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The Mask Movie Script

Writer(s) : Mark Verheiden

Genres : Action, Comedy, Crime, Drama, Fantasy, Romance

Search IMDb : The Mask


  
           
          
                                      THE MASK
          
          
          
                                     Written by
          
                                   Mark Verheiden
          
          
          
                                                               FINAL DRAFT

          
          
          EXT. HIGH SEAS - DAY
           
          The dragonhead prow of an ancient Viking ship cuts through the 
          thick fog of the rough North Atlantic Sea.
           
          MUSIC EXPLODES: WAGNER'S "GOTTERDAMMERUNG" (Twilight of the Gods)
           
          SUPERIMPOSE: THE TENTH CENTURY A.D.
           
          EXT. BOW OF THE SHIP - DAY
           
          Viking explorer LEIF ERICSON carefully studies his fob compass as 
          he dangles it above a parchment map. His SAILORS steal nervous 
          looks at a large, diabolical-looking IRON BOX in the hold.
           
          OLAF, a fierce, one-eyed Viking warrior approaches Ericson. NOTE: 
          Dialog is in OLD NORSE, with SUBTITLES)
           
          OLAF
          Leif, let's do the deed
          before another night falls. The crew's
          near mutiny.
           
          Ericson draws his broadsword with a flourish.
           
          LEIF ERICSON
          Know this! The first man to turn
          will taste my steel in his guts.
           
          OLAF
          But we've surely gone far enough.
           
          ERICSON
          That accursed box must be thrown
          off the edge of the world. We
          will go until we can go no more...
           
          Suddenly there is an ear-splitting SCREECH and the entire boat 
          rocks violently as it runs aground.
           
          The LOOKOUT is thrown from his crow's nest... and CRASHES 
          straight through the deck right in front of Ericson. His pained 
          voice floats up 
          from the black hole.
           
          LOOKOUT
          ...Land ho.
           
          Ericson wheels about just as the fog parts off the starboard bow.
           
          ERICSON'S P.O.V.
           
          A beautiful rustic coastline stretching off as far as the eye can 
          see.
           
          LEIF
          (GASPS)
          By Odin's beard...
           
          EXT. THE NEW WORLD - A HARBOR - SUNSET
           
          Olaf finishes digging a hole in the sand. He backs away, 
          terrified, as burly Vikings, led by Ericson, muscle the IRON BOX 
          over to the hole and 
          quickly bury it. Ericson turns to an exotic-looking Eurasian 
          WITCH.
           
          ERICSON
          Be quick, Witch. Let the deed
          be done.
           
          The Witch unravels a scroll and recites:
           
          WITCH
          Oh Loki, ancient one. Thy mischief
          dwell now in waters, base and
          bland. And in waves and sand thy
          magic forever sleep...
           
          As the Witch speaks, a strong wind kicks up and a black wall of 
          clouds appears. The sky explodes in THUNDER and LIGHTNING. The 
          MEN 
          look about fearfully.
           
          ERICSON (CONT.)
          Back to the ship men, hurry.
           
          OLAF
          Captain, you've discovered a new
          world. It is your right to name it.
           
          ERICSON
          Leave that to the Italians. We're
          never coming back here. Never.
          This land is now cursed.
           
          DISSOLVE TO:
           
          A SIGN: 'BEACH CLOSED - RAW SEWAGE - NO SWIMMING'
           
          EXT. BEACH - PRESENT DAY
           
          Hot, smoggy and packed. Cityscape of towering skyscrapers stands 
          in the haze just beyond the crowded beach.
           
          SUPER: EDGE CITY - THE PRESENT
           
          A caffeine-driven D.J's voice booms over the beach-goers' radios.
           
          D.J. (V.O.)
          Yessiree, it's a four-alarm
          sizzler out there today with highs
          in the upper nineties and no
          relief in sight. We have a third
          stage smog advisory and a metro
          traffic gridlock alert.
          Flourocarbons are up, the Dow
          Jones is down and we're expecting
          another Spike Lee movie any
          second. In other words folks,
          it's just another bee-youtiful
          day in Edge City.
           
          Camera ENDFRAMES on an industrial barge marked "Department of 
          Sanitation." A crane's cable line disappears underwater.
           
          EXT. UNDERWATER - SAME TIME
           
          SCUBA WELDERS repair a cracked, scum spewing pipe. One diver hits 
          something hard with his dredger. He unearths...
           
          THE ANCIENT IRON BOX
           
          Rust and barnacles partially obscure the engraved images of Norse 
          gods and demons.
           
          THE DIVER wedges his scuba knife under the corroded lock. Erie 
          'MASK' theme SFX rise as he tries to pry open the lid.
           
          Suddenly the PIPELINE BREAKS FREE, crushing the diver and 
          cracking open the box.
           
          SOMETHING (seen only in rippling shadow) explodes out of the box 
          on a cloud of bubbles and shoots toward the surface.
           
          EXT. WATER
           
          The Mask surfaces in the f.g. as lightening EXPLODES across the 
          distant cityscape.
           
          CUT TO:
           
          EXT. EDGE CITY BANK
           
          A banner displays their proud motto: "WE BANK ON TOMORROW."
           
          EXT./INT. EDGE CITY BANK
           
          CHARLIE SCHUMACHER (30's) gazes out the window from his cluttered 
          desk as the crack of THUNDER echos through the urban canyons.
           
          CHARLIE
          Look at those clouds rollin' in,
          man. Freaky weather.
           
          STANLEY IPKISS, a bright0eyed amiable young account exec pauses 
          by Charlie's desk and drops off a print-out.
           
          STANLEY
          Hey Charlie, can you go over these
          stats? We're supposed to have
          a complete report before lunch.
           
          Charlie takes one looks at the complex print-outs and tosses them 
          back.
           
          CHARLIE
          Woah. Sorry Stanley, I just had
          my weave tightened and my head
          is killing me. Be a pal and take
          those over to Hinkleman, will ya?
           
          MAGGIE, a cute young blonde now strolls by.
           
          MAGGIE
          Hi guys. Did you have any luck
          with those concert tickets
          Stanley?
           
          Stanley perks up at the sight of her.
           
          STANLEY
          I sure did. Friday night, just
          like you wanted.
           
          MAGGIE
          Oh, Stanley, that's wonderful.
           
          STANLEY
          What time should I pick you up?
           
          MAGGIE
          Gee, I don't know. My best
          girlfriend just got into town and
          I know she'd love to go. Can we
          get an extra ticket for her?
           
          STANLEY
          Well... uh, actually it's sold
          out. I was kinda lucky to get
          these.
           
          MAGGIE
          She's only going to be in town
          a couple of days and I just can't
          let her sit at home all alone.
          Are you sure there isn't something
          we can do?
           
          Stanley considers the situation for a moment, then pulls the 
          tickets out of his pocket.
           
          STANLEY
          You know what? Here. You two
          go.
           
          MAGGIE
          Oh Stanley, I couldn't do that.
           
          STANLEY
          No really. Go ahead. It's okay.
          I hate concerts anyway. All that,
          you know... music floating around.
           
          Maggie snatches the tickets from Stanley's hand.
           
          MAGGIE
          That is so sweet. Sheila's just
          going to love this.
           
          STANLEY
          So maybe you and I can get
          together over the weekend?
           
          MAGGIE
          I'm not sure what's going on, but
          just give me a call. You know
          I like to be spontaneous.
           
          STANLEY
          Oh, sure. Me too.
           
          MAGGIE
          Stanley Ipkiss, you are the nicest
          guy.
           
          Maggie gives him a quick air-kiss and hurries off to her teller's 
          window.
           
          CHARLIE
          That's it.
           
          STANLEY
          What?
           
          CHARLIE
          The kiss of death. As soon as
          they use the "N" word it's all
          over.
           
          STANLEY
          So maybe I am a nice guy. So
          what?
           
          CHARLIE
          You are a rug. I am talking
          astro-turf here. You're letting
          these women sharpen their cleats
          on you.
           
          STANLEY
          Hey, I'm a gentleman. If they
          can't appreciate that, it's their
          problem.
           
