ... Jerry Langford, please.
            Rupert Pupkin ... Jerry knows. I'm
            calling at his request ... I see.
            That's alright. I'll call him again.

                        RECEPTIONIST
            That's not Jerry Langford, the ...

                         PUPKIN
                   (smiling proudly)

            That's right.   Thanks for your phone.

                                    CUT TO:

35   EXT:   TIMES SQUARE - DAY

     PUPKIN approaches Times Square phone booth. He rests a
     few folders on a trash basket just outside the booth. He
     enters the booth and dials.

                        PUPKIN
            Jerry Langford, please ... May I speak
            to Jerry Langford, please ... Rupert
            Pupkin, I called earlier ... I see.
            How long do you expect that'll last?
            Oh, fine. I'm at (PUPKIN checks the
            number on the phone) CH 4-1482 ... I'll
            be here for another half hour, forty-
            five minutes. Please be sure he gets
            my message. Thanks.

     PUPKIN hangs up.

                                    CUT TO:

36   EXT:   TIMES SQUARE - DAY

     A SHOT of the clock on the Allied Chemical Building. It
     reads 10:10. A nearby record store starts blasting music
     into the street through a loudspeaker. The music serves
     as background for a montage in which we CUT BETWEEN the
     clock, which moves in bites towards 11:30 to Broadway as
     it looks to PUPKIN in the booth -- that cavalcade of
     hustlers, whores, housewives, kids, weirdos and working
     people; and SHOTS of various people waiting to use the
     phone -- their impatience, anger, disgust. Each time one
     of them arrives, PUPKIN pretends to thumb through the phone
     book and dial a number. WE WATCH him chatting with
     animation until the waiting party leaves. Then WE SEE him
     push the coin return to retrieve his dime. Finally, PUPKIN
     takes a last look at the clock.   WE SEE that it reads
     11:30. He leaves the booth and goes to the trash basket.
     His packages have been swiped.

                                    CUT TO:

37   EXT:   AN UPPER BROADWAY HIGH-RISE OFFICE BUILDING - DAY

     WE SEE PUPKIN enter. He is watched by a plain girl of
     about twenty in a black raincoat and a floppy black hat
     whom we recognize as MARSHA.

                                    CUT TO:

38   INT:   A CORRIDOR IN THE HIGH-RISE OFFICE BUILDING - DAY

     PUPKIN emerges from the elevator and walks down the
     corridor looking for the door the Jerry Langford Show

     offices.   He finally finds it and enters.

                                        CUT TO:

39   INT: THE RECEPTION AREA OF THE JERRY LANGFORD SHOW
     OFFICES - DAY

     A bored, plump, middle-aged RECEPTIONIST sits behind a
     large desk that holds a phone receiver connected to a
     small switchboard. PUPKIN presents himself.

                         RECEPTIONIST
            Yes sir?

                        PUPKIN
            Mr. Langford, please.

                         RECEPTIONIST
            Your name?

                          PUPKIN
            Pupkin.    Rupert Pupkin.

     The RECEPTIONIST puts a call through. Wide-eyed, PUPKIN
     observes the blow-ups of Langford talking with various
     celebrities.

                                        FADE TO:

40   INT:   A TELEVISION STUDIO - DAY

     LANGFORD is seated at his desk on stage and PUPKIN is his
     guest. WE SEE television cameras and in the background,
     the control room.

                        PUPKIN
            You know the secret of dieting, Jerry?
            Grapefruit. It's good for you. It's
            filling. And it's low in calories.

                        LANGFORD
                  (to the camera)
            Take note of that, you ladies.

                        PUPKIN
            As a matter of fact, yesterday I went
            to the outdoor market near where I
            live and I bought twenty grapefruit.
            The grocer looked at me and said,
            "What are you gonna do with all those?"
            So I bent over and told him (in a
            confidential tone) "I'm gonna take 'em
            back to Florida and set 'em free!"

     LANGFORD and the AUDIENCE laugh heartily.

                                        FADE TO:

41   INT:   THE RECEPTION AREA -- DAY

                        RECEPTIONIST
                  (holding the phone and
                  talking to PUPKIN)
            I'm sorry, Mr. Pupkin, but Mr. Langford's
            secretary has no record of any appointment.

                          PUPKIN
            Pardon me?

                        RECEPTIONIST
            Mr. Langford's secretary has no
            record of any appointment.

                        PUPKIN
            Well, technically speaking, I don't
            actually have an appointment. Jerry
            asked me to call him today and when
            I couldn't get through, I thought ...

     As PUPKIN talks, a VISITOR has entered and stands behind
     him waiting for the RECEPTIONIST's attention.

                           RECEPTIONIST
            I see.     (Into the phone) He says Mr.
            Langford    asked him to call. (To
            PUPKIN)     Mr. Langford's secretary wants
            to know    what this is in reference to.

     The RECEPTIONIST glances past PUPKIN to the VISITOR
     waiting.

                        RECEPTIONIST
                  (to PUPKIN)
            Would you mind talking to her yourself?

     The RECEPTIONIST hands the phone to PUPKIN and occupies
     herself with the VISITOR.

                        PUPKIN
            Hello? ... Jerry and I discussed
            my being on the show last night and
            he told me to call ... No. I don't
            mind.

     PUPKIN hands the phone back to the RECEPTIONIST.

                        PUPKIN
            I'm supposed to wait.

     The RECEPTIONIST listens to the phone for a moment and then
     hangs up. The VISITOR has just disappeared into the back
     offices. PUPKIN stands there, smiling politely at the
     RECEPTIONIST who returns a professional smile.

                        PUPKIN
            Who was that gentleman?     (PUPKIN

     indicates with a glance to the
     entrance to the back offices that
     he is referring to the VISITOR)

                 RECEPTIONIST
     Mr. Gangemi.

PUPKIN draws a complete blank but wants to appear
knowledgeable.

                  PUPKIN
     Oh, I see.   Mr. Gangemi.

                 RECEPTIONIST
     He takes care of our air conditioning.

CATHY LONG emerges from the back offices. She is a tall,
modishly-dressed, attractive woman in her early thirties.

                 CATHY LONG
     Uh ... Mr. Pupkin?

                  PUPKIN
     Yes?

                 CATHY LONG
     I'm Cathy Long.

                 PUPKIN
     I'm Mr. Pupkin.

                 CATHY LONG
     Can I help you?

                 PUPKIN
     I'm sorry, but you are?

                 CATHY LONG
     I'm Bert Thomas' assistant.

                 PUPKIN
     Bert Thomas?

                 CATHY LONG
     He's our executive producer.

                 PUPKIN
     Oh, yes. I'm sure he is. But, you
     see, I've already talked directly
     with Jerry about my being on the show
     and he told me to get in touch with
     him. I'm just here to follow up on
     that.

                 CATHY LONG
     What do you do, Mr. Pupkin?

                  PUPKIN

     Stand-up comedy.

                   CATHY LONG
     Fine.    Where are you working?

                 PUPKIN
     Well, right now I'm developing new
     material.

                 CATHY    LONG
     I see. Well, as     soon as you start
     performing again,    let us know where
     you are and I'll    send my assistant
     down to check you    out.

                 PUPKIN
     Sure. Sure. But that's not necessary,
     Miss Long. Jerry and I already went
     over all this.

                 CATHY LONG
     Does Jerry know your work?

                   PUPKIN
             (nodding)
     Yes.    I don't think he does.

                 CATHY LONG
     You don't happen to have a tape or a
     demo that we might listen to?

                 PUPKIN
     Oh, sure. I've got lots of tapes.
     That's no problem.

                 CATHY LONG
     Good. Why don't you just send one
     to us and I assure you we'll listen
     to it promptly.

                 PUPKIN
     Great. I'll do that. I can see
     that'd be a lot easier for Jerry.
     Thanks a lot, Miss Long.

                 CATHY LONG
     Don't mention it, Mr. Pupkin.     Now,
     if you'd excuse me ...

                   PUPKIN
     Sure.    Sure. Thanks again.

CATHY LONG leaves. PUPKIN, left standing there, smiles at
the RECEPTIONIST who returns another professional smile.

                 PUPKIN
           (to the RECEPTIONIST)
     Thanks.

                                      CUT TO:

42   EXT:   THE UPPER-BROADWAY HIGH-RISE OFFICE BUILDING - DAY

     PUPKIN comes out of the building elated. He is immediately
     confronted by MARSHA. PUPKIN continues to walk as MARSHA
     skips beside him.

                        MARSHA
            I've got to speak to you for a minute.
            I'm Marsha.

                         PUPKIN
            Yeah.   I know.

                        MARSHA
            Look. Did Jerry say anything about
            me last night?

                        PUPKIN
            I'm really in a hurry, Marsha ...

                        MARSHA
            Was he angry? ... In the car last night,
            I saw you. Did he talk about me?

                        PUPKIN
            I thought that was you.     That was
            some stunt.

                        MARSHA
            What did he say?

                        PUPKIN
            We didn't talk about you.

                        MARSHA
            You know Jerry?

                        PUPKIN
            Yeah.

     MARSHA thrusts an envelope into PUPKIN's hands.

                        MARSHA
            Give him this for me.

                        PUPKIN
            Why don't you ...

                        MARSHA
            Because I can't! Please. I need
            your help. You'll be my friend forever.
            Come on. I'll buy you something.
            What do you want?

     She takes a great messy bunch of bills out of her raincoat

     pockets and jams them into PUPKIN's hands.

                        PUPKIN
            I don't want this.

                         MARSHA
            Take it.   I can get all I want.

     PUPKIN shrugs and pockets the money.

                         PUPKIN
            Okay.   I'll try.

                        MARSHA
                  (turning cold)
            Don't try. Do it.       Remember.   We
            just made a deal.

     PUPKIN stares at the envelope.

                        MARSHA
            And don't open it.    It's private.

                         PUPKIN
            Okay.   Okay.

                        MARSHA
            How soon can you get it to him?

                        PUPKIN
            I don't know. Couple a days.

                        MARSHA
                  (menacingly)
            You'd better.

      MARSHA turns and walks in the direction from which they
      came. CAMERA FOLLOWS PUPKIN who walks on for a block or
      so, then opens the envelope. It contains a set of
      apartment keys, a scrap of hand-knitted woolen cloth and a
      note in lipstick that reads: "I've made you a sweater,
      honey. Come try it on. I miss you. Love, M. 74 East
      83rd Street, Apartment 2B!" He takes out the money
MARSHA
      gave him. There are wads of tens, twenties and fifties
      with a sprinkling of fives and ones.

                                     CUT TO:

44   EXT:   A TIMES SQUARE HOTEL - DAY

     The hotel is just one step up from a flophouse. WE SEE
     PUPKIN enter.

                                     CUT TO:

45   INT:   PUPKIN'S ROOM - DAY

PUPKIN enters. WE SEE that it is a small room, furnished
by the hotel in the plainest way. Nicely-done home-made
collages of show business figures decorate the drab green
walls. The room is neat and clean. PUPKIN goes directly
to a plain table which holds two tape recorders -- one a
small cassette the other a large table tape recorder. He
picks up the microphone of the larger one and speaks into
it.

                  PUPKIN
     Testing.   Testing.   Testing.

In the following montage, we hear in the background the
replay of his "testing, testing testing" and various
other noises -- a bit of his voice taped, a burst of
laughter, the squeal of a tape recorder sent fast-forward,
a sudden burst of applause, a scrap of theme music. At the
same time, the CAMERA PANS about the room.    We look
at the collages which include all the obvious show business
figures, with a heavy emphasis on comedians from Chaplin
and Keaton to Sid Caesar and Woody Allen. The collages
also include such varied figures as Jimmy Carter, Julia
Childs, Tom Seaver, David Brinkley, Muhammad Ali, Clifford
Irving, Walter Cronkite and Mark Spitz. There is a special
Kennedy section -- John F. and Bobby framed in black,
Jackie in mourning and a picture of Teddy. There is also a
trio of assassins -- Sirhan, Oswald and James Earl Ray.
There is also a talk show collage with a photo of Langford
in the center like a sun surrounded by Snyder, Walters,
Carson and Griffin. One bookshelf holds a veritable
library of comedy -- joke books, biographies of comedians,
treasuries of American humor. Another shelf holds scores
of tapes in their own little boxes, each one neatly marked,
i.e., "LANGFORD MONOLOGUES:    7/5/72 to 9/9/72." "MISC.
MONOLOGUES 6/13/68 to 8/1/69."

                              CUT TO:

PUPKIN sitting before the tape recorder lost in thought.
Finally, he starts the larger recorder and lifts the mike.

                 PUPKIN
     First, Miss Long. Thanks very much
     for your help at the office and for
     passing this along to Jerry. I
     appreciate it more than you know.

PUPKIN stops the tape recorder and thinks again for a few
beats. He then starts the large recorder.

                 PUPKIN
     Now, Jerry. Before I begin, I just
     want to thank you for listening to
     this material and for the opportunity
     that you've given me. You know, lots
     of people think that guys like you,
     you know, people who have made it,
     lose their feeling for struggling

     young talent such as myself. But
     now I know from experience that those
     people are just cynics, embittered
     by their own failure. I know, Jerry,
     that you're as human as the rest of us,
     if not more so. (pause) Oh well, I
     guess there's no point going on about
     it. You know how I feel. So let's get
     on with the show.   The best of Rupert
     Pupkin! I've sketched out this little
     introduction in order to save you a
     little time. So close your eyes and
     imagine it's exactly six o'clock.
     You're standing in the wings and we
     hear Rick Ross and the Orchestra strike
     up your theme song.

PUPKIN pushes a button on the cassette and we hear the
theme song of the Jerry Langford Show, followed by the
voice of BERT CANTER, the announcer.

                 BERT CANTER'S VOICE
     And now, direct from New York, it's
     the Jerry Langford Show! Tonight,
     with Jerry's special guest ...

PUPKIN deftly shuts off the cassette and substitutes his
own voice for that of CANTER's. The large tape recorder
keeps rolling.

                 PUPKIN
     ... the comedy find of the year making
     his television debut, Rupert Pupkin, the
     King of Comedy!

PUPKIN rapidly races the cassette tape forward, then pushes
down the "play" button. We hear a burst of thundering
applause. PUPKIN lets the applause run for a while and
then shuts it off. The large recorder keeps rolling.

                 PUPKIN
     Now you come on, Jerry, and do your
     monologue. Then, when the time comes,
     this is how I see you introducing me.
     You'll say something like this.
     "Ladies and Gentlemen we're going to
     do something a little bit different
     tonight. It isn't often that you can
     call someone a sure thing in the
     entertainment business. After all,
     the verdict is always in your hands.
     But I think after you've met my next
     guest, that you'll agree with me that
     he's destined for greatness. So,
     now, will you please give your warmest
     welcome to the newest King of Comedy,
     Rupert Pupkin!!!"