          CHARLIE
          You spend too much time being
          "nice" to a girl, you'll wind up
          sittin' around listening to her
          complain about the son of a bitch
          she really loves.
           
          STANLEY
          Charlie, you are a very sick
          puppy.
           
          CHARLIE
          Wake up, Stanley! These are the
          nineties. We're dealing with an
          entire generation of dysfunctional
          love junkies. You can't romance
          'em. You gotta confuse 'em. It's
          the only thing that gets their
          attention.
          (PAUSES)
          Let me demonstrate. You see that
          girl over there?
           
          Stanley looks over at the coffee service where an attractive 
          young WOMAN is pouring herself a cup of coffee.
           
          CHARLIE (CONT.)
          Hi Lisa.
           
          LISA
          (forgets his name)
          Oh, hi...
           
          CHARLIE
          Charlie.
           
          LISA
          That's right. Sorry.
           
          CHARLIE
          Lisa, this may seem a little odd,
          but my friend over there and I
          were having this discusion and
          I thought maybe you could settle
          it for us.
           
          LISA
          I'll help out if I can.
           
          CHARLIE
          (SHEEPISHLY)
          Actually, I don't know... this
          is kind of a personal question.
           
          LISA
          That's okay. Go ahead.
           
          CHARLIE
          Alright. Just for the sake of
          argument, if I wasn't a happily
          married man... am I the kind of
          guy you'd go out with?
           
          LISA
          Oh, um... I don't know.
          (PAUSES)
          Well... yeah. I guess I would.
           
          CHARLIE
          Lisa, I have terrific news for
          you.
           
          LISA
          What?
           
          CHARLIE
          I'm not married! Is this perfect
          or what? Listen, there's not a
          lot of women willing to come right
          out like that and admit they're
          attracted to a guy, but...
           
          Lisa SLAPS Charlie, turns on her heel, and marches off.
           
          CHARLIE (CONT.)
          Jeez... make up your mind.
           
          Stanley gives Charlie the fish eye as he returns.
           
          CHARLIE
          Okay. Bad example. Some
          of these women got so much baggage
          they need an emotional sky cap.
          I'll tell you what Stanley,
          tonight I'm gonna take you on a
          love safari, deep into the darkest
          heart of the urban jungle.
           
          STANLEY
          And where's that?
           
          CHARLIE
          The Monkey's Paw. Hottest new
          club in town. It's a guaranteed
          skirt alert and no dead beats
          allowed.
           
          STANLEY
          So how are we gonna get in?
           
          CHARLIE
          Woah, do I detect a little
          self-image problem there, buddy?
          You just leave everything to me.
          This, my friend is going to be
          the perfect night on the town.
           
          Suddenly a resounding peal of THUNDER rings out like the crack of 
          doom. Sheets of rain pour down on the bank's windows.
           
          EXT. STREET
           
          Pedestrians scramble for cover in the sudden downpour.
           
          INT. BANK - FOYER
           
          A young woman scurries into the bank holding a newspaper over her 
          head. She's soaking wet and pauses in the foyer to straighten 
          herself out.
           
          Charlie immediately notices her...
           
          CHARLIE
          Hold the phone. Killer at three
          o'clock.
           
          Stanley follows his gaze.
           
          STANLEY'S P.O.V.
           
          CAMERA does a classic CHEESECAKE TILT-UP starting with the 
          woman's million dollar legs as she squeezes some of the water out 
          of her 
          skirt... up past her body, which through her damp summer clothes 
          is undeniable proof that there is a God... up... up... to her 
          face as that 
          newspaper is tossed aside. She's a heart-stopping woman/child 
          with a Cupid's bow mouth and ice blue eyes. In other words she's 
          trouble. 
          Big trouble, also known as TINA CARLYLE.
           
          Charlie may as well have just seen the Virgin of Guadalupe.
           
          CHARLIE
          (hushed reverence)
          Oh my god... A perfect dime. The
          dame of dames. The Moby of my
          dick.
           
          STANLEY
          Easy Charlie. You'll sprain your
          eyes.
           
          Tina now enters and walks towards Stanley and Charlie.
           
          TINA
          Excuse me, where can I open a new
          account?
           
          Charlie flashes his best 100 watt smile.
           
          CHARLIE
          You've come to the right place,
          ma'am. Just step right this way
          and pull up a chair...
           
          Charlie tries to steer Tina to his desk, but she's still 
          preoccupied with her damp clothing.
           
          TINA
          Oh, I'm sorry. I'm a complete
          wreck. Will you hold this please?
           
          She hands her shoulder bag to Stanley and peels off her wet 
          blazer, creating another awe-inspiring visual moment.
           
          CHARLIE
          Here, let me take that for you.
           
          Charlie clutches her jacket with white knuckles.
           
          TINA
          Thanks.
           
          But Tina turns and sits at Stanley's desk; Charlie is stunned at 
          his near miss, but there's not a thing he can do about it.
           
          STANLEY
          So, uh, what kind of account did
          you have in mind?
           
          TINA
          (smiles sweetly)
          Well, I'm not sure exactly. I'm
          just terrible with things like
          that. That's an interesting tie
          Mr...?
           
          STANLEY
          Ipkiss. Stanley Ipkiss...
           
          Tina extends her hand.
           
          TINA
          Tina Carlyle. Pleased to meet
          you.
           
          STANLEY
          The, uh... pleasure's all mine.
           
          Tina notices a box of Kleenex on Stanley's desk.
           
          TINA
          May I? I'm such a mess.
           
          STANLEY
          Oh... of course.
           
          Tina takes out a compact and daintily blots the moisture from her 
          face.
           
          TINA
          As I was saying about that tie. It's
          like one of those, what do you
          call them, ink blot tests.
           
          STANLEY
          A Rorschach test.
           
          She twists open a tube of lip gloss andbegins to run it across 
          her incredibly lush liips.
           
          TINA
          That's it. It looks like... um.
          A young woman riding bareback.
          You know, like a Lady Godiva or
          something.
           
          STANLEY
          Really? I don't think I can...
           
          She slowly runs a finger along Stanley's tie.
           
          TINA
          Or... if that's not a horse it
          could be two lovers. A man and
          a woman. That would be the woman
          on top, of course.
           
          STANLEY
          (MESMERIZED)
          ...Of course.
           
          She licks her lips and blots them on the Kleenex, leaving a 
          perfect kiss impression and drops it on Stanley's desk.
           
          TINA
          What do you see, Mr. Ipkiss?
           
          Stanley starts to get uncomfortable under her gaze.
           
          STANLEY
          I don't know. ...Bold colors.
          It's a power tie, y'know? They're
          supposed to make you feel...
          powerful.
           
          TINA
          Does it work?
           
          STANLEY
          Sort of. It's just a tie. Now,
          about that account.
           
          CLOSE-UP
           
          as Tina drops her compact back in her shoulder bag and we see her 
          flick a red L.E.D. light on. She carefully adjusts the bag, 
          aiming a tiny 
          CAMERA LENS neatly concealed within it.
           
          Tina's pointing the bag at the open bank vault that stands a 
          short distance from Stanley's desk.
           
          CUT TO:
           
          C.U. - VIDEO MONITOR
           
          displaying the shot of the vault that Tina is broadcasting.
           
          WIDER - INT. MONKEY'S PAW NIGHT CLUB
           
          DORIAN TYREL - a slick nouveau-mobster complete with diamond ear 
          stud and Matsuda jacket watches the video broadcast from his 
          INNER 
          sanctum; an eclectic post-modern playroom with an array of 
          electronic toys and minimalist gun racks.
           
          Dorian sips nervously on a Yoo-Hoo as he watches the show.
           
          DORIAN
          That's it sweetheart. A little
          to the right.
           
          His two gunsels, SWEET EDDY and CHUN WOO are busy at the back of 
          the room playing air-hockey. Serious firepower is visible in 
          THEIR 
          shoulder holsters.
           
          DORIAN (CONT.)
          Hey, will you guys keep it down
          back there?
           
          Dorian's safe cracking expert, a black hip-hop artist named 
          DOCTOR FREEZE scribbles notes as he watches the screen with a 
          practiced eye.
           
          DR. FREEZE
          That's cool, man. Freeze it right
          there.
           
          Dorian punches a button and the image freezes.
           
          DORIAN
          What do you think, Doctor?
           
          DR. FREEZE
          Layout's not bad. We got us a
          sweet little Perkins/Jenning time
          lock. But them motion detectors
          are putting the chill on my
          thrill.
           
          DORIAN
          Can you pull it off?
           
          DR. FREEZE
          Hey, you're talkin' with the
          Doctah, man. It's all about time
          and money.
           
          DORIAN
          Yeah, well the meter's runnin'
          on this one. We got less than
          a week.
           
          DR. FREEZE
          Not cool. What about the coin?
           
          DORIAN
          There's plenty. And I'll be happy
          to invest your share.
           
          DR. FREEZE
          What you talkin' about, man?
           
          DORIAN
          This isn't about the lousy couple
          hundred thou' that's sitting in
          that vault, Freeze. That's chump
          change.
           
          DR. FREEZE
          Yeah? Then I'm chump number one,
          man.
           
          DORIAN
          We gotta expand your horizons
          Doctor. Take a look.
           
          Dorian pulls back a curtain. An amazingly gaudy building stands 
          on a pier across the river from Dorian's club. A huge sign across 
          it's archway 
          reads: "Opening Soon Valhalla Casino".
           
          DORIAN (CONT.)
          The Valhalla Casino. Twenty mil
          of glass, neon, booze and dice.
          World class sucker bait. The
          grand opening is Saturday night
          and it will drive this two bit
          club of mine out of existence.
          But I say if you can't beat 'em,
          take 'em over.
           
          DR. FREEZE
          Yeah? That's Arnie the Swede's
          place, man and he is one ice cold
          meatball eatin' motha fucker.
           
          DORIAN
          Leave him to me. You pull off
          this heist and I promise you,
          it'll be all tits and champagne
          from here on in.
           
          CUT TO:
           
          EXT. RIVER - CULVERT - SUNSET
           
          The Mask lies tangled in a rat's nest of seaweed and garbage 
          that's washed up in a culvert under a bridge.
           
          A large WHARF RAT now creeps out along the garbage sniffing 
          curiously at its timeworn wooden surface. It takes a tentative 
          nibble.
           
          CLOSER - THE MASK
           
          begins to SHIMMER... to vibrate with its own magical inner life. 
          The rat SQUEAKS and jumps back, disturbing the pile of garbage.
           
          WIDER
           
          The Mask is dislodged and floats back out into the river. Camera 
          TILTS UP with the Mask as it follows the current into the dark 
          heart of the city.
           
          CUT TO:
           
          EXT. CITY STREET - EARLY EVENING
           
          Stanley and Charlie are riding along at breakneck speed in a taxi 
          cab.
           
          STANLEY
          Hold it up right here, please.
           
          A gun port suddenly SLAMS open and the wild-eyed Albanian TAXI 
          DRIVER wheels about and cocks a huge .45 from his side of the 
          BULLET 
          riddled partition as the cab continues to barrel through traffic.
           
          DRIVER
          Hold up?! No hold up! I keel
          you very well! I splatter your
          guts big time, Mr. Cowboy Man!
           
          Stanley dives for cover.
           
          CHARLIE
          No! No! He only wants you to
          stop the cab!
           
          The driver instantly SLAMS on the brakes, throwing his passengers 
          forward mercilessly.
           
          DRIVER
          (now totally calm)
          Hokay. Pardon you very much.
           
          Charlie helps Stanley sit back up.
           
          CHARLIE
          It's alright, Stanley.
           
          STANLEY
          (SOFTLY)
          I hate this town. I really hate
          this town.
           
          CHARLIE
          Why are you getting out here?
           
          STANLEY
          I gotta pick up my car.
           
          CHARLIE
          Fine. Now don't forget. Ten
          o'clock at the Monkey's Paw. I've
          already got us lined up with a
          couple of authentic dimes.
           
          Stanley steps out of the cab.
           
          STANLEY
          Charlie, please. The last time
          you said that you showed up with
          two lesbian mud-wrestlers.
           
          CHARLIE
          Well, I can't promise we'll get
          that lucky again... Later!
           
          With a SCREAM of tires the cab peels back out into traffic.
           
          CUT TO:
           
          INT. RIPLEY'S AUTO FINISHING - EARLY EVENING
           
          Stanley enters the grease spattered, cluttered garage and scans 
          the area for signs of life. We can hear the CLANK-CLANK-CRASH of 
          SOME 
          less than light-fingered automotive work in progress.
           
          Stanley DINGS a little service bell sitting on a counter 
          plastered with naked playmate decoupage and Mrs. Power Tool '93 
          calendars.
           
          STANLEY
          ...Hello?
           
          IRV, a lumbering unshaven behemoth of a man with permanently low-
          slung refrigerator repairman pants, makes his way past half 
          rebuilt car 
          carcasses towards Stanley.
           
          IRV
          Hang on. Hong on. Don't get your
          panties in a twist.
           
          BURT, a thinner version of Irv with Coke bottle glasses and a mop 
          of greasy hair, pops up from beneath a car, RIPS out of chunk of 
          motor and 
          wiring and holds it up to Irv.
           
          BURT
          (examining part)
          Hey Irv, what the hell is this?
           
          IRV
          (eyes it carefully)
          Ohh... I dunno. About seven
          hundred bucks.
           
          They both laugh evilly as Irv slaps Burt on the back. Irv makes 
          his way over to Stanley, still chuckling to himself.
           
          IRV
          Now what can I do for you, Bub?
           
          STANLEY
          I'm here for the Civic.
           
          IRV
          Japanese car, right? Kind of a
          nasty pea soup green?
           
          STANLEY
          Well, they call it Emeral Forest,
          actually...
           
          Irv turns back to Burt.
           
          IRV
          Burt! Pea green Civic!
           
          Burt pops back up from beneath the hood.
           
          BURT
          Green Civic... Green Civic. Oh
          yeah! Brake drums are still on
          order and I'm only halfway through
          rebuilding the trans.
           
          STANLEY
          But I just brought it in for an
          oil change!
           
          IRV
          Yeah? Well you're lucky we caught
          those other problems before they
          caused some serious trouble.
           
          STANLEY
          Alright. Alright. When will it
          be ready?
           
          Irv looks over at Burt, who gives him a "Make something up" look.
           
          IRV
          Come back tomorro...
          (Burt shakes his head "no".)
          ...First thing next wee...
          (Burt shakes again)
          ...next month?
          (Burt shakes an enthusiastic "yes".)
          Yeah, first thing next month.
          That's if we can get the parts.
           
          STANLEY
          What am I going to do in the
          meantime? I can't afford to keep
          taking cabs all over town.
           
          Irv smiles a rotten-toothed smile.
           
          IRV
          Oh, hell... we can take care of
          that!
          (to Burt archly)
          Hey Burt, bring around the loaner.
          (to Stanley)
          And for you little buddy, only
          ten bucks a day.
           
          CUT TO:
           
          EXT. MONKEY'S PAW - NIGHT
           
          The joint is jumping with musclehead BOUNCERS picking and 
          choosing from the crowd of terminally trendy WANNABE'S gathered 
          around the 
          entrance. A light drizzle is falling.
           
          A parade of swanky cars pulls up one by one as CAR HOPS scurry to 
          keep up with the flow;
           
          A glistening pearlescent Rolls Royce.
           
          A fire engine red Ferrari.
           
          A classic two tone Corniche in tan and burgundy.
           
          And finally a broken down Citroen in rust bucket red and spackle 
          gray RUMBLES up to the front of the club with a disgruntled 
          Stanley behind 
          the wheel.
           
          A car hop attempts to open the door, but it's rusted shut. 
          Stanley throws his shoulder into it and the door finally pops 
          open with a SCREECH of 
          metal. Stanley nearly tumbles out into the street.
           
          He smiles nervously at a high class couple looking with disdain 
          at the eyesore-mobile. He pats the hood.
           
          STANLEY
          It's a classic.
           