     PUPKIN pushes the cassette and we hear another enormous
     burst of applause. PUPKIN lets it run, listening intently.
     He stands up and faces a wall of his room, still holding
     the microphone. WE SEE that the wall is covered by a huge
     blow-up of an audience laughing and applauding.

                                    CUT TO:

45   INT:   THE LANGFORD TELEVISION STUDIO - NIGHT

     WE SEE a real audience laughing and applauding.

                                    CUT TO:

     PUPKIN strides triumphantly onto the stage, nodding to
     acknowledge the applause. He stops center stage as the
     television cameras maneuver about him.

                                    CUT TO:

     A SHOT of the "APPLAUSE" sign flashing, then stopping.
     Still, the applause goes on.

                                    CUT TO:

     PUPKIN    raises his hands to quiet the audience. After a few
     moments    the applause dies down, except for a pair of hands
     in the    center of the orchestra. PUPKIN peers out to see
     who is    still applauding.

                                    CUT TO:

     RITA, in the middle of the audience, applauds
     enthusiastically.

                                    CUT TO:

     PUPKIN on stage.    PUPKIN gives RITA a special smile and
     nod.

                        PUPKIN
            Will somebody tell that lovely lady
            that the applause sign is off.

     The audience laughs.

                                    CUT TO:

46   INT:   PUPKIN'S ROOM - DAY

     PUPKIN stands facing the "audience" still holding the mike.

                        PUPKIN
            That's a possible introduction, Jerry.
            Now let's move on to my act.

                                    CUT TO:

47   INT:   THE RECEPTION AREA OF THE LANGFORD SHOW - DAY

     PUPKIN is pacing. He is wearing another suit, this one a
     broad-lapelled-grey. He is freshly shaved, is hair neatly
     combed, his shoes carrying a bright shine. He clutches a
     small flat box, neatly wrapped with the words 'FOR JERRY
     LANGFORD" written clearly across the top in large print.
     CATHY LONG emerges from one of the back corridors into the
     reception area.

                        CATHY LONG
            Yes?

                        PUPKIN
                  (suddenly a bit shy)
            I didn't want to take any chances
            with this ... uh ... Miss Long, so I
            ... uh ... thought I'd just bring it
            here myself.

     He hands CATHY LONG the package as though it contained
     nitroglycerine.

                        CATHY LONG
            We talked about this this morning,
            did we, Mr. ... ?

                         PUPKIN
            Pupkin.   Rupert Pupkin.

                        CATHY LONG
            Oh, yes. It's been some day. (pause)
            Well, I certainly appreciate your
            bringing this over, Mr. Pupkin, and
            we'll listen to it as soon as possible.

                        PUPKIN
            Fine. Er ... you don't have any idea
            how soon that might be?

                        CATHY LONG
            Well, you can try checking with us
            tomorrow. We might know something
            by then. Otherwise, it'll have to
            be Monday.

                        PUPKIN
            What if I just sort of waited around
            here today, just in case? I'll stay
            out of the way.

                        CATHY LONG
            You'd just be wasting your time,
            Mr. Pupkin. We won't know anything
            until tomorrow at the earliest.

                        PUPKIN
            Oh, I wouldn't consider it a waste of

            time at all.    I'd be glad to do it.

                        CATHY LONG
            Look, why don't you try us tomorrow.
            Okay?

                        PUPKIN
            Tomorrow? ... Right. I'll do that.
            Thanks a lot, Miss Long. And thank
            Jerry.

     CATHY LONG smiles at     PUPKIN and    goes, leaving PUPKIN
     staring at a picture     of LANGFORD    on the wall. WE FIX on
     LANGFORD a moment and     PULL BACK    to see LANGFORD in what
     PUPKIN would imagine     his office    to be.

48   INT:   AN OFFICE - DAY

     A large, corner office furnished in royal red, with high
     ceilings and a huge desk. Potted palms and hydrangeas rest
     on a marble floor. LANGFORD is moving about restlessly,
     clutching PUPKIN's tape in one hand and waving it about.
     PUPKIN is seated on a comfortable couch.

                          LANGFORD
            Dynamite!    This is dynamite!

                        PUPKIN
                  (shyly)
            You think so, Jerry?

                        LANGFORD
            Look, I've been at this for fifteen
            years, Rupert, and I haven't come up
            with anything like this -- not me,
            not any of my writers.

                        PUPKIN
                  (smiling with obvious
                  pleasure)
            Well, I'm glad you like it, Jerry.

                        LANGFORD
            Tell me something, Rube. (pause)
            How do you do it? I'm not asking
            to use the material myself. I just
            want to know how you (LANGFORD waves
            his arms in a gesture of frustration)
            how you do it.

                        PUPKIN
            Well, I don't know if I can explain
            it, really.

                          LANGFORD
            Come on.    Try, Rube.

                         PUPKIN

            Well,    it just sort of comes. I think
            about    my life, see, mainly about the
            worst    parts, all the awful things, and
            I just    try to see them in a funny light.
            That's    all.

                        LANGFORD
                  (eagerly)
            Is that what you do? The worst parts,
            and then you look at them in a funny
            light? Is that what you do?

                        PUPKIN
            More or less. It's hard to describe
            how its happens.

                        LANGFORD
            But that's just it, Rube. It doesn't
            happen for me. Why do you think the
            show is in so much trouble? By the
            time I've done my monologue, everyone
            has switched to Carson. Maybe if you
            did a little writing ... ?

                        PUPKIN
            Sure, Jerry, I'd do anything I could
            to help out.

                        LANGFORD
            You would? Great. Why don't you
            come out to my place this weekend
            and we'll hash it out. I'm having
            a few of my friends but we should be
            able to get a little work in.

                        PUPKIN
            Would you mind if I brought someone?

                        LANGFORD
                  (smiling)
            A girl, Rube?

                        PUPKIN
            A very special girl, Jerry.

                        LANGFORD
            I'd love to meet her.

49   THE HIGH-RISE OFFICE BUILDING ON UPPER BROADWAY - DAY

     PUPKIN emerges, lost in thought. Suddenly he notices
     MARSHA waiting nearby. She doesn't see PUPKIN. He sneaks
     off.

                                      CUT TO:

50   EXT:   U.N. PLAZA - DAY

     It is a bright morning. LANGFORD, attempting to camouflage
     himself by wearing a cap over his eyes and his trench coat
     collar turned up, his eyes hidden behind dark glasses,
     walks out of the building. A DOORMAN is standing by the
     door.

                          DOORMAN
            Cab, Jerry?

                        LANGFORD
            That's alright, thanks.

     WE FOLLOW LANGFORD as he walks. Some people don't notice.
     Others stare but leave him alone, a few commenting to their
     companions and pointing at him. A CAB DRIVER pulls
     alongside.

                        DRIVER
            Hey, Jerry. My brother can sing
            and juggle at the same time. How
            about puttin' him on your show?

     LANGFORD keeps walking.

                        DRIVER
            How about it, Jerry?

                        LANGFORD
            Sorry, I'm off duty.

                                      CUT TO:

51   EXT.   A MANHATTAN STREET - DAY

     LANGFORD stands at the corner, next to a middle-aged
     COUPLE.

                        WOMAN
            You're Jerry!!

     LANGFORD pulls his cap a little more tightly around his
     eyes.

                        WOMAN
            You know something.   (She giggles)
            I undress in front of you every night
            and Larry here doesn't mind at all.

                        LARRY
            I can't get anything started with her
            until you're off the air. Your show
            is ruining my sex life, Jerry.

                        LANGFORD
            Well then, you'll just have to put
            on a better show than I do.

                                      CUT TO:

52   EXT:   BROADWAY, A FEW BLOCKS SOUTH OF LANGFORD'S OFFICES -
     DAY

     WE WATCH LANGFORD continue to walk, feeling what it is to
     be a celebrity out in public. After a few beats, we

                                      CUT TO:

53   EXT:   BROADWAY - DAY

     WE SEE MARSHA trailing LANGFORD. LANGFORD notices her and
     starts walking quickly. MARSHA walks quickly. LANGFORD
     starts jogging. MARSHA starts jogging. Finally, LANGFORD
     breaks into a sprint. MARSHA runs after him. LANGFORD
     disappears into his office building. MARSHA arrives
     several seconds later.

                           MARSHA
            Jerry!     God damnit!

     Just as MARSHA turns around, PUPKIN, unaware of her, walks
     cheerfully into the building.

                                      CUT TO:

54   INT:   RECEPTION AREA OF JERRY LANGFORD SHOW OFFICES - DAY

     PUPKIN enters. The same middle-aged, plump RECEPTIONIST
     is seated behind the desk.

                           RECEPTIONIST
            Yes, sir?     (recognizing him)   Oh, hi.

                         PUPKIN
            Hi.   How are you?

                          RECEPTIONIST
            Not bad.

                          PUPKIN
            I'm fine.

                        RECEPTIONIST
            Can I help you?

                        PUPKIN
            I'd like to see Jerry, please.

                        RECEPTIONIST
            You are ... ?

                          PUPKIN
            Mr. Pupkin.

                        RECEPTIONIST
            Just a minute.

The RECEPTIONIST dials a number.

                 RECEPTIONIST
     Mr. Pupkin is here ... That's right
     ... (to PUPKIN) She'll be with you
     in a minute.

                   PUPKIN
     Who?

                   RECEPTIONIST
     Miss Long.

                 PUPKIN
     But I wanted to see Jerry.

                 RECEPTIONIST
     Mr. Langford's not in. Miss Long
     will take care of you.

                   PUPKIN
     Alright.

PUPKIN paces for a few beats. He smiles at the
RECEPTIONIST. A beat later, CATHY LONG comes out,
carrying the tape in its box.

                   CATHY LONG
     Mr. Pupkin?

                 PUPKIN
     How are you today?

                 CATHY LONG
     Fine, Mr. Pupkin. Thank you for
     your tape. We listened to it with
     great interest. And, frankly, Mr. Pupkin,
     we saw a lot of good things in what
     you're doing. We feel you have good
     potential. Very good potential.

                 PUPKIN
           (smiling)
     Thanks.

                 CATHY LONG
     That's why I'll be honest with you,
     Mr. Pupkin ...

                   PUPKIN
     Yes?

                 CATHY LONG
     We just don't think you're ready yet.

                 PUPKIN
           (baffled)
     Not ready?

            CATHY LONG
Well, we just don't feel right now
that you're right for Jerry.

            PUPKIN
      (rapidly, half-listening)
Right for Jerry. Sure.

            CATHY LONG
Some of the material ... some of the
one-liners, for instance ...

            PUPKIN
Yes?

            CATHY LONG
... were not very strong.

            PUPKIN
You didn't care for some of the jokes,
is that it?

            CATHY LONG
That"s right.

            PUPKIN
Good. Good. I can take care of
that right way. Thanks. Just tell
me the ones you think should go.
That would be a big help. (to the
RECEPTIONIST) This is great. (to
CATHY LONG) Which ones?

            CATHY LONG
Well, it's not just that, Mr. Pupkin.
You see, Jerry likes to panel his
guests, you know, chat with them
afterwards.

             PUPKIN
Sure.   Sure.

            CATHY LONG
And frankly, we just don't feel you've
got very much to talk about right now.

            PUPKIN
But I've got my whole life to talk
about!

            CATHY LONG
Which is interesting to you, I'm sure
and to your wife ... and to a few
friends. But we feel that you should
keep developing your act. Test it in
some live situations. There are a
number of clubs in the city you can

     try. And after a reasonable period,
     get in touch with us again and we'll
     be glad to send someone down to check
     out your progress.

PUPKIN stares at her for a few moments as the tension grows.

                 PUPKIN
     May I ask you a question, Miss Long?

                  CATHY LONG
     Of course.

                 PUPKIN
     Are you speaking for Jerry?

                 CATHY LONG
     Let's put it this way, Mr. Pupkin.
     Mr. Langford has complete faith in
     our judgment.

                 PUPKIN
     I'm sorry to have to say this, Miss
     Long, and I certainly don't want you
     to take it personally, but I have to
     tell you that I don't ... I don't
     have faith in your judgment.

                 CATHY LONG
     Well, I'm sorry you feel that way,
     Mr. Pupkin. But I'm afraid there's
     nothing that can be done about that.

                 PUPKIN
     No ... No ... I'm afraid I'll have
     to disagree with you again.

                 CATHY LONG
           (with strained politeness)
     That's your privilege, Mr. Pupkin.
     Now, if you'll excuse me, please, I
     have some things to do. I'm sorry
     the news isn't better.

CATHY LONG turns to go.

                  PUPKIN
     Miss Long?

CATHY LONG turns back.

                 PUPKIN
     When are you expecting Jerry in?

                 CATHY LONG
     He won't be in until very late this
     afternoon.

                 PUPKIN
     That's fine. Thank you.

CATHY LONG stares at PUPKIN for a moment, glances at the
RECEPTIONIST and then goes. PUPKIN takes a seat in the
reception area. He smiles once more at the RECEPTIONIST.
The RECEPTIONIST drops her eyes. A few beats go by. CATHY
LONG passes by the entranceway and glances at PUPKIN.
PUPKIN continues sitting there.

                 RECEPTIONIST
     Is there anyone else you would
     like to see?

                 PUPKIN
     That's alright. I'm happy just
     waiting.

A few beats pass in silence.

                 RECEPTIONIST
     Well, would you mind waiting outside,
     please, Mr. Pupkin? This is a reception
     area, not a waiting room.

                 PUPKIN
     I understand.

PUPKIN remains seated. A few more moments pass. Several
OFFICE PERSONNEL pass by the entranceway and glance at
PUPKIN. After a few more beats, a large, plainly-dressed
MAN in his mid-fifties emerges from the back offices. He
goes over to PUPKIN, who stands.

                 OFFICIAL
     Mr. Pupkin? I'm Raymond Wirtz, in
     charge of security for the Langford
     organization.

WIRTZ puts his arm on PUPKIN's shoulder and, as the
following dialogue unfolds leads him out the door, down
the corridor and into the elevator.

                 WIRTZ
     Now I think you understand that we
     have certain rules here that are
     essential to the smooth functioning
     of our operation.

                    PUPKIN
     Sure.     Sure.

                 WIRTZ
     And that without these rules, we really
     wouldn't be able to function at our
     best. You follow my point?

PUPKIN nods.

                        WIRTZ
            Now one of these rules is that only
            authorized personnel and those having
            official business with our organization
            are permitted on our premises. And
            that's why I'm asking you, Mr. Pupkin,
            to cooperate with us.