          The car hop jumps in and tries to throw the car into gear with a 
          horrible GRINDING. He finally waves over two other car hops who 
          quickly push 
          it off down the street.
           
          CHARLIE
          Hey, Stanley. Nice wheels. What
          is that, a Rolls Canardley?
           
          STANLEY
          A what?
           
          CHARLIE
          You know, a Rolls Canardley.
          Rolls down one hill canardley roll
          up the next.
          (he cracks up)
           
          STANLEY
          We are not discussing the car,
          okay?
           
          CHARLIE
          Whatever you say, man.
           
          Charlie gestures expansively towards the club.
           
          CHARLIE
          What do you think? Pretty
          terrific, huh? This place make
          Sodom and Gomorrah look like
          Mayberry.
           
          Stanley now notices a life-sized poster of Tina Carlyle standing 
          by the main entrance that reads "Featuring the Musical Stylings 
          of Miss Tina 
          Carlyle."
           
          STANLEY
          Hey, isn't that...
           
          CHARLIE
          Right. The wet dream from the
          bank.
          (PAUSES)
          Hold on... I think I see my future
          ex-wife.
           
          Two rather tacky looking GIRLS beckon Charlie from the crowd.
           
          GIRLS
          Hey Charlie! Charlie!
           
          CHARLIE
          (WAVES)
          We're in luck. It's Barbie and
          Pebbles.
           
          STANLEY
          Doesn't it bother you that all
          the women you know are named after
          cartoon characters?
           
          Barbie and Pebbles hurry over through the crowd.
           
          BARBIE
          We've been waiting out here for
          hours. Can you get us in?
           
          CHARLIE
          No, problemo. Ladies, this is my
          pal Stanley Ipkiss.
          (leans closer)
          Stanley's very influential in the
          banking business.
           
          Charlie is truly in his element as he elbows his way through the 
          crowd dragging his entourage with him.
           
          EXT. THE FRONT DOOR
           
          Charlie finally makes through the crush of badies at the entry 
          way's velvet ropes and calls to one of the two hulking BOUNCERS 
          that guard the 
          door.
           
          CHARLIE
          Hey Bobby! Bobby, buddy. What's
          happening man?
           
          Bobby completely ignores Charlie as he ushers a pasty faced ROCK 
          STAR and his underage TARTLET past the ropes.
           
          CHARLIE (CONT.)
          (to the girls)
          This will just take a second.
          (to the other bouncer)
          Yo Nick! It's me... Charlie!
           
          Nick is also completely oblivious.
           
          STANLEY
          Forget it, Charlie. I refuse to
          stand here waiting to be judged
          by these power-mad steroid
          jockeys.
           
          CHARLIE
          How much cash you got on you?
           
          STANLEY
          What?
           
          CHARLIE
          You heard me. How much you got?
           
          STANLEY
          I dunno, fifty or sixty bucks.
           
          CHARLIE
          Hand it over.
           
          STANLEY
          No way.
           
          CHARLIE
          Hey, I'll pay you back! I'm only
          carrying plastic. C'mon man, you
          want to stand out here all night?
           
          Stanley begrudgingly starts to count out some cash. Charlie 
          snatches the whole wad and elbows his way back around to the 
          ropes.
           
          CHARLIE
          (subtly flashing bills)
          Hey Bobby!
           
          Bobby's uncanny tip radar suddenly lights up.
           
          BOBBY
          Charlie, how you doin' man? Long
          time no see.
           
          Bobby unsnaps the rope for Charlie and gets the cash handshake he 
          longs for.
           
          The crowd surges around Charlie, Barbie and Pebbles as they step 
          by, briefly cutting Stanley off.
           
          He catches up just as the all-important rope is SNAPPED closed.
           
          STANLEY
          Hey, wait a minute! Charlie!
           
          But Charlie and the girls have already been whisked inside. 
          Dorian now steps out of the club and begins to check Bobby's 
          list.
           
          STANLEY (CONT.)
          I'm with them! Hey, Bobby!
           
          But Bobby is back into his deaf and dumb routine. Stanley unsnaps 
          the rope himself and starts throgh. Bobby and BOUNCER #2 
          IMMEDIATELY 
          grab Stanley and quickly subdue him.
           
          STANLEY
          Hey! Leggo... awk!
           
          Dorian glares at Stanley.
           
          DORIAN
          Lose him.
           
          The bouncers drag Stanley through the crowd and unceremoniously 
          toss him out into the rain-slick street.
           
          ANGLE ON THE STREET
           
          Stanley slowly rises, smoothing out his disheveled clothing. A 
          horn BLARES and Stanley scrambles to one side as a limo swings 
          into the 
          club's alleyway, splattering him with a wave of muddy water.
           
          Stanley wipes the mud from his eyes just in time to see Tina 
          Carlyle escorted from the back of the limo by a CHAUFFEUR 
          carrying an umbrella. 
          She's shoe-horned into a heart-stopping red dress that's fighting 
          a losing battle to restrain her decolletage.
           
          Their EYES MEET. Tina pauses as she recognizes him.
           
          TINA
          (SMILES)
          Oh... Stanley. Hi.
           
          Stanley realizes he looks ridiculous but gives a pathetic little 
          wave hello anyway.
           
          TINA (CONT.)
          Are you okay?
           
          Stanley gestures "no problem" and tries to strike a casual pose 
          against a street lamp, but slips and nearly falls.
           
          With a SQUEAL of grinding gears and the KA-POW of a backfire, the 
          car hop pulls Stanley's battered loaner right up behind him.
           
          Stanley flashes a last nervous smile at Tina, and digs for the 
          car hop's tip money... nothing.
           
          He shrugs apologetically to the disgusted car hop and climbs in. 
          The car RATTLES, COUGHS the finally ROARS off in a cloud of 
          NOXIOUS 
          exhaust fumes.
           
          DISSOLVE TO:
           
          EXT. TAHOOCHIE BRIDGE - NIGHT
           
          A forlorn looking spot on the outskirts of Edge City. We can hear 
          Stanley's car SPUTTERING and POPPING along before it actually 
          pulls into 
          sight on the dark rain-slick street.
           
          INT. CAR
           
          Stanley drives along in a miserable daze. Suddenly the engine 
          starts KNOCKING violently and the car dies.
           
          EXT. BRIDGE
           
          Steam HISSES from the radiator as the car slowly rolls to a stop. 
          Stanley GRINDS the ignition key again and again trying futilely 
          to restart the 
          engine.
           
          Finally, Stanley fights his way out of the rusted door with a 
          SQUEAL of metal, turns and kicks the bumper... which promptly 
          falls off with a 
          resounding CLUNK.
           
          Beat.
           
          The front axle collapses, the tires fall off and the driver's 
          side door CLATTERS to the ground.
           
          Stanley stands there staring at the steaming heap of useless 
          metal... his mind a complete blank.
           
          He slowly turns, looking down at the black brackish water 
          swirling along beneath the Tahoochie Bridge. A wave of melancholy 
          sweeps over 
          him. Stanley plucks a button from his coat and watches as it 
          drops down... down to the river below.
           
          Suddenly, something catches Stanley's eye... a BODY, floating 
          along in the darkness. He snaps back to reality.
           
          STANLEY (CONT.)
          Hey... Hey mister!
           
          EXT. RIVER BANK
           
          Stanley rushes down the slippery embankment beneath the bridge. 
          He spots the body dead ahead, floating along in the moonlight and 
          HURRIES 
          as fast as he can.
           
          CAMERA DOLLIES with Stanley as he scrambles down the slope; a 
          black cat YOWLS as it races past him. He steps on and shatters a 
          discarded mirror, and he ducks under an old ladder that leans 
          against the bridge's foundation as he finally reaches the shore.
           
          Stanley splashes into the waist deep water just in time to catch 
          the body as it floats by.
           
          CLOSER - BODY
           
          As Stanley grabs it, the "body" falls to pieces... revealing that 
          it's nothing but a trash bag, an old tire and some floating bits 
          of garbage all 
          clinging to the "head": an old wooden Mask.
           
          Stanley shakes his head in disgust... some lifesaver.
           
          Stanley inspects the Mask more closely; strange ritualistic 
          symbols carved into a puckish face with a leering grin and eerie 
          empty eye holes.
           
          The faintest sound of a haunting "Mask SFX Theme" rises as 
          Stanley turns the Mask around and inspects the inside... slowly 
          bringing it 
          closer and closer to his face. The surface of the Mask begins to 
          SHIMMER.
           
          But then... RIBET! A frog jumps out of it, right into Stanley's 
          face. Stanley nearly loses his footing on the slippery river 
          bottom.
           
          Suddenly a blinding SPOTLIGHT shines down from the bridge and an 
          amplified voice calls out from a squad car.
           
          POLICEMAN
          Hey, you! What are you doing down
          there?
           
          Stanley squints into the light, trying to think of a reasonable 
          answer.
           
          STANLEY
          I was just looking for...
          (holds up Mask)
          My mask.
           
          CUT TO:
           
          INT. MONKEY'S PAW - NIGHT
           
          The club is closing up. WAITERS stack chairs on top of tables in 
          the B.G. as Tina gathers her sheet music from her PIANIST.
           
          TINA
          Thanks Reno, you're the greatest.
           
          RENO
          G'night, doll.
           
          Tina crosses to the bar area where Dorian lounges with DR. 
          FREEZE, SWEET EDDY and CHUN WOO. Dorian toasts her as she pulls 
          up a bar 
          stool.
           
          DORIAN
          That was a great performance,
          baby. But not as great as the
          one you pulled off at the bank.
           
          TINA
          Yeah, well don't get used to it.
          I'm not going to start running
          cons for you again, Dorian. I'm
          a singer now and that's it.
           
          Dorian rolls his eyes at Freeze, "Get her".
           
          DORIAN
          Oh, really? And you had such a
          red hot career before you latched
          on to me?
           
          Tina pours herself a drink.
           
          TINA
          Who latched on to who?
           
          DORIAN
          Get real, Tina. You'll do what
          I say or I'll drop you back where
          I found you, slingin' hash and
          dodgin' horny peterbuilt drivers.
           
          TINA
          (downs a shot)
          Don't push me, Nicky. I might
          just take a walk I should have
          taken a long time ago.
           
          DORIAN
          (CHUCKLES)
          Easy, baby. Easy.
          (to his men)
          I love it when she gets pissed.
           
          Dorian scoots over and puts an arm around Tina. She remains cool.
           
          DORIAN (CONT.)
          C'mere. You take a hike and who's
          gonna kiss you like Dorian Tyrel.
           
          Tina pours another shot.
           
          DORIAN (CONT.)
          C'mon. Who?
           
          Tina finally cracks a smile.
           
          TINA
          Nobody.
           
          DORIAN
          (pulls her close)
          That's right, baby. C'mere.
           
          Tina slowly leans in for a kiss, her lips softly parted... but 
          raises a finger to Dorian's lips, stopping him cold. She glances 
          over at Freeze.
           
          TINA
          Sorry. I never get personal in
          front of the help.
           
          Tina abruptly stands and exits as Freeze glares at her.
           
          Dorian breaks into laughter.
           
          DORIAN
          That broad kills me.
           
          DR. FREEZE
          She just might, man. The bitch
          is trouble.
           
          Dorian pours them all a drink.
           
          DORIAN
          C'mon Doctor, lighten up.
          (raises his glass)
          Here's to Edge City Bank.
          May it crack like an egg on Easter
          Sunday.
           
          Their glasses CLINK.
           
          CUT TO:
           
          EXT. APARTMENT BUILDING - NIGHT
           
          The police car pulls up in front of Stanley's brownstone and he 
          wearily climbs out.
           
          OFFICER
          Okay, Mr. Ipkiss. Try to be a
          little more careful next time.
           
          STANLEY
          Thanks Officer.
           
          The black and white pulls away and Stanley starts across the 
          empty street.
           
          VOICE
          Hey, mister...
           
          Stanley turns.
           
          A razor-cut DEATH'S HEAD PUNKER hops down from a fire escape in a 
          darkened alleyway.
           
          DEATH'S HEAD
          You a cop or something?
           
          A half dozen other DEATH'S HEADS appear out of the shadows all 
          decked out in nipple chains, tattoos and other self-mutilation-
          AS-FASHION 
          oddments.
           
          STANLEY
          Uh... no. They just gave me a
          lift.
           
          DEATH'S HEAD
          A cop chauffeur? I never seen
          that before. How about you boys?
           
          The other Death's Heads pipe up with "Not Me," "Nope," "Pretty 
          special," etc. as they slowly surround Stanley.
           
          STANLEY
          Alright, you guys. It's been a
          tough night. I haven't got any
          money. I haven't got a car. All
          I have is this and you're
          welcome to it.
           
          Stanley tosses Death's Head #1 the Mask.
           
          He briefly inspects the funky looking antique, still slick with 
          river slime, then tosses it back. He approaches Stanley.
           
          DEATH'S HEAD
          Hey, man. You got us all wrong.
          We don't want any trouble. I was
          just going to ask you for the
          time. That's all. You got the
          time?
           
          STANLEY
          Uh... yeah.
           
          As Stanley pulls back his sleeve to check his watch, the Death's 
          Head flicks out a butterfly knife. With a FLASH of steel, he 
          slices straight 
          through Stanley's watch band and snatches the watch.
           
          DEATH'S HEAD
          (holding up his prize)
          See, I only wanted the time! Heh,
          he, heh...
           
          All the punkers laugh like the half-wits they are as Death's Head 
          #1 shoves Stanley into Death's Head #2. #2 pushes him back across 
          to #3 and 
          so on. Stanley is roughly bounced back and forth more and more 
          violently within the circle of giggling street toughs. He finally 
          breaks free and 
          scrambles to his front door, still reeling with dizziness. He 
          fumbles with the key and SLAMS the door behind him as the Death's 
          Heads roar with 
          laughter.
           
          CUT TO:
           
          INT. APARTMENT BUILDING - NIGHT
           
          Stanley's wet shoes SQUEAK as he tiptoes past -
           
          APARTMENT "A" - MANAGER
           
          A sign that reads "Quiet Please" hangs from the doorknob. Stanley 
          continues past it to Apartment "B". Just as he removes his keys - 
          THE 
          Manager's door flies open and MRS. PEENMAN appears. She's an old 
          dragon in hair curlers who will probably live forever just to 
          spite her 
          relatives.
           
          MRS. PEENMAN
          Ipkiss! Do you have any idea what
          time it is?
           
          Reflexively, he looks at his (now empty) wrist.
           
          STANLEY
          Actually, no.
           
          MRS. PEENMAN
          It's three o'clock in the morning!
          First, you wake up the entire
          building laughing it up with your
          pals. Then, you come in and start
          squeak -
          (sees puddles)
          My new carpet! Just look at that!
          This is coming out of your
          cleaning deposit Ipkiss!
           
          Stanley, battered, bruised and soaking wet is deep in urban 
          shell-shock.
           
          STANLEY
          (SOFTLY)
          Are you done?
           
          MRS. PEENMAN
          ...Yes.
           
          STANLEY
          I think I'll be going to bed now.
           
          Mrs. Peenman SLAMS her door.
           
          INT. STANLEY'S APARTMENT - CONTINUES
           
          Small, full of books but very neat. A few cherished animation 
          cels from 1940s cartoons are framed on the wall. As Stanley locks 
          the door behind 
          him - he's greeted by MILO, a happy little terrie sized mutt with 
          a big heart.
           
          STANLEY
          Hello, Milo.
           
          Milo gets so excited he starts GAGGING and COUGHING.
           
          STANLEY (CONT.)
          Easy, buddy. I missed you too.
           
          Stanley pats Milo on the rump, crosses his tiny kitchenette and 
          heads straight into...
           
          THE BEDROOM
           
          Stanley's prized collection of "golden Age" Looney Tunes tapes 
          are neatly displayed on a simple bookshelf.
           
          He tosses the Mask down on his bedside table, pops one of his 
          cherished Tex Avery cartoons into the V.C.R., plops down on his 
          bed and 
          starts to strip off his shoes and socks.
           