     They have reached the elevator and WIRTZ has pushed the
     button.

                        PUPKIN
            You want me to leave the building.

                        WIRTZ
            That's right. It's nothing personal,
            Mr. Pupkin. Just doing my job.

     The elevator arrives. WIRTZ signals with his head that
     PUPKIN should enter. PUPKIN gets in.

                        WIRTZ
            Have a pleasant day.

                                     CUT TO:

55   EXT:   STREET OUTSIDE THE LANGFORD BUILDING - DAY

     PUPKIN comes out and takes up a position outside the door,
     preparing to wait for LANGFORD. MARSHA sees him and comes
     over to him.

                        MARSHA
            Well, did you give it to him?

                         PUPKIN
                   (out of a daze)
            Huh?

                        MARSHA
            Did you get my letter to him?

                        PUPKIN
            He's not in there.

                        MARSHA
            Look, if you don't want to give it
            him, okay. I'll get somebody
            else. But don't try to con me.

                        PUPKIN
            I told you I'd try and I will. I'm
            going to wait for him right here.

                        MARSHA
            Give me the envelope, huh?

                        PUPKIN
            Sure, but ...

                        MARSHA
            I saw him go in myself!

                        PUPKIN
            Who?

                        MARSHA
            Jerry!

                        PUPKIN
            But they said he wasn't in.

                        MARSHA
            Just give me the envelope.

                        PUPKIN
            When did he go in?

                        MARSHA
            Ten minutes ago! That's when.

                        PUPKIN
            You sure?

                        MARSHA
            Look, I saw him my ...

                        PUPKIN
            And he hasn't come out?

                        MARSHA
            I've been standing right here.      Now
            how about it?

     PUPKIN turns and goes back into the building.       MARSHA yells
     after him.

                        MARSHA
            I'm staying right here!

                                      CUT TO:

56   INT:   RECEPTION AREA OF THE JERRY LANGFORD OFFICES

     PUPKIN enters briskly and goes up to the RECEPTIONIST.

                        PUPKIN
                  (with authority)
            Tell Jerry Langford I'm here, please.

                        RECEPTIONIST
            I'm sorry, sir. Mr. Langford's not in.

                        PUPKIN
            I happen to know he is.      So would you

            please tell him I'm here.

                         RECEPTIONIST
            I'm sorry.   He's not in.

                        PUPKIN
            You're putting your job on the line,
            lady.

     The RECEPTIONIST starts making a call inside. PUPKIN
     glances at her and walks right in to the inner corridors.
     He starts peering into the open doors of the offices that
     line the corridor. The whole place is like a gigantic
     maze. OFFICE PERSONNEL pass by him, taking no notice of
     him. He continues wandering around desperately, completely
     lost. A few beat later, he spots WIRTZ leading a pair of
     SECURITY GUARDS. PUPKIN keeps peering into offices quickly
     as he flees. The GUARDS and WIRTZ finally catch up to
     PUPKIN at the steno pool and, after a brief chase around
     the pool, they catch PUPKIN and subdue him. They start
     dragging him out past the eyes of the OFFICE PERSONNEL.

                        PUPKIN
                  (calling as he is dragged)
            Jerry! Jerry! (to WIRTZ) You're
            going the have a hell of a lot of
            explaining to do! (calling) Jerry!

                        WIRTZ
            You had your warning, Mr. Krupkin.

                         PUPKIN
            Jerry!   Help me. Jerry!

                                    CUT TO:

     A CLOSE-UP of PUPKIN as he is dragged out.

                        PUPKIN
                  (screaming)
            Jerry!

                                    CUT TO:

57   EXT:   LANGFORD BUILDING LOBBY AND EXIT - DAY

     WE WATCH the SECURITY GUARDS and WIRTZ pitch PUPKIN out
     into the street.

                        WIRTZ
            If we see your face again, Mr. Pupkin,
            we'll call the police.

                        PUPKIN
            Start looking for a new job!

     MARSHA comes straight up to PUPKIN who is brushing himself
     off. His eyes are glazed and distant.

                         MARSHA
            Well?

                         PUPKIN
            Huh?

                        MARSHA
            Does he have it?

                        PUPKIN
                  (abstractedly)
            Don't worry. I'll get it to him.

                         MARSHA
            Yeah?   When?

     There is a pause.

                        PUPKIN
            This weekend. He asked me to go out
            there, to his house.

                                  CUT TO:

58   THE BAR-RESTAURANT WHERE RITA WORKS - DAY

     PUPKIN enters the bar-restaurant. Through the window WE
     SEE him talking to RITA. He is voluble, animated. She
     looks skeptical, with a wry smile on her face. Finally WE
     WATCH him extract an answer from her. She shrugs, smiles
     and says yes. He comes walking out the door, his hounded
     expression softened by a smile.

                                  CUT TO:

59   INT:   THE FITTING AREA OF A MEN'S STORE - DAY

     WE WATCH PUPKIN getting fitted in a new suit, attended by
     a SALESMAN and a TAILOR.

                                  CUT TO:

60   INT:   LUGGAGE SHOP - DAY

     WE WATCH PUPKIN buy a suitcase.

                                  CUT TO:

61   INT:   CARTIER'S JEWELERS - DAY

     WE WATCH PUPKIN perusing the beautiful diamond, sapphire,
     and emerald rings and we take a few moments to PAN OVER
     these beautiful jewels as he sees them. Finally, he picks
     out a splendid ring with a single, middle-sized sapphire
     and hands a surprised SALESLADY the money in cash.

                                  CUT TO:

62   INT:   SUBURBAN TRAIN - DAY

     PUPKIN and RITA are seated side by side. Since it is
     Saturday morning, the train is sparsely populated. A
     CONDUCTOR has just finished taking PUPKIN's tickets. RITA
     is edgy. PUPKIN is strangely calm and a little remote.
     He is wearing his new suit.

                        RITA
            What are we going to do?

                        PUPKIN
                  (patiently)
            Look, I told you, I've got some work
            to discuss with him. That's all.

                        RITA
            But what about me?

                        PUPKIN
            You're with me.

                        RITA
            That's fine, but while you two are
            talking, what am I going to do?

                        PUPKIN
            You can chat with the other guests.

                        RITA
            I'm sure they'll be thrilled hearing
            about the wonderful world of draft beer.
            (pause) Let's tell 'em I'm a model,
            okay?

                          PUPKIN
            What?

                        RITA
            If they ask what I do, let's just say
            I model. You don't mind pretending
            just a little, do you?

                        PUPKIN
            If it make you feel better.

     There is a pause.

                           RITA
            This is    a gas! Too bad nobody'll
            believe    it. (pause) After you guys
            are done    working, what happens? Are
            we going    out someplace, or what?

                        PUPKIN
            I'm sure Jerry has something arranged.

     There is another pause.

                           RITA
            What do    these people do for fun?
            Do they    party or do freaky things
            or just    get drunk or ... I mean,
            What do    they do?

                        PUPKIN
            I guess they just sit around and talk
            and enjoy each other's company, like
            anybody else.

                        RITA
            Talk?!? What can you talk about
            for three or four hours?!

                           PUPKIN
            What do    you mean? They've got plenty
            to talk    about. They do things.    All
            kinds of    interesting things happen
            to them    and then they talk about them.
            What do    you think Jerry's show is all
            about?

                        RITA
            Yeah, a cocktail party with no drinks.
            That's what all those shows are. At
            least they help you get to sleep.

     There is a pause.

                        RITA
                  (glumly)
            Boy, this is going to be some great
            weekend.   I thought we were gonna
            have some fun.

                        PUPKIN
                  (smiling)
            Just take it easy, Rita.     Everything's
            going to be fine.

     WE MOVE IN for a CLOSE-UP of PUPKIN who is fading out.

                                      FADE TO:

63   EXT:   A NEO-CLASSICAL MANSION

     It is a large white house with colonial columns set in the
     middle of a palatial estate whose rolling lawns are
     punctuated with fine old trees. We circle around to the
     back where LANGFORD, a handful of his FRIENDS (which can be
     familiar television celebrities) and PUPKIN and RITA are
     just finishing a lavish lunch on the patio. A pair of
     SERVANTS are clearing the table and serving the coffee and
     desert as the scene unfolds. As we arrive, we hear a loud
     burst of laughter. PUPKIN is regaling the COMPANY with

stories.

                 PUPKIN
     Oh, you have no idea how bad it's
     gotten in New York. Now the muggers
     are so efficient that, each time
     they jump you, they take your name
     and address and put you on a mailing
     list. (the COMPANY chuckles) And
     once you're on the list, you're in
     real trouble, like this friend of
     mine who was mugged thirty-two times
     on his way home from work. (a little
     laughter from the COMPANY)

A SERVANT places the desert, a little, elegant tart, in
front of PUPKIN and RITA.

                 PUPKIN
           (to SERVANT)
     Thanks.

The SERVANT smiles. As PUPKIN continues his story, he
glances occasionally at RITA who has begun to nibble at her
tart. PUPKIN also glances conspiratorially at LANGFORD
who smiles back.

                 PUPKIN
     So what my friend does is get himself
     a dog, one of those huge German
     Shepherds. One night, he's walking
     the dog in Central Park when he hears
     this voice behind him. (in a German
     accent) Okay, Harry, drop your
     vallet and keep your hantz over your
     head or I bite your little fanny off.

The COMPANY breaks up.

                 ONE GUEST
           (to LANGFORD)
     Looks like you've found yourself a
     winner, Jerry.

                 LANGFORD
           (looking at PUPKIN)
     He's the one who found himself
     a winner.

RITA looks up, smiles and blushes. The rest of the COMPANY
smiles benignly and grows attentive as RITA returns to
eating her tart. Suddenly she bites down on something
hard. She fishes it out of her mouth and looks at it. The
COMPANY giggles. It is the ring PUPKIN purchased at
Cartier's. The COMPANY applauds lightly and laughs.
LANGFORD lifts his wine glass.

                 LANGFORD

            To Rita and Rupert -- a short engagement
            and a long, happy marriage.

     The COMPANY drinks with murmurs of "Hear! Hear!"   RITA
     and PUPKIN beam. RITA looks lovingly at PUPKIN.

                        A SECOND GUEST
                  (the PUPKIN)
            Have you set a date?

                        PUPKIN
                  (looking pointedly at LANGFORD)
            Oh, yes.

                        A THIRD GUEST
            I hope we're all invited.

                        PUPKIN
            Everyone's invited.

                                   CUT TO:

64   INT:   THE LANGFORD TELEVISION STUDIO

     The theater is packed. World Series bunting hangs from the
     balcony and the front of the stage. We hear RICK ROSS and
     the ORCHESTRA strike up Mendelssohn's Wedding March.   Down
     one aisle walks RITA, accompanied by the MAN whom PUPKIN
     hit over the head at the bar. Down the other aisle marches
     PUPKIN, accompanied by LANGFORD. The AUDIENCE cheers
     wildly. The two COUPLES walk to the stage where a white-
     haired OFFICIAL awaits them. BERT CANTER stands at his
     side. PUPKIN and RITA disengage from their ESCORTS and
     stand before the OFFICIAL. The music stops and the
     AUDIENCE grows quiet.

                        OFFICIAL
            We are met here in these extraordinary
            circumstances to join this man and this
            woman in holy wedlock. But, before we
            begin, let me voice a personal word
            of thanks to you, Rupert and to you,
            Rita, for choosing me to perform this
            prestigious ceremony. Because we are
            on prime time, I am going to discard
            my customary remarks in favor of a
            few personal reflections.   When I was
            principal at Clifton High and these
            two were students, I had very little
            faith that Rupert here would amount
            to very much. But like his teachers
            and his fellow students, I underestimated
            this fine young man.   Some say that
            this misjudgment is directly tied to my
            recent dismissal as head of the Clifton
            School System. But let me take this
            opportunity to set the record straight.
            Knowing that Rupert and Rita here were

            most certainly destined for a great
            career and a lifetime of happiness,
            I voluntarily stepped down. I would
            only here add my own wishes to those
            of millions of viewers for their
            continued health, wealth and
            boundless success.

     The OFFICIAL looks quickly past RITA and PUPKIN.

                        OFFICIAL
            We'll be back to marry them in a minute,
            right after this word.

                                     FADE TO:

65   INT:   THE TRAIN - DAY

     PUPKIN and RITA are seated as they were.      We hear the
     CONDUCTOR calling.

                          CONDUCTOR'S VOICE
            Greenwich.    Greenwich next stop.
            Greenwich.

     PUPKIN and RITA grab their small suitcases and quickly move
     down the aisle towards the door.

                                     CUT TO:

66   INT:   A SUBURBAN TAXI - DAY

     RITA is peering out the window.     PUPKIN is still lost in
     thought.

                        RITA
            Look at that one. How'd you like to
            live in that?!?! Or that one! What
            do you figure these run?

     The taxi stops in front of a walled lot behind which is
     visible a handsome English stucco home.

                        PUPKIN
                  (to DRIVER)
            What's this?

                          DRIVER
            This is it.

                        RITA
            It's gorgeous!

     PUPKIN is genuinely puzzled.

                        PUPKIN
                  (to DRIVER)
            You sure?

                        DRIVER
            Look, friend, I wouldn't want to
            tell you how many times I made this
            trip.   (pause)    That'll be three
            seventy-five.

     PUPKIN, still puzzled, hands him a five dollar bill.

                        PUPKIN
                  (abstractedly)
            Keep it.

     The DRIVER gets out and puts PUPKIN and RITA's bags,
     which he had stacked on the front seat, onto the sidewalk.

                        DRIVER
            Thanks. If you need a ride back,
            just ask the guy for Wayne. That's me.

     The CAMERA PULLS BACK as PUPKIN opens the gate and he and
     RITA walk up the drive.

                                     CUT TO:

67   EXT:   LANGFORD'S HOUSE - DAY

     PUPKIN and RITA stand before the front door. PUPKIN rings,
     After a few beats, the door is opened by an Indonesian
     HOUSEBOY. PUPKIN walks in right past him, RITA following
     behind.

                                     CUT TO:

68   INT:   LANGFORD'S HOUSE - DAY

     PUPKIN hands the HOUSEBOY the two suitcases as he talks.

                        PUPKIN
            You must be Jonno. I'm Rupert Pupkin
            and this is Rita Keane. Mr. Langford's
            expecting us.

     Jonno nods politely but uncertainly.

                        JONNO
                  (uncertain)
            Mr. Langford asked you to come?

                        PUPKIN
            That's right. Would you mind
            taking those up? Jerry and I have
            some work that may oblige me to
            stay overnight.

                        JONNO
            But Mr. Langford's not here.