          MILO
           
          enters, holding a Frisbee in his mouth.
           
          STANLEY (CONT.)
          C'mon, Milo. I'm beat.
          (to the dog YIPS)
          Okay, okay. One throw.
           
          Stanley tosses the Frisbee into the air. The disk sails...
           
          OUT OF THE BEDROOM AND INTO THE HALLWAY
           
          Milo runs it down, leaps up, and makes a perfect catch. He trots 
          back to the bedroom, and drops it in Stanley's lap.
           
          STANLEY
          Easy. This is the best part.
           
          On the screen a cartoon dog ZZZIPS into frame and drops a 
          frizzing stick of dynamite down a bad guy's pants. KA-BOOM! The 
          dog LAUGHS 
          maniacally.
           
          Suddenly there is a POUNDING on the wall that rattles Stanley's 
          framed cartoon cels.
           
          STANLEY (CONT.)
          (calls out)
          Sorry Mrs. Peenman.
           
          With a sigh, he ejects the tape and a much quieter talk show POPS 
          on. Larry King and a guest.
           
          Stanley rises and crosses into the bathroom to wash up.
           
          ANGLE ON T.V.
           
          King's guest, Dr. Arthur Neuman, is replying to a caller.
           
          DR. NEUMAN
          That's correct. The truth is we
          all wear masks, metaphorically
          speaking. We repress the Id...
          our darkest desires and hide
          behind a more socially acceptable
          image of ourselves in order to
          cope with the frustrations of our
          day to day lives.
           
          Stanley's only half listening though the open bathroom door as he 
          brushes his teeth.
           
          STANLEY
          Think I'm repressed, Milo?
           
          Stanley tries a couple of fierce expressions in the bathroom 
          mirror, his mouth foaming with toothpaste.
           
          Milo does that doggie-head-cocked-sideways "What the hell?" look.
           
          STANLEY (CONT.)
          (HALF-HEARTEDLY)
          Nah.
           
          He spits and rinses.
           
          ANGLE ON T.V.
           
          as King wraps it up, displaying the doctor's book.
           
          LARRY KING
          The book is "The Masks We Wear,"
          by Dr. Arthur Neuman. Thank you
          Dr. Neuman.
           
          Stanley pops off the T.V.with his remote.
           
          STANLEY
          No thank you, Dr. Neuman.
           
          As he buttons up his P.J.s, Stanley notices Milo warily sniffing 
          at the strange Mask, which is still lying on the bedside table. A 
          SUBTLE 
          SHIMMER crosses its surface. Milo WHIMPERS and quickly hops off 
          the bed.
           
          We now begin to hear the "Mask Theme"... echoes of the POUNDING 
          Viking drums... growing louder. Haunting whispery VOICES seem to 
          call to Stanley as he slowly crosses to the bedside. He picks up 
          the Mask and turns it over in his hands running his fingers 
          across the time 
          work wood. The music builds...
           
          He turns back to the bathroom mirror and slowly raises the Mask 
          to his face. Milo watches apprehensively from beneath the bed.
           
          For an instant - the MASK SHRINK WRAPS like a vacuum over 
          Stanley's head. We hear the PIERCING MASK SFX.
           
          Then, a beat later, the Mask is off with a POP. The SFX STOP.
           
          STANLEY (CONT.)
          Whoa.
           
          Stanley studies the old mask, then his own face in the mirror. 
          Everything's status quo. It must have been his imagination.
           
          STANLEY (CONT.)
          Naw...
           
          He puts the Mask on again - firmly this time. Milo dives under 
          the bed as...
           
          AN INCREDIBLE METAMORPHOSIS BEGINS:
           
          RUBBERY WOODEN WHIPS shoot out of the Mask and wrap around 
          Stanley's head - locking the Mask in place.
           
          STANLEY'S PAJAMAS magically reweave themselves... growing in all 
          directions.
           
          HIS HEAD THROBS AND EXPANDS, turning lime green as it unites with 
          the Mask.
           
          STANLEY GRABS HIS HEAD - His body begins to move uncontrollably.
           
          Spinning faster and faster like a gyroscope. The SFX get loonier 
          and loonier as he becomes...
           
          A HUMAN TORNADO. Stanley's words are almost unintelligible as his 
          voice jumps one, two, five octaves.
           
          STANLEY
          Hellllllllppppmmmmmmmeeeeeeeee...
           
          A HAND reaches out of the twister and locks onto the bedpost. The 
          whirlwind SCREECHES to a halt, causing sparks and smoke to rise 
          FROM 
          the singed carpet. The smoke clears revealing...
           
          THE MASK CREATURE
           
          He's dressed in a snazzy zoot suit - a distortion of the paisley 
          material of Stanley's pajamas.
           
          The head is no longer Stanley's. It's large, bald and bright 
          green. The huge bug-eyes glow with mischief. The nose is small, 
          bony and beaked. 
          The mouth and teeth are enormous and gleaming white as he breaks 
          into a learning grin.
           
          The overall effect is devilishly loony, but not altogether 
          unhuman. In fact, there's something downright charming about him.
           
          The Mask checks himself out in the mirror and likes what he sees.
           
          THE MASK
          S-s-s-nazzy!
           
          He SNAPS his bow tie with a crazy gleam in his eyes.
           
          THE MASK (CONT.)
          It's party time!
           
          INT. HALLWAY - NIGHT
           
          Trying to ber VERY, VERY quiet, the Mask tiptoes down the 
          darkened corridor. The floor makes a barely audible CREEEEK as 
          the Mask steps 
          with exaggerated care pst APARTMENT "A" with it's little "Quiet 
          Please" sign. He raises a finger to his lip, making the "SHUSH" 
          sign.
           
          Suddenly - and unexplicably - a ringing ALARM CLOCK leaps out of 
          Stanley/Mask's pocket and starts jittering down the hall.
           
          STANLEY/MASK
          O, jeepers--!
           
          Stanley/Mask tries to snag the clock, but it bounces away every 
          time. Frustrated, he pulls a full sized SLEDGEHAMMER from his 
          pocket and 
          starts POUNDING the floor in an effort to stop the clock. 
          Glancing blows shatter the clock face and most of the works, but 
          those bells just keep 
          ringing.
           
          The hammer, of course, slams craters the size of manhole covers 
          into the floor and reverberates through the building like 
          THUNDERBOLTS.
           
          The door bursts open and Mrs. Peenman's angry face pops out 
          covered in blue mud pack and framed in curlers. She gets one look 
          at the Mask 
          with his oversized carnival mallet raised over his head and 
          SCREAMS bloody murder.
           
          The Mask SCREAMS in response, his eyes bugging out on stalks and 
          his mouth expanding to the size of a tuba in mock horror.
           
          Mrs. Peenman's door SLAMS shut and reopens a beat later as she 
          appears cocking an enormous shotgun.
           
          MASK
          Easy lady! I was just killin'
          time!
           
          The Mask starts ricocheting off the walls HOOTING maniacal 
          laughter as Mrs. Peenman lets loose with both barrels. KA-BOOM.
           
          The Mask bounces off walls as Mrs. Peenman continues to blast 
          away, and finally leaps straight out the window. KEE-RASH.
           
          EXT. APARTMENT - NIGHT
           
          Sending his body SAILING our through the air towards the street 
          seven stories below.
           
          STANLEY/MASK
          AHHHHHHHHHHHHHHHH-
           
          EXT. CITY STREET - NIGHT
           
          SPLAT. Stanley/Mask lands face up in the middle of the street. He 
          slow... painfully starts to rise as a STREET CLEANING machine 
          turns a 
          corner and RUNS DIRECTLY OVER HIM. The machine disappears down 
          the street as we HOLD on Stanley/Mask's flattened body.
           
          He raises one arm, grabs himself by the head and peels himself 
          off the street. He shakes himself out with one sharp CRACK and 
          straightens his 
          zoot suit. He's shocked to find a tiny SPOT on his sleeve.
           
          STANLEY/MASK
          Hey! You missed a spot!
           