                        PUPKIN
            Out playing golf, right?

                        JONNO
                  (still puzzled and unsure)
            That's right.

                        PUPKIN
            Maybe he'll finally break a hundred.

                        JONNO
            Maybe it's better if you came back ...

                        PUPKIN
                  (interrupting)
            That's alright. We don't mind waiting.

     PUPKIN walks from the foyer into the living-room, leaving
     JONNO staring after him holding the bags. RITA walks into
     the living room after PUPKIN.

                        RITA
                  (worried)
            The table's only set for one.

                        PUPKIN
            That's from breakfast.     Relax, will
            you?

                                     CUT TO:

69   INT:   LANGFORD'S KITCHEN - DAY

     JONNO is on the phone.   A black lady COOK stands at his
     side.

                        JONNO
                  (into the phone)
            Let me talk to Jerry Langford please
            ... I know he is ... It's important.

                                     CUT TO:

70   INT:   LANGFORD'S LIVING ROOM - DAY

     It is a handsomely furnished room, done in old American
     antiques and other tasteful pieces. There is a grand piano
     heavy with pictures in one corner and wall-to-wall
     bookshelves that are mostly full and mixed with a balance
     of classics and modern popular reading. The whole room
     marks LANGFORD as a man of discernment. The shelves also
     house a fine stereo and a small, discreet bar. RITA and
     PUPKIN walk in like strangers in paradise, awed by the
     obvious elegance and expense the room reflects.

                        PUPKIN
                  (as though he owned it)
            How do you like it?

                 RITA
           (admiringly)
     I could live here.

                 PUPKIN
           (smiling proudly)
     It's the only way to live.

RITA stands in the center of the room, ill at ease, while
PUPKIN strolls about comfortably, picking up an ashtray
here, a cigarette case there, inspecting the artifacts for
inscriptions, clues, hints about LANGFORD's character and
life.

                 RITA
     How come he isn't here?

                 PUPKIN
     You heard the guy.     He's out playing
     golf.

                 RITA
     Didn't you tell him when we'd get here?

PUPKIN continues to move about the room, fielding RITA's
suspicious inquiries effortlessly.

                 PUPKIN
     We didn't have time to iron out the
     details. Now just relax. We're
     the first guests, that's all.

                 RITA
           (interrupting)
     That Jonno character hadn't even
     heard of us!

                 PUPKIN
           (a little irritated)
     It probably slipped Jerry's mind.
     He has better things to think about
     than what he tells his houseboy.

                 RITA
     It's just not time way I expected it,
     that's all.

There is a pause. PUPKIN continues his investigation.      He
has moved to the grand piano in the rear of the room.

                 RITA
     What do we do now?

PUPKIN is looking    at a picture of an American Gothic couple
standing in front    of a wood-frame house. As he comments on
the pictures, the    CAMERA PANS over them. They form a kind
of slide-show of    LANGFORD's life.

                 PUPKIN
     These are Jerry's parents. His father
     runs the Post office in Wolverine --
     that's in North Dakota.

PUPKIN then fixes on a picture of an eleven-year-old boy
standing next to a puppet stage with a puppet (obviously
held by the boy) staring at its master.

                 PUPKIN
     This one was in Newsweek. He started
     giving these puppet shows when he was
     still in grade school.

WE SEE a picture of a very young LANGFORD seated before a
microphone with some celebrity.

                 PUPKIN
     And this is from his quiz show in
     St. Louis. Can you believe it?

                   RITA
     Sure I can.

                 PUPKIN
     That was the name of the show.

WE MOVE to a picture of LANGFORD smiling at JACK PAAR.

                 PUPKIN
     And here's when he wrote for Jack
     Paar. He made a hundred and fifty
     a week and look at him now.

Another picture of LANGFORD with a group of women sitting
in a studio.

                 PUPKIN
     And this is his morning show.

A picture of LANGFORD standing in a park with his two boys,
eleven and eight.

                 PUPKIN
     And his kids. He's divorced.

RITA, who has been only half-listening, has picked up a
small, beautifully enameled cigarette box.

                 RITA
     Look at this. I love these kind of
     things. Look at the work.   I've got
     this thing about boxes.

RITA puts it down reluctantly, picks it up, then puts it
down again.

                                    CUT TO:

71   INT:   THE KITCHEN - DAY

     JONNO is holding the phone, waiting.     The COOK stands,
     looking at him.

                        JONNO
            Mr. Langford? ... I'm sorry to
            disturb you ...

                                    CUT TO:

72   INT:   THE LIVING ROOM - DAY

     RITA has just finished fixing herself a drink. She takes a
     large sip and starts pacing around. PUPKIN is seated.

                        RITA
            How much longer are we gonna have
            to wait?

                        PUPKIN
            I don't know. Until he gets back.

                        RITA.
            Do we have to just sit here?

                        PUPKIN
            He should be back pretty soon.

                        RITA
            Doesn't he have any music or anything?
            Let's get a little life into this place.
            It's like a funeral parlor.

     She walks over to the stereo and opens the cupboard beneath
     it, revealing rows and rows of records.

                        RITA
            This is more like it.

     She pulls out a record.

                        PUPKIN
            Come on, Rita.

                        RITA
            Come on, yourself.

     She puts the record on. Frank Sinatra starts singing "They
     Can't Take That Away From Me." She takes a big sip of her
     drink, puts it down and comes over to PUPKIN.

                        RITA
            How about a little spin, handsome?

                       PUPKIN

                    (pulling back)
            Here?

     RITA snuggles into PUPKIN and starts dancing him around.
     He resists feebly.

                        RITA
            Come on, Rupert.      I came up here for
            a good time.

     PUPKIN gives in and starts      dancing with her in the    style of
     the 1950's, elbow out, arm      up, box step. After a     few
     moments, PUPKIN closes his      eyes. He has reached a     moment
     of perfect bliss, his dream      girl in is arms. They     dance
     silently as we hear Sinatra      singing.

                        SINATRA'S VOICE
            The way you wore your hat,
            The way we danced till three,
            The memory of all that --
            Oh no, they can't take that away from me,
            No ... they can't take that away ...
            from ... me.

     The orchestra plays.

                        RITA
            You never could dance, could you?

                        PUPKIN
            How would you know?

                        RITA
            Oh I danced with you a couple of
            times -- at the Sigma U party.

                        PUPKIN
            You were there with Tommy Winston.

                        RITA
            You didn't ask me.

                        PUPKIN
            That's the one time I did ask you
            and you went with him anyway.

                        RITA
            Well, I couldn't go with you!

                         PUPKIN
            Why not?

                        RITA
            Be serious, Rupert.

                                       CUT TO:

73   INT:   THE DINING ROOM - DAY

     JONNO stands a few feet from the kitchen door, staring at
     RITA and PUPKIN dancing in the living room, an unbelieving,
     anxious expression on his face.

                                    CUT TO:

74   INT:   THE LIVING ROOM - DAY

     The music has stopped momentarily and PUPKIN and RITA
     disengage. PUPKIN looks lovingly at RITA.

                        PUPKIN
            Well, it's all ended happily and
            that's what counts.

     RITA grows jumpy under his gaze.      She looks around.

                        RITA
            I wonder what the rest of this
            place looks like?

                        PUPKIN
            I'm sure it's all very nice.

                        RITA
                  (gaily)
            Well, there's only one way to find out.

     RITA scampers over to the stairs and pauses on the first
     step.

                        RITA
            You coming or not?

     RITA bounds up the stairs.

                       PUPKIN
            Rita!

     CAMERA FOLLOWS PUPKIN up the stairs.

                                    CUT TO:

75   INT:   UPSTAIRS - DAY

     There is no sign of RITA.

                        PUPKIN
            Where are you?

     There is no answer. CAMERA FOLLOWS PUPKIN from room to
     room. They are all guest rooms, neat, pretty, clean.

                        PUPKIN
            Come on, Rita. This isn't funny.

     Finally, PUPKIN opens the door to another room.

                                    CUT TO:

76   INT:   A BEDROOM - DAY

     It is clearly LANGFORD's bedroom with a few clothes strewn
     about, and other signs of being lived in. RITA lies on the
     bed.

                        PUPKIN
                  (shocked)
            What are you doing, Rita?

                        RITA
            I love it! All those millions of
            women out there dying to change
            places with me right now.

                         PUPKIN
            Come on.   We shouldn't be here.

                        RITA
            Relax, will you. Let me have a
            little fun, for Christ's sake.

     RITA gets off the bed and runs into the john.

                                    CUT TO:

77   INT:   A LAVISH BATHROOM - DAY

                        RITA
            Look at this. It's nicer than my
            whole apartment.

     PUPKIN enters the large, beautifully done bathroom.   RITA
     examines her face in the mirror.

                        PUPKIN
                  (urgently)
            Let's go, Rita.

                        RITA
            Boy, I really need some sun.

                        PUPKIN
            Rita, this is Jerry's ...

                        RITA
            Lay off, will you, Rupert.

                        PUPKIN
            But we have no right ...

     RITA picks up a can of shave cream and squirts a large
     dollop in PUPKIN's face. WE COME IN for a CLOSE UP of
     PUPKIN's face, buried under shaving cream.

                        PUPKIN
            That wasn't funny, Rita.

     RITA hands him a towel.

                         RITA
            Here.

     She looks around.

                        RITA
            Now for something that smells nice.

     She swings open the cabinet with a flourish. The door
     swings open violently and the mirror shatters against
     something as pills and bottles tumble into the sink.
     PUPKIN and RITA stand there, staring at each other. RITA
     begins to laugh, but her laugh is cut short by the slam of
     the downstairs door.

                                     CUT TO:

78   INT:   THE FOYER

     LANGFORD has entered, drawn and businesslike.       JONNO and
     the COOK have moved out to greet him.

                        LANGFORD
                  (looking around)
            Where are they?

                        JONNO
            I was going to call the police but
            then I thought to myself 'what if
            they are Mr. Langford's friends?'

     We hear some whispers and scuffling at the top of the
     stairs. LANGFORD, JONNO and the COOK look up. PUPKIN
     comes bounding down the stairs jauntily with RITA following
     cautiously behind. PUPKIN has large traces of shaving
     cream behind his ears and on his neck.

                         PUPKIN
            Hi, Jerry.   We were just freshening up.

     PUPKIN stops at the base of the stairs, turns around, and
     waves RITA down.

                        PUPKIN
                  (to RITA)
            Come on, Rita. No need to be shy.

     PUPKIN smiles conspiratorially at LANGFORD.       RITA comes
     slowly down.

                        PUPKIN
            Jerry, I'd like you to meet Rita
            Keane. Rita, say hello to Jerry!

                 RITA
           (tentatively)
     Pleased to meet you.

LANGFORD nods imperceptibly, his face tense, his eyes
alert. RITA, reading her frigid reception, looks to
PUPKIN who walks blithely past LANGFORD into the living
room, toward the bar.

                 PUPKIN
     What's your pleasure?

PUPKIN glances at the small mess he has left on the bar and
turns back to LANGFORD who has moved into the living room
with JONNO and the COOK a few steps behind. PUPKIN flashes
LANGFORD an apologetic smile.

                 PUPKIN
           (to LANGFORD)
     We've already taken the liberty, so
     to speak. Rita was a little nervous.
     It isn't every day she meets someone
     like you.

                 LANGFORD
     What's going on here?

                 PUPKIN
     We've been sitting around, waiting.
     That's all. How was your golf game?

                 JONNO
     I told them you weren't here.

                 COOK
     That's right.

                 PUPKIN
     He did, Jerry. He was very helpful.
     We had to take an early train. There
     was nothing else until after one.
     (pause) I brought the material.
     It's upstairs, in my bags. (pause)
     Where is everybody?

                 LANGFORD
     Who?

                 PUPKIN
     The other guests! (in a confidential
     tone) We're getting a little hungry,
     to tell you the truth.

                 LANGFORD
           (as though confirming
           what PUPKIN said)
     You are.

                 PUPKIN
           (backing off)
     But we don't mind waiting, do we,
     Rita?

RITA says nothing. She has sensed something terribly
wrong and is slowly backing away from PUPKIN.

                 LANGFORD
     You know, I could have you arrested,
     both of you.

                 PUPKIN
           (seizing the idea)
     You know you could! And there'd be
     absolutely no way we could prove we
     belonged here. I never thought of that.

                 LANGFORD
     Well, you should have before you ...

                 PUPKIN
           (still fixed on the idea)
     Maybe we could work up a routine
     about that, about a guy who throws
     all his friends in jail. Let's talk
     about that.

                 LANGFORD
           (sharply)
     Let's not.

                 PUPKIN
     Sure, Jerry. Whatever you ...

                 LANGFORD
           (exasperated)
     Look, if you've got something for
     me to sign, let's have it and get
     it over with so I can get back ...

                 PUPKIN
           (interrupting)
     That wouldn't be right, Jerry.
     Not in your own house!

                 LANGFORD
           (summoning his last
           bit of patience)
     I have a lot of work to get to.
     (to JONNO) How did they get here?

                 PUPKIN
     We took a taxi, Jerry ... But don't
     worry about us. You go ahead and
     do your work and we'll just take a
     stroll around until lunch is ready.

                 LANGFORD
     You're a little thick, aren't you?

                 PUPKIN
           (smiling as though complimented)
     Well, maybe a ...

                 RITA
     What's he's saying, Rupert, is that he
     wants us out.

                 PUPKIN
     Don't listen to her, Jerry. She
     doesn't understand anything about us.

                 RITA
     Don't get me into this.

                 LANGFORD
           (to JONNO)
     Call the station.

JONNO goes back into the foyer, followed by the COOK.

                 LANGFORD
     There'll be a cab here in a few
     minutes. Now if you'll just wait
     at the gate ...

                 PUPKIN
     Look, Jerry, if I've said anything
     out of line, let's chalk it up to
     inexperience, okay? I'll just go
     upstairs and get my tape and we can
     start working. It shouldn't take
     long and then you'll have the rest of
     the afternoon to yourself.

                 LANGFORD
     I've told you just as clearly as I
     can. I want you out of here and I
     want you out now. Scram, beat it,
     vamoose, out! Is that plain enough!

RITA deftly pockets the enamel box.

                 PUPKIN
     But what about my material?    When
     are we going to go over it?

                 RITA
     Come on, Rupert, the man wants us
     to go.

                 PUPKIN
     Tell her she's wrong, Jerry!

                 RITA
     Look, Mr. Langford. I didn't know
     anything about all this. I hardly
     know this guy. I haven't seen him
     in years.

                 PUPKIN
     Rita!

                 RITA
     So if there's anything I can do, any
     way I can make this up to you.

                 PUPKIN
     She's nothing, Jerry. She's just
     some girl who works in a bar.
     Don't let her spoil things.

LANGFORD starts herding RITA and PUPKIN towards the door.

                  LANGFORD
     Come on.   Let's go.

                 PUPKIN
     All I'm asking is fifteen minutes.
     That's all. Just long enough to
     listen to my act. Is that asking
     too much -- fifteen minutes of your
     day against my whole life?

                 LANGFORD
     I'll call the police if I have to.

LANGFORD realizes he is being hard.    He stops for a moment.

                 LANGFORD
     I have my own life, that's all.

                 PUPKIN
     But what about me, Jerry? What about
     my life? I made plans -- based on
     what you said. You can't just turn
     your back on me.

                 LANGFORD
     I'm not telling you again.

There is a long pause as the truth finally sinks in. PUPKIN
just stares at LANGFORD with disbelief that turns to anger.

                 PUPKIN
     So this is the way it   works when
     you're big, huh? You    just play with
     people. Is that part    of the kick,
     Jerry? (pause) I can     see I was all
     wrong about you. All    wrong.

RITA starts tugging at PUPKIN.

                        RITA
            Come on, Rupert.

                        PUPKIN
                  (to RITA)
            Shut up! (to LANGFORD) You weren't
            my friend at all, were you? You were
            just playing some kind of game with me.
            Well, that's not going to stop me,
            Jerry. I'm just going to work a
            little bit harder, that's all, use a
            little bit more enterprise. And not
            count on anybody. That's where I
            made my mistake. I can see that now.

     PUPKIN picks up the pair of small suitcases.

                        PUPKIN
                  (glaring at LANGFORD)
            Come on, Rita. We're wasting our time.

                                   CUT TO:

79   EXT.   LANGFORD'S FRONT DOOR - DAY

     PUPKIN strides out with RITA following.     She casts LANGFORD
     an apologetic glance as she goes. The     door slams behind
     them. They walk down the path silently     for a few moments
     as the CAMERA PULLS UP, following them    in an OVERHEAD SHOT.
     We hear them start talking as they make    their way towards
     the gate.

                        RITA
                  (baffled and angry)
            What did you think was going to
            happen? You think he'd just ... ?
            What's the matter with you? (pause)
            You can't just walk into a guy's
            house! And what about me? What
            did you ...

                        PUPKIN
                  (interrupting in a calm
                  but firm voice)
            Shut up, Rita. I'm thinking.

                                   CUT TO:

80   EXT:   OUTSIDE THE U.N. PLAZA - DAY

                                   CUT TO:

81   INT:   A NEW MERCEDES BENZ - DAY

     MARSHA sits at the wheel of this lavishly appointed sedan,
     her face made up as though she were going to a fancy party.
     PUPKIN sits on the other side of the front seat. His ex-

pression has changed somewhat from the PUPKIN we have seen.
He is less wide-eyed, less innocent, tougher.

                 MARSHA
           (whining)
     How much longer?!?

                 PUPKIN
     Do you want him or not?

There is a pause.

                 MARSHA
     You sure he's in there?

                    PUPKIN
     Certain.

                 MARSHA
           (with obvious delight)
     My parents are going to be furious!

PUPKIN pulls a toy revolver from his jacket pocket and looks
it over. MARSHA glances at it.

                 MARSHA
     It looks real.

                 PUPKIN
     That's the whole point. (gesturing
     with his head towards the entrance
     of the building which is some 50 yards
     away) Pay attention.

MARSHA looks towards the entrance.   A few beats pass.

                 MARSHA
     What if he doesn't come down?

                    PUPKIN
     He will.

                 MARSHA
     But what if he doesn't?

                 PUPKIN
     We'll come back tomorrow.

                 MARSHA
     And wait again?

                 PUPKIN
     Look, you're going to have him all
     to yourself. What else do you want?

A MAN resembling LANGFORD walks out the entrance.

                    PUPKIN

            Is that him?!?

                        MARSHA
            No.

                        PUPKIN
            You sure?

                        MARSHA
            Sure I'm sure. That looks too much
            like him.

                        PUPKIN
            What do you mean?

                        MARSHA
            When it's him it doesn't look like him.

                        PUPKIN
            Keep watching.

     PUPKIN closes his eyes and rests for a moment.

                        MARSHA
            That's him.

     PUPKIN's eyes snap open. WE SEE LANGFORD, concealed in his
     trench coat, dark glasses and tightly pulled cap start walking
     east.

                        MARSHA
            What should I do?

                        PUPKIN
            Wait a second and follow him.

                                      CUT TO:

82   EXT:   A STREET GOING EAST - DAY

     LANGFORD is walking innocently towards his offices.      The
     Mercedes prowls a quarter of a block behind.

                                      CUT TO:

83   INT:   THE MERCEDES - DAY

                        MARSHA
            What about here?

                         PUPKIN
            Too busy.   Keep going.

                                      CUT TO:

84   EXT:   ANOTHER EASTBOUND STREET - DAY

     LANGFORD continues walking.      The street is practically

     empty.

                                    CUT TO:

85   INT:     MERCEDES - DAY

                        PUPKIN
            Go past him and stop.

                                    CUT TO:

86   EXT:     THE SAME EASTBOUND STREET - DAY

     WE STAY with LANGFORD as he walks.  WE SEE the Mercedes
     pull past him. Suddenly PUPKIN is IN THE FRAME, walking
     side by side with LANGFORD.

                        PUPKIN
            Just keep walking or I'll kill
            you right here.

     LANGFORD looks at PUPKIN in terror.        He falters a bit, out
     of fear.

                        PUPKIN
            I said keep walking. This is a gun
            in my pocket and I've got nothing
            to lose.

                        LANGFORD
                  (who keeps walking)
            What do you want?

                        PUPKIN
            Just keep walking and don't talk
            to anybody. I'll tell you what
            to do.

     A MAN    coming the other way stops and stares at LANGFORD
     out of    curiosity. PUPKIN and LANGFORD keep walking. They
     get to    where the Mercedes is waiting. PUPKIN jabs LANGFORD
     in the    ribs with the gun.

                         PUPKIN
            Get in!

                        LANGFORD
            Look, this is ...

                        PUPKIN
                  (interrupting)
            Just shut up and get in.

     LANGFORD gets in the front seat.     PUPKIN follows.

                                    CUT TO:

87   INT:     THE MERCEDES - DAY

     LANGFORD moves to the middle of the front seat.

                         MARSHA
            Hi, Jerry.

     LANGFORD looks over and recognizes MARSHA.        A CLOSE UP
     records his reaction of sheer terror.

                                   CUT TO:

88   EXT:   A BROWNSTONE-LINED STREET IN THE EAST EIGHTIES - DAY

     WE SEE LANGFORD get out of the Mercedes which is parked in
     front of a fire hydrant. LANGFORD follows MARSHA into a
     brownstone. PUPKIN walks behind LANGFORD.

                                   CUT TO:

89   INT:   MARSHA'S APARTMENT - DAY

     PUPKIN, LANGFORD and MARSHA enter. It is an absolutely
     stunning studio apartment, furnished lavishly by Marsha's
     parents for their daughter in antique furniture suitable
     for a woman of fifty. MARSHA has imprinted her own stamp
     on the apartment in two ways: First, the place is abso-
     lutely chaotic. Secondly, there are a number of blow-up
     pictures on the wall. A picture of LANGFORD sits on the
     bureau. There is a big brass bed with an ornate brass
     frame at the foot. LANGFORD stares at MARSHA and PUPKIN.
     PUPKIN closes the blinds and turns on the lights. MARSHA
     trains the gun on LANGFORD. PUPKIN finishes his work and
     takes the gun back.

                        PUPKIN
            I didn't like being so rough out
            there, Jerry. But I wanted you to
            know that I meant business. I didn't
            want anything happening to you over
            some misunderstanding.

     LANGFORD just stares at him, frozen with fear.

                        PUPKIN
            Now I know you're wondering    what
            this is all about. Actually     you've
            got nothing to worry about.     You
            just do what I tell you and    by, say,
            midnight, you'll be safe and    out of
            here. Of course if you try     anything
            clever, I'll kill you -- or    Marsha
            will. She knows how to use     this too.

                        LANGFORD
            You realize what you're saying.

                        PUPKIN
            Come on, Jerry. This isn't a spur

            of the moment thing.    Give me a little
            credit, will you.

     PUPKIN looks over to a small phone table with a chair next
     to it. He motions to it with his head.

                        PUPKIN
                  (to LANGFORD)
            Sit down.

     LANGFORD docilely sits by the phone.

                        PUPKIN
            Now, you're going to call your
            office and tell them this: that
            unless a man who identifies himself as
            the King is allowed on the show
            tonight as the first guest, they'll
            never see you alive again.

                       LANGFORD
            What?

                        PUPKIN
            I'll say it again ...

                                     CUT TO:

90   INT:   BERT THOMAS' OFFICE     - DAY

     It is a large office in two pieces. A SECRETARY sits in
     the smaller part next to the door of the larger section.
     Her phone is ringing. She answers.

                        THOMAS' SECRETARY
            Bert Thomas! ... He's in a meeting,
            Mr. Langford ... I see.

                                     CUT TO:

91   INT:   A CONFERENCE ROOM - DAY

     THOMAS, a young, trim executive in his late thirties, in
     modish dress, sits at the table with several other PEOPLE,
     including CATHY LONG. They are sipping coffee from con-
     tainers. There are memos and lists and other papers on
     the table. The SECRETARY stands at the doorway. THOMAS
     and the others are looking up at her.

                        SECRETARY
            He says it's urgent.

                        THOMAS
                  (smiling)
            Yeah? Well, tell him I'll call him
            back. (to the others) It's that
            Martino kid, the impressionist.

                                     CUT TO:

92   INT:   MARSHA'S APARTMENT -- DAY

     LANGFORD sits by the phone with PUPKIN a few steps away,
     holding the gun and MARSHA looking on. LANGFORD looks
     desperate.

                        PUPKIN
            Then try again!

                                     CUT TO:

93   INT:   BERT THOMAS' OFFICE - DAY

     An irked BERT THOMAS wearily picks up the phone.

                        THOMAS
            Yeah? ... Okay, Martino, let's
            stop the bullshit ... what? ...
            Okay, I'm listening.

     WE WATCH THOMAS' expression as it turns from skepticism
     to concern bordering on alarm.

                        THOMAS
            Give me that again? ... Wait a
            minute. What do we call our second
            cameraman?

                                     CUT TO:

94   INT:   MARSHA'S APARTMENT - DAY

     The scene is as before, only now LANGFORD is sweating a bit.

                        LANGFORD
                  (into the phone)
            Helen Keller.

                        PUPKIN
                  (warning)
            No tricks, Jerry.

                                     CUT TO:

95   INT:   BERT THOMAS' OFFICE - DAY

     THOMAS is still at the phone.

                        THOMAS
            Don't do anything, Jerry.     Stay right
            there. Tell him we'll do     anything he
            wants. Tell him to cool     it. Are you
            okay? ... Look, tell him    to call us
            about five, okay. We'll     let him know
            what to do. And don't do     anything
            stupid.

     THOMAS puts down the phone.

                        THOMAS
                  (calls to his SECRETARY)
            Vivien!

     THOMAS' SECRETARY appears at the doorway.

                        THOMAS
            Get me the number of the F.B.I. right
            away. And get me Crockett's office.
            And keep your mouth shut about this.

                                      CUT TO:

96   INT:   MARSHA'S APARTMENT - DAY

     LANGFORD is standing awkwardly in the middle of the room,
     wearing a sweater that matches the patch of cloth we saw
     in the envelope MARSHA gave PUPKIN. PUPKIN is still
     training his pistol on LANGFORD and MARSHA is appraising
     the fit.

                        MARSHA
                  (to PUPKIN)
            What do you think?

                          PUPKIN
            Looks fine.

                        MARSHA
                  (to LANGFORD)
            I had to guess on the sleeves.
            (to PUPKIN) He gets to keep it,
            doesn't he?

                        PUPKIN
            Sure, if he isn't dead.

                                      CUT TO:

97   INT:   THOMAS' OFFICE - DAY

     THOMAS is on the phone.

                        THOMAS
                  (panicky)
            I know he's in a meeting and I don't
            care. I've got to talk to him! ...
            No, he can not call me back. Don't
            you understand? This is an emergency
            ... NONE OF YOUR BUSINESS!

                                      CUT TO:

98   INT:   MARSHA'S APARTMENT - DAY

LANGFORD is seated on a chair whose back is pressed right
up against the high, ornate brass bedstead at the foot of
the bed. MARSHA trains the gun on LANGFORD now. PUPKIN
is unpacking a suitcase. He takes out a handsome blue suit,
ruffled shirt, a bow tie, black shoes, underwear, socks,
shaving equipment, soap, a hairbrush, a clothesbrush, a
small shoe shine kit, aftershave lotion, deodorant and a
dozen or so rolls of inch-and-a-half wide adhesive tape.
He removes this stuff from a suitcase that is barely big
enough to hold it -- so the mere packing of all this para-
phernalia into such a small space represents something of an
achievement. As he takes the stuff out, he talks to
LANGFORD, his back turned to him.

                 PUPKIN
     This wasn't an easy decision for
     me, Jerry, believe me. For one
     thing, I knew it meant we could never
     be friends again and that hurt me.
     It's hard to lose a friend, even one
     who has let you down. You always
     hope you can patch things up. You
     know, a guy like me doesn't make
     friends that easily.

PUPKIN pauses a moment, then turns to LANGFORD, his voice
filled with emotion.

                 PUPKIN
     Why didn't you just listen to the
     tape when I asked you? Then I
     wouldn't have to be doing all this.
     Was it really too much to expect --
     a few minutes of your time to listen
     to something I'd worked on my whole
     life?

LANGFORD's eyes shift rapidly.   He is obviously calculating
how to deal with PUPKIN.

                 LANGFORD
           (with disarming charm)
     Hey, if that's what's bothering you,
     let's go over to my office and listen
     to that tape right now.

                 PUPKIN
     Are you crazy, Jerry? Do you know
     what would happen to me?

MARSHA listens to this exchange a bit nervously.   Gesturing
to her gun, she says:

                 MARSHA
     Am I going to have to hold this
     thing all day?

PUPKIN sees she has lowered it practically to her side.

                 PUPKIN
           (to MARSHA)
     Just keep it on him. (to LANGFORD)
     You know, Jerry. Friendship is a two-
     way street. All that time I was
     worrying about you and your ratings
     and everything, you couldn't have
     cared less about me.

LANGFORD thinks rapidly for a beat or two.