          As if on cue, a SECOND street cleaning machine SLAMS into him and 
          RUNS OVER HIM AGAIN. This time he reinflates himself back into 3-
          D 
          by blowing into his thumb and hops up.
           
          STANLEY/MASK
          And next time, no starch!
           
          Fully recovered, Stanley/Mask starts down the street, strutting 
          like a prize fighter.
           
          VOICE
          Hey mister...
           
          Death's Head punker #1 hops down from his fire esscape behind the 
          Mask.
           
          DEATH'S HEAD #1
          (grins evilly)
          ...You got the time?
           
          The Mask turns to see he is surrounded by the Death's Head 
          punkers. He seems to be delighted by their presence, but now that 
          they see his 
          face, they're totally freaked.
           
          MASK
          (wiggles eyebrows)
          Why of course, Cubbie. I got all
          the time in the world!
           
          He whips out his forearm (which grows large for emphasis cartoon-
          style). It's covered with crazily spinning watches, CHIMING 
          cuckoo clocks 
          and sun dials.
           
          MASK
          London, Paris, Rome, standard,
          substandard and no standards at
          all! And for our English friends
          we have... Big Ben!
           
          DEATH'S HEAD #1
          Big Ben?
           
           
          Stanley/Mask KICKS a nearby street post, snapping it in half and 
          sending a large decorative street clock PLUMMETING into the 
          sidewalk. 
          KA-BONG! It completely obliterates Death's Head #1. The other 
          gang members jump back in shock as the Mask races around the 
          corner.
           
          DEATH'S HEAD #2
          Get him!
           
          The Death's Heads pull out nasty homemade weapons and race around 
          the corner into the alleyway.
           
          INT. ALLEY
           
          They come to a screeching halt as they discover Stanley/Mask 
          dressed as a carnival barker. Multicolored lights and Calliope 
          music come from 
          out of nowhere.
           
          MASK
          And for my next trick...
           
          Long pink and blue balloons appear in Stanley/Mask's hands and he 
          instantly goes into a frenzy of twisting and knotting them into 
          AN 
          elaborate balloon sculpture. SQUEAK. SQUEAK. SCREECH.
           
          The Death's Heads are too stunned by the severe weirdness of all 
          this to do anything but stand there and stare. (These guys were 
          no rocket 
          scientists in the first place.)
           
          MASK (CONT.)
          And viola! We have a giraffe!
           
          Sure enough, he's created a first rate balloon sculpture. He 
          hands it to the biggest, dumbest Death's Head, who grins like a 
          little kid upon 
          receiving it.
           
          The Mask instantly goes into another flurry of motion, sculpting 
          more balloons. SCREECH POP.
           
          MASK (CONT.)
          A few more twists of the wrist
          and for you, Cubbie.
           
          He hands this next prize to Death's Head #3.
           
          MASK (CONT.)
          A French poodle! And finally my
          favorite...
           
          He goes into another flurry of motion.
           
          E.C.U. - BALLOON
           
          As the Mask pulls the ends of the knotted balloon, it straightens 
          out and MORPHS into...
           
          MASK (CONT.)
          A Tommy gun!
           
          A real one! He immediately sprays the Death's Heads with hot 
          lead. RATATATATATAT!
           
          The greasy punkers dive for cover and scramble out of the alley 
          under a hail of bullets.
           
          Stanley/Mask tosses the gun aside, intoxicated with his newfound 
          powers.
           
          MASK (CONT.)
          Wait a minute. This is
          incredible! Why, with these
          powers I could be a superhero!
          I could fight crime... Work for
          world peace...
           
          C.U. - THE MASK
           
          MASK (CONT.)
          But first!...
           
          CUT TO:
           
          EXT. RIPLEY'S AUTO FINISHING - NIGHT
           
          It's late, but there's still a light on inside.
           
          INT. GARAGE - NIGHT
           
          Burt and Irv, both woozy from drink, attempt to finish a card 
          game. A dozen empty beer bottles and two half eaten chili dogs 
          adorn the table.
           
          Irv takes a big bite of his chili dog and pauses to regard it 
          like a true connoisseur.
           
          IRV
          Now these are serious chili dogs.
           
          BURT
          I know. Here's the proof...
          (lets out a long BUUURP)
          Aaah. Even tastier the second
          time around.
           
          Irv leans forward and sticks out his index finger.
           
          IRV
          Hey Burt, pull on my finger.
           
          BURT
          No way, man.
           
          IRV
          No, really. Go ahead.
           
          BURT
          Irv, don't...
           
          Irv raises a leg anyway and rips off a nasty fart. BRAAAP!
           
          IRV
          (PROUDLY)
          That, my friend is the sweet smell
          of success.
           
          BURT
          (SHRUGS)
          No style. I give it a five tops.
           
          IRV
          Okay, how about... Soprano.
           
          Irv shifts his weight and hits an amazing high note. PWEEEEEP! 
          Burt is impressed in spite of himself.
           
          BURT
          Fine muscle control.
           
          IRV
          And now for my grand finale,
          THX... The audience is listening!
           
          Irv lets one loose in perfect sensurround.
           
          Suddenly the front door EXPLODES inward. Stanley/Mask stands 
          there SILHOUETTED like a gunfighter from a Clint Eastwood movie.
           
          Irv squints into the light, unable to make out the mysterious 
          figure.
           
          IRV
          Hey, 40 watt... we're closed!
          Nobody's here.
           
          MASK
          Ah... but you're here.
           
          Irv rises.
           
          IRV
          What I mean is...
           
          He lets loose a sneaker to help make his point. POOOOT.
           
          IRV
          Nobody's here that wants to
          help you.
           
          Stanley/Mask now steps into the light.
           
          MASK
          But I'm here to help you.
           
          Burt and Irv's eyes go wide as they get a better look at their 
          nemesis. Fear loosens Irv's sphincter and a last feeble bit of 
          gas escapes with a 
          FWEEP!
           
          Stanley/Mask whirls about with a flourish and pulls two gleaming 
          mufflers from the wall.
           
          MASK
          Sounds like you have a little
          exhaust problem there!
           
          There's a mad gleam in his eyes as he spins the mufflers like two 
          huge pistols and SNAPS them to a halt.
           
          MASK (CONT.)
          We better do a few touch ups
          before you have some serious
          trouble.
           
          The Mask TWIRLS out of frame like a human tornado.
           
          Camera PUSHES IN past Burt and Irv's shocked expressions into an 
          E.C.U. of the garage's bare light bulb as it JIGGLES on its wire. 
          We can't see the mayhem, but we can hear wacky/bizarre sound F.X. 
          as the Mask whirls about the garage. WHIZ! SCREECH! BANG! AHOOGA!
           
          BURT AND IRV
          No!... Wait! Eeeeeyaah!
           
          SLOW DISSOLVE TO:
           
          As that light bulb becomes the morning SUN peaking over Edge 
          City's skyline. CAMERA PULLS BACK through Stanley's bedroom 
          window...
           
          INT. STANLEY'S APARTMENT - BEDROOM - DAWN
           
          Stanley slowly awakens. He grabs his head and moans, looking and 
          feeling completely hung over. Then suddenly he remembers - and 
          JUMPS 
          out of bed with a start.
           
          He looks in the mirror, touching his face. It's the same old 
          Stanley. He looks at his paisley PJ's. Same old PJ's.
           
          He picks up the mask. Same old mask.
           
          STANLEY
          A dream... It was only a dream.
           
          Stanley starts to relax. There's a KNOCK at the door.
           
          INT. HALLWAY - DAWN
           
          Stanley's greeted by LT. KELLAWAY (50). This hound-dog of a cop 
          can't help but stare at Stanley's garish pajamas.
           
          LT. KELLAWAY
          Nice PJ's pal.
           
          STANLEY
          Can I help you?
           
          LT. KELLAWAY
          You're Ipkiss? Stanley Ipkiss?
           
          STANLEY
          That's right.
           
          LT. KELLAWAY
          Some kind of prowler broke in and
          attacked Mrs. Peenman.
           
          STANLEY
          (swallows hard)
          Really? I didn't hear a thing.
           