                 LANGFORD
     You're right. You know that? I
     was thoughtless. It's just that
     when you're doing a big show, it's
     hard to tell who your friends really
     are. I was wrong. I apologize.
     Why don't we just shake hands and
     forget the whole thing?

                 PUPKIN
           (suspiciously)
     That's easy to say, Jerry.

                 LANGFORD
     But I mean it. I'll tell     them that
     the whole thing was a joke    and then
     we can go to my office and    listen to
     that tape. Come on. What      do you say?

LANGFORD rises with his hand extended toward PUPKIN.

                 MARSHA
           (to LANGFORD, sharply)
     Sit down!

LANGFORD looks to PUPKIN.

                 MARSHA
     I said sit!

LANGFORD reluctantly sits down.

                 PUPKIN
           (to MARSHA)
     What's the matter?     You heard
     what he said.

                 MARSHA
     All of a sudden, with a gun on him,
     he wants to make up and be friends.
     And, once he's out the door, what
     happens then?

                 PUPKIN
     What happens then, Jerry?

                        MARSHA
            You get to his office and they
            jump you, that's what happens, Rupert.

                        PUPKIN
            She's right, Jerry.

                        LANGFORD
            Not if I tell them not to. This is
            Jerry, Rupert, I give you my word.

                        PUPKIN
                  (to MARSHA)
            He gives me his word.

                        MARSHA
            Yeah? And what else? Come on,
            Rupert, I'm sick of waiting.

                        PUPKIN
            And what else, Jerry?

                        LANGFORD
            Come on, Rupert. My word's good
            enough, isn't it.

     PUPKIN stares at LANGFORD for a few beats. Then he shakes
     his head sadly and says in a very quiet, discouraged voice.

                        PUPKIN
            No, Jerry. It's not. (to MARSHA)
            Keep the gun up!

     PUPKIN comes over to LANGFORD with a few rolls of adhesive
     tape in his hand.

                        PUPKIN
            I'm sorry to do it this way, Jerry,
            but I'm no good at knots. Just put
            your arms up and out, okay?

     LANGFORD spreads his arms back against the brass bedstead.
     As PUPKIN goes to tape them, LANGFORD tries to grab him,
     but, with sudden, demonic force, PUPKIN pins him against
     the bedstead. They are practically nose to nose.

                        PUPKIN
            Oh, no, Jerry. None of that.      Now
            hold still.

                                    CUT TO:

99   INT:   A LARGE EXECUTIVE OFFICE - DAY

     We are in the office of WILSON CROCKETT, president of the
     National Broadcasting Network. CROCKETT sits behind his
     desk, facing a group which includes several other NETWORK
     EXECUTIVES, BERT THOMAS, CATHY LONG, F.B.I. INSPECTOR

      PATTEN, and his assistant, GIARDELLO.   They are in the
      midst of debate.

                         PATTEN
             Look, I tell you, the bureau is doing
             everything possible to locate Mr.
             Langford. Right now our men are out
             checking out every radical group in
             this city.

                        AN EXECUTIVE
             Radical?

                         PATTEN
             They're willing to sacrifice their
             leader in order to get their message
             across, aren't they? You've got to
             figure that this is a desperate outfit.
             I don't know who they are anymore than
             you do. But I do know I've got to
             stop them. Otherwise, what you're
             seeing here is just the first of a
             whole wave of these kinds of kidnappings.

                         THOMAS
                   (upset)
             Does this mean we're not supposed to
             put him on?!?

                         PATTEN
             Who am I addressing, please?

                         CROCKETT
             That's Bert Thomas. He produces the
             show.

                         PATTEN
             I'm only saying, Mr. Thomas, that we
             can't allow this to reach the public.
             When the kidnappers call in, of course
             you're going to be cooperative.
             Promise them anything they want.
             After all, this King character is
             going to have to show up sooner or
             later. And once we get our hands
             on him, he'll tell us where Mr. Langford
             is.

      PATTEN grinds his fist into his palm.

                                    CUT TO:

100   INT:   MARSHA'S APARTMENT - DAY

      WE SEE PUPKIN in the shower, shampooing.

                                    CUT TO:

101   INT:   THE EXECUTIVE OFFICE

      The scene is as before.

                         PATTEN
             Sure. Let him go on if you have
             to. It's just a taping. You can
             always erase him afterwards, can't
             you? (pause) All I'm saying is this:
             don't put him on the air.

                         THOMAS
             That's fine, Inspector, but let's say
             he finishes his bit and you've worked
             him over ...

                         PATTEN
             Questioned him, Mr. Thomas.

      There is light laughter.

                         THOMAS
             Okay, questioned him and he still
             won't talk. We get to eleven thirty
             and what do we do? Do we air him or
             what?

      There is a heavy pause.

                         PATTEN
             I would say no.

                         THOMAS
             But they might kill Jerry!

                         CROCKETT
                   (breaking in)
             Okay, Burt. (to PATTEN) Thank you,
             Inspector. We appreciate your position
             and we'll do all we can to cooperate
             with you.   But I have to tell you
             right now that, if it comes down to
             it, we're not taking any chances with
             Mr. Langford's life.

                         PATTEN
             I understand but ...

                         CROCKETT
                   (interrupting)
             If your men haven't been able to
             locate Mr. Langford by air time,
             we're going to have to put this King
             guy on, no matter what he's said.
             After all, Inspector, what's ten or
             fifteen minutes of talk show time
             against a man's life?

                                        CUT TO:

102   INT:     MARSHA'S APARTMENT - DAY

      WE SEE PUPKIN in his new suit and ruffled shirt, impeccably
      groomed, standing next to the bed. He is talking to
      LANGFORD but we don't see anyone but PUPKIN.

                          PUPKIN
              Open. (pause) Bite ... Good.

      He is wrapping LANGFORD's mouth shut but all we see is that
      he is doing something.

                          PUPKIN
              Can you breathe? Both ways?         In
              and out?

      WE    PULL    BACK TO SEE LANGFORD    nodding. He is strapped to
      the    bed    with tape and encased    like a mummy, only his eyes
      and    nose    showing. PUPKIN has     wrapped him in tape from tip
      to    toe.     MARSHA emerges from    the kitchen stirring something.

                          PUPKIN
                    (to MARSHA)
              You've got until around midnight.
              Have a good time. (to LANGFORD)
              So long, Jerry! Wish me luck.

      PUPKIN leaves.

                                        CUT TO:

103   INT:     BERT THOMAS' OFFICE - DAY

      The phone rings.        BERT THOMAS' SECRETARY answers.

                          THOMAS' SECRETARY
              Bert Thomas! Who's calling please?
              (her voice grows tense) Yes, Mr. King.

                                        CUT TO:

104   INT:     BERT THOMAS' DESK - DAY

      THOMAS sits by his phone. There is           a large machine,
      looking like a large tape recorder,          attached to the phone
      and monitoring the call. GIARDELLO           is at a second phone
      and starts placing a call. PATTEN           stands next to THOMAS.
      There are two other PLAINCLOTHESMEN          in the room, CROCKETT
      and CATHY LONG.

                          PATTEN
                    (quietly to THOMAS)
              Keep him talking.

      THOMAS nods and picks up the phone.

                         THOMAS
             Yes? ... Yes, Mr, King. We     understand.
             Everything's been arranged.     Now if
             you'll just tell me a little    about the
             nature of your material, so    that
             we can ...

                                    CUT TO:

105   EXT:   UPPER EAST SIDE MANHATTAN STREET - DAY

      PUPKIN stands in a public phonebooth on a streetcorner.

                         PUPKIN
                   (into the phone)
             I'll tell you everything you need to
             know at the studio this evening,
             Mr. Thomas. I appreciate your co-
             operation. Goodbye.

      PUPKIN steps out of the booth and starts walking downtown.

                                    CUT TO:

106   INT:   MARSHA'S APARTMENT - DAY

      Late afternoon. MARSHA is setting the dining room table
      for two. She talks as she works.

                         MARSHA
             I've got so much to tell you I just
             don't know what to begin with. Are
             you okay?

      LANGFORD mumbles incoherently through his gag and tape.

                         MARSHA
             Good. Tell me if you're not.
             I guess you're wondering why I do
             stuff like this. I think it's
             because I'm a Leo, but my shrink says
             I'm pathologically rebellious and
             self-destructive. You don't think
             I'm self-destructive, do you?

      LANGFORD, mummified, again mumbles and struggles a bit in
      his bonds.

                         MARSHA
             I knew you wouldn't. That's 'cause
             you're the only person in the world
             who really understands me.

                                    CUT TO:

107   INT:   CROCKETT'S OFFICE - DAY

      CROCKETT sits behind his desk.    With him are BERT THOMAS,

CATHY LONG and three other EXECUTIVES.

                 CROCKETT
     Can Randall* sub for Jerry?

[*Tony Randall is one of any number of substitute hosts.]

                 THOMAS
     His agent's calling us back but it looks
     good. I only told him Jerry's sick.

                 CROCKETT
     Well, if worse comes to worse, Canter
     can always carry it. (to CATHY LONG)
     Let me see your list.

CATHY LONG hands CROCKETT a blue piece of paper.   He
glances over it quickly.

                 CROCKETT
     Any one of these a writer?

                 THOMAS
           (pointing to a name on
           the list)
     McCabe. The Vanishing Siberian Tiger.

                 CROCKETT
     He's out.

                 CATHY LONG
     What if we don't run this King guy?
     Who'll fill the time?

                 CROCKETT
     We'll stretch the other guests. But
     I think we're going to wind up running
     him. For one thing, we've got to think
     about Jerry.

                 FIRST EXECUTIVE
     And from a news point of view, we've
     got a responsibility to air this story.

                 CROCKETT
     Exactly, Lou. (pause) I mean, who
     would you rather watch -- some tiger
     expert or a live kidnapper.

                 A SECOND EXECUTIVE
     But nobody's going to know he's a
     kidnapper. They'll think we've gone
     crazy.

                 CROCKETT
     Then they'll read about it in the papers
     tomorrow and, believe me, tomorrow night,
     everyone in America will be watching

             Jerry talk about his experience. And
             he can put this King guy on rerun.

                         THOMAS
             You're going to put him on twice?

                         A THIRD EXECUTIVE
             What if his stuff's unusable?

                         SECOND EXECUTIVE
             And remember what Patten said about ...

                         CROCKETT
             Hold on. (pause) We can always edit
             the guy. And, as for a wave of these
             things, I just don't buy the idea
             that there are that many people out
             there crazy enough to spend their
             lives in prison for a few minutes
             on television.

                                     CUT TO:

108   EXT:   MADISON AVENUE IN THE SIXTIES - DAY

      PUPKIN walks purposefully down the street.

                                     CUT TO:

109   EXT:   OUTSIDE THE JERRY LANGFORD SHOW THEATER - DAY

      The street is quiet. Suddenly three cars pull up and some
      dozen PLAINCLOTHESMEN get out. Two wait outside the
      theater; the ten others disappear inside through the
      backstage entrance.

                                     CUT TO:

110   EXT:   MIDTOWN MANHATTAN STREET - DAY

      PUPKIN is now walking cross-town, towards the theater.

                                     CUT TO:

111   EXT:   LANGFORD THEATER -- DAY

      A line of some 100 PEOPLE has gathered outside the theater.
      A sign at the bottom of the poster showing Langford reads
      "Tonight's Guest Host: Tony Randall."

                                     CUT TO:

112   INT:   THE TELEVISION STUDIO

      From the POV of the stage, WE WATCH six PLAINCLOTHESMEN
      descend into the orchestra and take widely scattered aisle
      seats. When the last has taken his seat we ...

                                    CUT TO:

113   EXT:   THE LANGFORD THEATER - DAY

      Depending on the season, it is either dusk or late
      afternoon. The USHERS swing the doors open and the
      TICKETHOLDERS file in.

                                    CUT TO:

114   EXT:   A MIDTOWN MANHATTAN STREET - DUSK

      PUPKIN is crossing Broadway, a few blocks from the theater.

                                    CUT TO:

115   INT:   STUDIO

      At the center of the stage, a pretty MODEL used solely to
      test color quality sits in Langford's chair as several
      MEMBERS of the Tactical Patrol Force admire her
      considerable cleavage. A number of TECHNICIANS go about
      their work. CAMERAMEN move to and from their stations.

                                    CUT TO:

116   INT:   CORRIDOR LEADING FROM THE BACKSTAGE DOOR TO THE STAGE

      Four PLAINCLOTHESMEN are gathered behind the stage door.
      They watch ZSA ZSA GABOR (or some other sexy talk show
      celebrity) enter and then return to talking among
      themselves.

                                                  CUT TO:

117   EXT:   THE TELEVISION THEATER - DAY TO EARLY EVENING

      The situation appears normal. Only the regular backstage
      door GUARD, a big, grey-haired man, stands at the door.
      Nearby two other young MEN, in colorless suits, stand
      talking. We WATCH CLARENCE MCCABE, a writer, his plain
      WIFE and her PARENTS arrive in front of the theater, locate
      the backstage entrance and present themselves before the
      GUARD.

                         MCCABE
                   (a bit pompously)
             Good evening, officer. This is the
             backstage door I take it?

                         GUARD
             Your name please?

                         MCCABE
             Clarence McCabe, the writer. And
             this is Mrs. McCabe and her parents,
             Mr. and Mrs. Leroy Solters of Cleveland.

                         GUARD
                   (checking his list)
             I'm sorry, sir. I don't see you here.

                         MCCABE
             I'm on the show tonight, officer.

                         GUARD
             Well, you're not here.

                         MCCABE
                   (getting a bit agitated)
             Look, Cathy Long gave me instructions
             to present myself at a quarter to six.
             May I see her please?

                         GUARD
             I'm under strictest orders tonight
             to admit only authorized personnel.

                         MCCABE
                   (huffy)
             This is absurd. (to the others)
             Wait right here.

      MCCABE marches past the GUARD and rushes to the backstage
      door. He opens it. The GUARD trails behind.

                         GUARD
             Stop him!

                                      CUT TO:

118   INT:   THE BACKSTAGE CORRIDOR - EVENING

      The four PLAINCLOTHESMEN jump MCCABE and start pulling him
      downstairs.

                         MCCABE
             Hey!

                                      CUT TO:

119   EXT:   OUTSIDE THE THEATER - EVENING

      PUPKIN arrives at the backstage door.      Seeing no one, he
      walks in.

                                      CUT TO:

120   INT:   A ROOM IN THE BASEMENT OF THE THEATER - EVENING

      MCCABE has just been hustled before PATTEN.

                         PATTEN
             Are you the King?

      MCCABE looks baffled.

                                      CUT TO:

121   INT:   BACKSTAGE - EVENING

      PUPKIN is looking for a familiar face.     He approaches a
      CAMERAMAN.

                         PUPKIN
                   (getting CAMERAMAN's attention)
             Excuse me.

      The CAMERAMAN looks up.

                         PUPKIN
             I'm the King.

                          CAMERAMAN
             Yeah?

                                      CUT TO:

122   INT:   THE BASEMENT ROOM - EVENING

      PATTEN is sitting behind a desk. MCCABE is standing before
      him, still securely held by four PLAINCLOTHESMEN.

                         PATTEN
             Don't talk to me about tigers!

                                      CUT TO:

123   INT:   BACKSTAGE - EVENING.

      PUPKIN approaches the STAGE MANAGER.

                         PUPKIN
                   (to STAGE MANAGER)
             I'm the King.

                         STAGE MANAGER
                   (smiling)
             What can I do for you, your highness?

      CATHY LONG passes by.     She spots PUPKIN, and walks swiftly
      over.

                           CATHY LONG
                     What are you doing here, Mr. Pupkin?!?!

                                      CUT TO:

124   INT:   MARSHA'S APARTMENT - NIGHT

      The lights are dimmed. Music is playing on the phonograph.
      Two candles burn on the elegantly-set dinner table. MARSHA
      stands in the middle of the room, in front of LANGFORD.
      She is singing. LANGFORD is still encased in tape.

                         MARSHA
                   (singing to the music)
             "I'm gonna love you,
             Like no one's ever loved you,
             Come rain or come shine,
             Happy together, unhappy together,
             And won't it be fine."

                                       CUT TO:

125   INT:   THE BASEMENT ROOM - NIGHT

      Now PUPKIN stands before PATTEN, held by PLAINCLOTHESMEN
      who frisk him and hand PATTEN the autograph book.
      GIARDELLO stands next to PATTEN.

                         PATTEN
                   (to the PLAINCLOTHESMEN)
             I hope you brought me the right guy
             this time. (to PUPKIN) Where's Jerry
             Langford?

                         PUPKIN
                   (to GIARDELLO)
             Are you on the show?

                         PATTEN
             No, Mr. King. That's my assistant,
             Mr. Giardello.

                         PUPKIN
             I want to see someone on the show.

                         PATTEN
             Well, you tell us where Mr. Langford
             is and we'll let you see anyone you
             want.

                         PUPKIN
             Just get me someone from the show.

      PATTEN starts browsing through the autograph book.

                         PATTEN
             Come on, Mr. King. Let's not fool
             around. (looking up from the book)
             Should we know about any of these
             people?

                         PUPKIN
                   (gesturing to the book)
             That's Orson Bean.

                          PATTEN
             I see.   (to GIARDELLO)   Check these
             out.

GIARDELLO starts looking through the autograph book.

                 PATTEN
     Now are you going to talk to us,
     or not?

                 PUPKIN
     Sure I'll talk. Just get me someone
     from the show.

                 PATTEN
           (to GIARDELLO)
     Get that Thomas guy in here.

GIARDELLO leaves.

                 PATTEN
     We haven't much time, Mr. King.

PUPKIN looks towards the door.

                 PATTEN
     Let's start with your name.

                 PUPKIN
     Rupert Pupkin.

                 PATTEN
     That's your real name?

                    PUPKIN
     Yes sir.

                 PATTEN
     You an American?

                    PUPKIN
     Yes.

                 PATTEN
     Then why do you people do these things?

THOMAS enters.   He scrutinizes PUPKIN.

                 PUPKIN
     Are you on the show?

                  THOMAS
     Yes.   I'm Bert Thomas.

PUPKIN pulls thin piece of neatly typewritten paper from
his inside jacket and hands it to THOMAS.

                 PUPKIN
     Here's the introduction to my act.
     Please make sure Mr. Randall follows
     it exactly as I've written it.

      PATTEN nods to THOMAS who takes the paper and reads it as
      he leaves.

                          PATTEN
             Okay.   How about helping us, Mr. King?

                         PUPKIN
             What about make-up?   I need make-up.

                         PATTEN
                   (to PLAINCLOTHESMEN)
             Put some color in his cheeks.

                                     CUT TO:

126   INT:   MARSHA'S APARTMENT - NIGHT

      MARSHA has finished a half bottle of wine. She is eating
      a beautifully decorated piece of stuffed capon and talking
      through her tears.

                         MARSHA
                   (crying)
             It was the second lead! I'd never
             gotten a part in my life and here I
             get the second lead. And what does
             Daddy say?

      SHOT of LANGFORD still bound from tip to toe.

                         MARSHA
             Not "Marsha, that's wonderful" or
             "we're proud of you" or anything.
             Oh no. He starts lecturing me on
             how I should have tried out for
             Emily! Now do you understand, Jerry!

      MARSHA gets hold of herself. She swallows a couple of
      pills and swills them down with some wine.

                         MARSHA
                   (calmer)
             My doctor says I shouldn't get excited.

      MARSHA picks at another piece of capon.

                         MARSHA
             This is the best I ever made it.
             You want some?

      LANGFORD, the mummy, nods. MARSHA picks up the plate
      across from her, fills it with food, and pulls a chair up
      next to LANGFORD. She undoes the tape around his mouth
      and picks a sock out of his mouth.

                          MARSHA
             Now open.   Marsha's going to feed her
             Jerry.

                                    CUT TO:

127   INT:   BACKSTAGE - NIGHT

      Two young GIRLS are working on big cue cards copying from
      the piece of paper PUPKIN has given THOMAS. TONY RANDALL
      stands next to THOMAS. The two of them watch. RANDALL is
      going over the lines.

                                    CUT TO:

128   INT:   THE BASEMENT ROOM - NIGHT

      PUPKIN has obviously been worked over.   He is sweating.

                         PATTEN
             How about it, King?

                         PUPKIN
             If I'm not on that show, Jerry Langford
             is dead, I promise you.

      PATTEN nods to his PLAINCLOTHESMEN again who start working
      PUPKIN over.

                                    CUT TO:

129   INT:   THE TELEVISION STUDIO - NIGHT

      The beginning of the taping is seconds away. Everyone is
      in his place. The STAGE MANAGER is counting down from five
      on his fingers. At zero, he points across to RICK ROSS,
      the orchestra leader, who strikes up the familiar Langford
      Show theme song.

                                    CUT TO:

130   INT:   THE CONTROL ROOM - NIGHT

      Four TECHNICAL ENGINEERS are seated along a large console
      containing a multitude of small television screens. One
      screen shows the spotlight falling where Randall will
      enter. Another shows the logo of the Langford Show.
      Another shows nothing in particular. Behind the
      TECHNICIANS, stand CROCKETT and the EXECUTIVES we have
      seen in the previous scenes. A TECHNICIAN is giving
      instructions to the CAMERAMAN.

                         TECHNICIAN
             Hold on two. Hold. Hold.    Come on,
             Keller. Get it framed!

                                    CUT TO:

131   INT:   THE TELEVISION STUDIO - NIGHT

      The theme song is playing.   BERT CANTER stands off-camera

at one side of the stage before a microphone.

                 CANTER
     Now! Direct from New York! It's the
     Jerry Langford Show with guest host
     Tony Randall and his special guests
     -- Olympic swimmer Mark Spitz, pundit
     Gore Vidal, the one and only Zsa Zsa
     Gabor and another of Jerry's taped
     exclusives, an interview with Prince
     Ranier of Monaco. As always, Rick
     Ross and the Orchestra and me, Bert
     Canter. And now ... say hello to
     Tony!!!!!!

                            CUT TO:

An APPLAUSE sign flashes like crazy. The AUDIENCE cheers
wildly. In the back, we notice a handful of TACTICAL
PATROLMEN scattered about. RANDALL strides on stage
briskly, accepting the cheers of the crowd with his arms
raised. He nods and then his eyes fix on those hastily
written outsized cue cards. He reads them with a mixture
of professionalism and wry distance, wanting to disown the
words without seeming silly.

                 RANDALL
     Good evening, ladies and gentlemen.
     Thank you. Thank you very much. I
     have some sad news for you. Earlier
     today, my writing staff was executed
     in Central Park by the network firing
     squad so there'll be no sensational
     Randall monologue this evening.

The AUDIENCE cheers derisively.

                 RANDALL
     No embarrassing displays of emotion,
     please. (the AUDIENCE laughs) Instead,
     we're going to do something a little
     bit different this evening -- a lot
     different if you ask me. We're going
     to give you a glimpse into the future.
     It isn't often that you can call
     someone a sure thing in the entertainment
     business. After all, the verdict is
     always in your hands. But I think
     tonight, after you've met my first
     guest, you'll agree with me that he's
     destined for greatness -- in one way
     or another. So will you please give
     your warmest greeting to the newest
     King of Comedy, Rupert Pupkin!!!!

The music plays. The APPLAUSE sign flashes. The AUDIENCE
applauds heartily -- and nobody appears to fill the
spotlight at the edge of the wings. The spotlight holds

      for what seems like an eternity.

                                    CUT TO:

132   INT:   CONTROL ROOM - NIGHT

                          TECHNICIAN
             Just hold.   Three. Pick up the
             audience.

                                    CUT TO:

133   INT:   THE STAGE - NIGHT

      Finally after what seems like an eternity, PUPKIN emerges,
      straightening his jacket a bit and trying to crane the
      kinks out of his neck. He is a bit tense but very high
      and in full command. As he delivers his monologue, PUPKIN
      is more confident, comfortable and self-assured than we
      have ever seen him.

                         PUPKIN
             Good evening, ladies and gentleman.
             Let me introduce myself. My name is
             Rupert Pupkin. I was born in Clifton,
             New Jersey, which was not, at that
             time, a federal offense. (laughter)
             Is there anyone here from Clifton?
             (silence) Good. We can all relax.
             Now, I'd like to begin by saying that
             my parents were too poor to afford me
             a childhood but the fact is nobody is
             allowed to be really poor in Clifton.
             Once you fall below eleven thousand
             you're exiled to Passaic. My parents
             did, in fact, put down the first two
             payments on my childhood. Then they
             tried to return me to the hospital
             as defective.   But, like everyone else
             I grew up in large part thanks to my
             mother. If she was only here today
             I'd say, "Hey, mom. What are you
             doing here? You've been dead for
             nine years?" (laughter) You should
             have seen my mother. She was wonderful
             -- blonde, beautiful, intelligent,
             alcoholic. (laughter) We used to
             drink milk together after school.
             Mine was homogenized. Hers was loaded.
             (laughter) Once she was picked up for
             speeding. They clocked her doing fifty
             -- in our garage. (laughter) When
             they tested her they found that her
             alcohol was two per cent blood. They
             took away her license and she died
             shortly afterwards. We used to joke
             together Mom and me, until the tears
             would stream down her face and she'd

             throw up. (laughter) And who would
             clean it up? Not Dad. He was too
             busy down at O'Grady's throwing up on
             his own. In fact, until I was sixteen,
             I thought throwing up was a sign of
             maturity. While the other kids were
             off in the woods sneaking cigarettes, I
             was hiding behind the house with my
             fingers down my throat. (laughter)
             I never got anywhere until one day,
             my father caught me. Just as he was
             giving me a final kick in the stomach,
             for luck, I managed to heave all
             over his new shoes. "That's it,"
             I thought. "I've made it. I'm
             finally a man!" (laughter) As it
             turned out, that was the only time my
             father ever paid any real attention
             to me. He was usually too busy out
             in the park playing ball with my
             sister, Rose. And, today thanks to
             those many hours of practice, my
             sister Rose has grown into a fine man.
             (laughter) Me, I wasn't especially
             interested in athletics. The only
             exercise I ever got was when the
             other kids picked on me. They used
             to beat me up once a week, usually
             Tuesday. After a while, the school
             worked it into the curriculum. And,
             if you knocked me out, you got extra
             credit. (laughter) Except there was
             this one kid who was afraid of me. I
             kept telling him, "Hit me! Hit me!
             What's the matter with you? Don't you
             want graduate?" As for me, I was
             the only kid in the history of the
             school to graduate in traction. The
             school nurse tucked my diploma into
             my sling. But my only real interest,
             right from the beginning, was show
             business. Even as a young man, I
             began at the very top, collecting
             autographs. (laughter)

                                    CUT TO:

134   INT:   MARSHA'S APARTMENT - NIGHT

      Dinner is over. MARSHA is sitting next to LANGFORD. As
      LANGFORD speaks, it is obvious that he is turning on the
      charm for strategic reasons.

                         LANGFORD
             That was a wonderful dinner, Marsha.
             I want you to know how much I enjoyed
             it.

                         MARSHA
             We can do it again.

                         LANGFORD
             I'd like to show you my gratitude.
             But it's a little difficult, like this.

      LANGFORD indicates his bonds.

                         MARSHA.
                   (in a tone of intimacy)
             Let's say I took all this off.   What
             would you do to me? Tell me.

                                    CUT TO:

135   INT:   THE TELEVISION STUDIO -- NIGHT

      We break in on a great burst of laughter.      PUPKIN is just
      finishing his monologue.

                         PUPKIN
             A lot of you are probably wondering
             why Jerry couldn't make it this
             evening. Well, he's tied up --
             and I'm the one who tied him.
             (laughter) You think I'm joking,
             but that's the only way I could break
             into show business -- by hijacking
             Jerry Langford. (laughter) I'm
             not kidding. Right now, Jerry
             Langford is strapped to a bedstead
             somewhere in the middle of this city.
             (laughter) Go ahead. Laugh. But
             the fact is ... I'm here. Tomorrow
             you'll know I wasn't kidding and
             you'll think I was crazy. But I
             figured it this way: better to be
             King for a Night than Schmuck for
             a Lifetime!!! (laughter) Good
             night ladies and gentlemen. God
             bless you.

      The AUDIENCE applauds heartily. The music plays. And TONY
      RANDALL salutes PUPKIN with a wave of his hand. PUPKIN
      goes off stage after soaking up the applause.

                                    CUT TO:

136   INT:   THE WINGS - NIGHT

      A group of PLAINCLOTHESMEN seize PUPKIN and march him
      briskly through the backstage corridor towards the
      backstage door.

                                    CUT TO:

137   EXT:   THE BACKSTAGE DOOR - NIGHT

      A handful of PEOPLE are waiting, among them the autograph
      hunters, MAE, CELESTE and SIDNEY. MAE, out of a reflex of
      thirty years, immediately extends her autograph book
      towards PUPKIN, then, recognizing him, immediately pulls
      it back.

                         MAE
                   (to PUPKIN)
             Who did you get?

      PUPKIN says nothing as he is hustled into a limousine.
      SIDNEY and CELESTE look on. MAE trails after PUPKIN and
      the PLAINCLOTHESMEN.

                         MAE
                   (to PLAINCLOTHESMAN)
             Could I have a ride?

      The PLAINCLOTHESMAN says nothing and starts getting in the
      limo.

                         MAE
             I've never been in one.

      The limo pulls away.

                                       CUT TO:

138   INT:   INSPECTOR PATTEN'S DOWNTOWN OFFICE - NIGHT

      PUPKIN stands among a crowd of PLAINCLOTHESMEN who have
      obviously been working him over. PATTEN sits behind his
      desk. GIARDELLO is at his side. The clock on the wall
      reads 10:20.

                         PATTEN
             Okay, Pupkin. We'll start all over
             again. Where is Langford? You know,
             we're going to find him sooner or later.

                         PUPKIN
             I'm trying to tell    you, Inspector.
             You let me walk out    of here, right?
             And as soon as I'm    seen my act on
             the show -- as soon    as I'm sure they've
             really put it on --    I'll tell you where
             Jerry is and you'll    get him back safe
             and sound.

                         PATTEN
             Fine, Pupkin. Then why don't you watch
             the show here with us? That way we're
             all happy. (to GIARDELLO) What channel?

                        GIARDELLO
             Seven.

                         PATTEN
             We get that one in fine.    So what do
             you say, Pupkin?

                         PUPKIN
             Look, I'll say it again.    You let
             me go now.

      PATTEN motions to the PLAINCLOTHESMEN wearily with his
      head. They drag PUPKIN off. PATTEN looks up at the clock.

                                     CUT TO:

139   INT:   MARSHA'S APARTMENT - NIGHT

      MARSHA is frantically attempting to unwrap LANGFORD. With
      each pull of the tape, LANGFORD yelps. There is a small
      tangle of unwrapped tape collecting around LANGFORD's feet
      and sticking to MARSHA's clothes.

                         LANGFORD
             Watch my hair!

                         MARSHA
             I'm sorry, baby.

      We hear the sound of tape ripping.

                          LANGFORD
             Ow!

                          MARSHA
             I'm sorry.

                                     CUT TO:

140   INT:   PATTEN'S OFFICE - NIGHT

      PUPKIN is hustled before PATTEN again.

                         A PLAINCLOTHESMAN
             Still nothing.

      PUPKIN glances at the clock.      It is 11:05.

                         PUPKIN
             I've got to get out of here.

                         PATTEN
             You're not going anywhere, Pupkin.
             Now, where is he?

                         PUPKIN
             I'm telling you, Inspector,    if I don't
             see that show where I    want to see it,
             Jerry Langford is dead. My     people
             have instructions to execute    him
             unless they hear from me by    midnight.

      PATTEN glances apprehensively at GIARDELLO.

                         PATTEN
             Just where is it you want to watch
             this show?

                                     CUT TO:

141   INT:   MARSHA'S APARTMENT - NIGHT

      LANGFORD is half unwrapped now. The place is covered with
      yard after yard of tape.   MARSHA is working frantically to
      finish unwrapping LANGFORD who is helping now that his arms
      are free.

                          LANGFORD
             Ow!   God damnit! Not so fast!

                         MARSHA
                   (working frantically)
             We haven't all night, baby.

      MARSHA rips the tape off LANGFORD.

                         LANGFORD
             OW!!!!

                         MARSHA
             Oh, I love you, baby.   I love you
             so much.

                                     CUT TO:

142   EXT:   BROADWAY - NIGHT

      A limo drives down Broadway, followed by an unmarked car.

                                     CUT TO:

143   INT:   THE LIMO - NIGHT

      PATTEN and GIARDELLO sit up front, with the DRIVER. PUPKIN
      sits in the back between two PLAINCLOTHESMEN. The limo
      pulls up in front of the bar-restaurant where RITA works.
      PATTEN turns around in the front seat to address PUPKIN.

                         PATTEN
             Here we, are, Pupkin. I don't know
             what this is all about, but as soon
             as you've seen yourself, you're going
             to talk to us or I promise you,
             you'll never see daylight again.

                         PUPKIN
             I'll need a couple of minutes, Inspector.

                         PATTEN

     What?!?

                 PUPKIN
     After it's over, I want a couple of
     minutes. And I'll need ten dollars.
     Does anyone of you gentlemen have my
     wallet?

                 PATTEN
     Don't push me, Pupkin.

                 PUPKIN
     A condemned man's last request,
     Inspector.

                 PATTEN
     Well, I'll tell you right away, the
     answer is no, Pupkin.

                 PUPKIN
     It's not much of a ransom, Inspector ...

                 PATTEN
           (losing his temper)
     Look, I'm drawing the line, that's
     all! No ten dollars and that's it.
     (emphatically) No -- ten -- dollars!!!!
     You understand?!?

                PUPKIN
          (in mollifying tones)
     Sure. Sure, Inspector. No ten dollars ...

                   PATTEN
             (appeased)
     Okay.

                 PUPKIN
     ... and no Jerry Langford.

There is a pause as PATTEN stifles himself.

                 PUPKIN
     Come on, it's getting late, Inspector.

                 PATTEN
           (exploding to     one of his MEN)
     Go ahead. Give him      his goddamned ten
     dollars! Give him      twenty! I don't
     care. Just get him      out of here!

One of the PLAINCLOTHESMEN in the back opens the door and
PUPKIN and the other PLAINCLOTHESMAN get out. The unmarked
car has pulled up behind the limo and other PLAINCLOTHESMEN
stand next to it. PUPKIN and the two PLAINCLOTHESMEN start
walking the ten yards or so to the bar-restaurant.

                                CUT TO:

144   INT:   THE BAR-RESTAURANT - NIGHT

      PUPKIN marches in flanked by the PLAINCLOTHESMEN. The
      clock over the bar reads 11:30. RITA looks up from talking
      with a CUSTOMER and sees PUPKIN. She says nothing. She
      just looks at him. There are five CUSTOMERS at the bar. A
      working class COUPLE in their late fifties are half-stewed,
      the man telling the woman that her friend, Maud, isn't
      really her friend because she wants $150 for a used
      refrigerator. A few seats down, two MEN in their mid-
      forties, in wind-breakers are locked in an intense but
      inaudible conversation. And, close to the television set
      which hangs over the far end of the bar sits a MOUSY MAN
      with glasses, who looks like an accountant. He is sipping
      a beer, his eyes fixed on the set where the CBS late movie
      is just showing its logo. PUPKIN marches up to the bar.

                         PUPKIN
                   (urgently to RITA)
             Turn on Langford. Seven.

                          MOUSY MAN
             Hey!   I'm watching this.

      RITA keeps staring at PUPKIN.

                         PUPKIN
             Just turn it. Come on.

                         MOUSY MAN
             I was here first, mister. You can't
             just walk in like this. It isn't
             fair.

      RITA glances at the MAN. PUPKIN can't      wait. He vaults
      onto the bar and turns the set to the     Langford Show, just
      as, on screen, he walks from the wings     onto the stage to
      the applause of the studio audience.      Perched atop the bar,
      standing next to the image of himself,     PUPKIN looks down at
      RITA, a smile of pride and triumph on     his face.

                                      CUT TO:

145   MONTAGE -- NIGHT

      PUPKIN walking onto television screens in various homes
      across America -- in a chic New York living room, in a
      suburban bedroom, in the parlor of an Indiana farmhouse,
      in a kitchen where a COUPLE is in the middle of a raging
      domestic quarrel, in an otherwise dark bedroom where a
      COUPLE is in the throes of lovemaking, in a bar, a station
      house, in a television store window display.

                                      CUT TO:

146   INT:   MARSHA'S APARTMENT -- NIGHT

      MARSHA has just removed her dress and stands in      her bra and
      panties as LANGFORD unwraps the last tape from      about his
      ankles. The room is swimming in tape, like an       enormous
      boa constrictor gone mad. MARSHA moves towards       LANGFORD,
      her arms open.

                          MARSHA
             Oh, baby.   Baby.

      LANGFORD frees his ankles of tape just in time to side-step
      MARSHA and moves quickly to the dining room table where he
      grabs the gun. He trains it on her.

                         LANGFORD
             Stop!

      MARSHA moves toward him. He pulls the trigger, releasing
      a plastic pellet that hits MARSHA in the stomach, stinging her.

                         MARSHA
             Ow!

      LANGFORD glances down in horror at the gun which he now
      realizes is a toy and looks up in horror to see MARSHA,
      bigger than life, bearing down on him.

                         MARSHA
             Don't be afraid of Marsha, baby.

                                      CUT TO:

147   INT:   BAR-RESTAURANT - NIGHT

      The CUSTOMERS are watching the conclusion of Pupkin's
      monologue, along with the PLAINCLOTHESMEN and PUPKIN. WE
      COME IN a split second after a joke. The CUSTOMERS laugh,
      with the exception of the MOUSY MAN who is waiting, in bad
      humor, for Pupkin's act to finish. The PLAINCLOTHESMEN
      laugh reluctantly. PUPKIN, no longer standing on the bar,
      but back down with the others, watches with fascination.
      RITA watches grimly, occasionally glancing at PUPKIN.

                         PUPKIN on TV
             But I figured it this way: better to
             be King for a Night than Schmuck for
             a Lifetime. (audience and CUSTOMERS
             laugh)   Good night, ladies and
             gentlemen, and God bless you.

      The television audience applauds and the CUSTOMERS applaud
      and cheer in good humor except for the MOUSY MAN. The
      HALF-STEWED MAN leans across his WOMAN to yell at PUPKIN
      as the two FRIENDS in windbreakers congratulate PUPKIN at
      the same time. There is a brief moment of carnival
      excitement.

            HALF-STEWED MAN                FIRST FRIEND
      Hey, that's pretty good.             (to PUPKIN)

Schmuck for a Lifetime!      How do you think up all
(to the WOMAN) You know      that stuff?
who he's talkin' about?
Your brother!
                              SECOND FRIEND
      HALF-STEWED WOMAN       It's a trick, that's
What about your        all. Larry can do it
brother?                as good as him.

      HALF-STEWED MAN        MOUSY MAN
What about him?              Is it over now?

      HALF-STEWED WOMAN             FIRST FRIEND
He's another one.       He's funnier than Larry.
                        Larry just makes a lot
      HALF-STEWED MAN of faces.
(getting a little angry)
I told you to shut up about         MOUSY MAN
my brother. (to PUPKIN)       Well, if nobody
She doesn't know nuthin'.     minds ...

PUPKIN takes all this praise and excitement with a shy
smile of satisfaction, glancing at RITA from time to time
for her reaction. She merely stares at PUPKIN with a sad
expression on her face.

                 PUPKIN
     Come on, Rita. Don't spoil the party.
     (to the CUSTOMERS) Drinks all around
     on me.

                 HALF-STEWED MAN
           (in a loud voice, to HALF-
           STEWED WOMAN)
     What about the hundred and fifty?
     We never saw a penny outta your
     brother.

                 HALF-STEWED WOMAN
     That's because my brother is a family
     man, not like Phil.

The argument between the HALF-STEWED MAN and his WOMAN
continues at the end of the bar. The two FRIENDS have
resumed their intense conversation.

                 PUPKIN
           (to the two FRIENDS)
     What'll you have?

                  FIRST FRIEND
     I'm okay.   Thanks, pal.

                 SECOND FRIEND
     Me, too.

The MOUSY MAN has climbed up on the bar and has turned the
TV back to the late movie. He sits enthralled by a scene

of violence courtesy of Tony Curtis as the Boston
Strangler. PUPKIN looks down the bar at the STEWED COUPLE
to offer them drinks, but they are lost in an argument
over the relative merits of their brothers. PUPKIN turns
to the PLAINCLOTHESMEN.

                 PUPKIN
     I don't suppose you're allowed anything.
     (to RITA) I guess nobody's in a
     celebrating mood. How about you?
     You want something?

                 FIRST PLAINCLOTHESMAN
     It's getting time, Pupkin.

                 PUPKIN
     In a second.

                 RITA
           (in a sad, serious voice
           to PUPKIN)
     That was true, wasn't it? ... about
     the kidnapping.

PUPKIN nods and shrugs.

                 PUPKIN
     Now you can say you knew me.   That's
     something, anyway.

                 FIRST PLAINCLOTHESMAN
     Come on, Pupkin.

                 PUPKIN
           (to RITA, in a quiet,
           tender voice)
     I guess I've got go. Take care of
     yourself, will you. And when you're
     bored -- you know, when you're brushing
     your teeth or something, give me a
     thought, okay?

                 RITA
     Okay.

The PLAINCLOTHESMEN lead PUPKIN out of the bar. The two
FRIENDS are still buried in their intense, private
conversation. The PLAINCLOTHESMEN and PUPKIN walk past
the HALF-STEWED COUPLE.

                 HALF-STEWED WOMAN
     It's okay to talk about my sister,
     but we can't say nuthin' about Phil,
     is that it?

                 HALF-STEWED MAN
           (to PUPKIN)
     She's just had one too many.

      The PLAINCLOTHESMEN lead PUPKIN onto the street.

148   EXT:   THE BAR - NIGHT

      As they walk the few steps to the car, the FIRST
      PLAINCLOTHESMAN turns to PUPKIN.

                         FIRST    PLAINCLOTHESMAN
             I just don't get    it, Pupkin. You're
             gonna spend eight    years in the can --
             "minimum" -- and    for what?

                         SECOND PLAINCLOTHESMAN
             Yeah, Pupkin. You threw it all away.

                         PUPKIN
                   (vaguely)
             We'll see.

      WE CLOSE IN on PUPKIN, smiling.

                                       FADE TO:

149   INT:   THE JERRY LANGFORD SHOW STUDIO - NIGHT

      The STAGE MANAGER is counting down. At zero, he points to
      RICK ROSS who launches the orchestra into the Langford Show
      theme song. BERT CANTER, standing stage right, speaks into
      the mike.

                         CANTER
             And now! Direct from New York!
             The Jerry Langford Show, starring
             Jerry's special guest, out on bail,
             Rupert Pupkin, the kidnapping King
             of Comedy!!!!

      The AUDIENCE applauds mightily and the FINAL CREDITS roll.
      As they roll, the music to the Langford Show continues and
      WE WATCH a MONTAGE that shows PUPKIN progressively taping
      LANGFORD to the back of a brass bedstead on stage as the
      two of them talk and laugh. By the end of the MONTAGE,
      LANGFORD is once again mummified and PUPKIN, having
      finished, bows and smiles. WE CLOSE on a FREEZE-FRAME
      CLOSE UP of PUPKIN in ecstasy.

                                       FADE OUT.




December 15, 1976 draft
Screenplay by Paul D. Zimmerman