          LT. KELLAWAY
          Then you must be a pretty sound
          sleeper, Ipkiss 'cause she
          unloaded a couple rounds of 20
          ott buckshot five feet from your
          door.
           
          Kellaway swings Stanley's door open wider to give him a better 
          view of the damage. Mrs. Peenman stands there in the hall 
          tearfully speaking to 
          anither OFFICER.
           
          Stanley is flabbergasted to see:
           
          QUICK CUTS
           
          C.U. - The shotgun blasts in the walls.
           
          C.U. - The pot holes left from the mallet.
           
          C.U. - The shattered remains of the wacky alarm clock.
           
          All flashbacks from last night!
           
          STANLEY
          (GASPS)
          That's... impossible!
           
          LT. KELLAWAY
          Excuse me?
           
          Stanley quickly pulls himself together.
           
          STANLEY
          That's... a, possible. See, I
          have this inner ear problem.
          (wiggles a finger in his ear vigorously)
          Sometimes I can't hear a thing.
           
          KELLAWAY
          (SKEPTICAL)
          Is that a fact?
           
          STANLEY
          What?
           
          Kellaway leans closer to speak more loudly, but catches himself 
          and shoots Stanley a dirty look.
           
          KELLAWAY
          Forget it.
           
          He hands Stanley his card.
           
          KELLAWAY (CONT.)
          Here. You remember anything
          unusual about last night, anything
          at all, call me.
           
          STANLEY
          Sure... thanks.
           
          Stanley SLAMS the door and throws his body against it, his heart 
          pounding in his chest. Milo gives him that curious 
          dog-head-cocked-sideways look.
           
          STANLEY (CONT.)
          Milo, it was real! How could it
          all be... real?
           
          Stanley suddenly notices the clock on the wall.
           
          STANLEY (CONT.)
          Oh my god. I'm late!
           
          He races into the bedroom.
           
          INT. HALLWAY
           
          Kellaway is taking notes as patiently as he can from Mrs. 
          Peenman.
           
          KELLAWAY
          Look, Mrs. Peenman, you gotta
          admit your description is pretty
          tough to swallow.
           
          MRS. PEENMAN
          Then you can choke on it for all
          I care. I saw what I saw.
           
          KELLAWAY
          Right.
          (refers to notes)
          A green head the size of a
          pumpkin, purple zoot suit and
          spats. That's a pretty serious
          fashion risk for any
          self-respecting second story man.
           
          An OFFICER now hurries up the steps all out of breath.
           
          OFFICER
          Lt., we just got an emergency call
          from a mechanic on 67th Street.
           
          KELLAWAY
          What?
           
          POLICEMAN
          Some kind of assault and battery.
          Sound pretty bad.
           
          KELLAWAY
          (SIGHS)
          Alright. Dont' worry Mrs.
          Peenman, we'll find this guy for
          you. Officer Deluca here has a
          few forms you'll have to fill out.
           
          CUT TO:
           
          INT. STANLEY'S APARTMENT
           
          Stanley rushes around the apartment, but he can't find his keys 
          anywhere. He finishes tying his tie as he searches.
           
          STANLEY
          Milo! Keys! Keys!
           
          INT. LIVING ROOM - SAME TIME
           
          Milo's ears prick. He leaps up and immediately starts sniffing 
          around. He pulls a cushion off the sofa and emerges with the keys 
          just as Stanley 
          comes out, briefcaase in hand.
           
          STANLEY
          Good boy.
           
          He pets his dog, takes his keys and starts out the door... but he 
          pauses to take a last look at the mask... It's eerie black eye 
          holes and devilish 
          grin seem to mock him.
           
          On sudden impulse, he grabs it, hurls it out the balcony's 
          sliding glass door and exits.
           
          SLOW-MO - THE MASK
           
          Sailing end over end through the air.
           
          EXT. BUILDING
           
          As the mask flies out into the sir, a sudden wind kicks up.
           
          The mask arcs back toward the building like a boomerang and lands 
          balanced precariously on a narrow ledge. Its mocking grin seems 
          to glow 
          with triumph.
           
          CUT TO:
           
          EXT. RIPLEY'S AUTO FINISHING - DAY
           
          The place looks like it's been hit by cartoon graffiti 
          guerrillas: Everything's printed in polka-dots, checks, tartan, 
          etc. The 
          "Ripley Auto Finishing" sign hangs askew over the doorway. 
          Letters have been sprayed out to read "Rip Off!"
           
          Several REPORTERS and curious ONLOOKERS stand nearby as Kellaway 
          and his men take it all in. PARAMEDICS appear wheeling Burt and 
          Irv out of the building on two gurneys.
           
          They're both in severe discomfort and look more like cars than 
          men: Bodies spray painted metallic colors, hood ornaments glued 
          to their 
          foreheads, wire rims under each limb, and gleaming four foot long 
          mufflers sticking out of their rear ends.
           
          They wince in pain at each tiny bump of the gurney.
           
          BURT AND IRV
          Ah!... Eeeh!... Ooh!
           
          Paramedic #3 speaks into his emergency radio-phone as Burt and 
          Irv are loaded into the van.
           
          PARAMEDIC #3
          I want a proctologist standing
          by! Yeah, you heard me! The best
          one you can find.
           
          An OFFICER steps out of the building and approaches Kellaway.
           
          OFFICER
          We were able to get a description
          Lt., but it's pretty weird.
           
          KELLAWAY
          (SIGHS)
          Let me guess... Big green head.
          Zoot suit.
           
          OFFICER
          How did you...
           
          KELLWAY
          Whoever this guy is, he's a world
          class twisto.
           
          PEGGY BRANDT, an attractive young woman in her mid twenties, 
          appears besides the other reporters and approaches Kellaway, 
          notepad in 
          hand.
           
          PEGGY
          Excuse me, Lt., I'm with the
          Evening Star. Can you tell me
          what happened here?
           
          KELLAWAY
          Sorry. Too early to comment.
           
          PEGGY
          It looks like some kind of mob
          scare tactic.
           
          KELLAWAY
          I said no comment. Now break it
          up. This is a crime scene.
           
          As the officers disperse the reporters and other onlookers, Peggy 
          slips away from the group. Even though it's closed off with 
          yellow police 
          tape, Peggy slips inside the garage.
           
          INT. MECHANIC'S OFFICE - DAY
           
          The empty garage has been turned into a topsy-turvy nightmare. 
          The same cartoon paint job covers the walls. Peggy looks around, 
          SIFTING 
          through some papers scattered all over the floor. Nothing.
           
          Then she spies the COMPLAINT BOX. Peggy opens it and pulls out a 
          HANDFUL of pink "comment" slips. She looks at them. Almost all of 
          them are from one customer - STANLEY IPKISS.
           
          INT. BANK - DAY
           
          Stanley, still looking rumpled and unshaven, hurriedly takes off 
          his coat and powers up his computer. Charlie steps over to his 
          desk carrying a 
          newspaper.
           
          CHARLIE
          What happened to you last night?
          The girls and I were looking all
          over for you.
           
          STANLEY
          I uh, didn't feel so good. I
          decided to go home early.
           
          CHARLIE
          As a matter of fact, you don't
          look so good. You got to take
          better care of yourself, man.
           
          STANLEY
          How was the club?
           
          CHARLIE
          Are you kidding? It was hotter
          than a pistol. Did you see the
          paper?
           
          STANLEY
          No.
           
          CHARLIE
          Your girlfriend got a great
          review.
           
          Chralie flips open the Entertainment section of the Evening Star. 
          There's a great close-up of Tina singing her heart out with the 
          HEADLINE 
          "Bombshell Explodes at Monnkey's Paw."
           
          MR. DICKEY, the smarmy office manager who is younger than 
          Stanley, now appears.
           
          DICKEY
          Ipkiss! You're forty minutes
          late! Every time you do that
          you're robbing this bank of its
          time and money!
           
          STANLEY
          Sorry, Mr. Dicky. It won't
          happen again.
           
          DICKEY
          (snatches newspaper)
          If you weren't so busy ogling
          girlie pictures you'd get some
          work done around here.
           
          CHARLIE
          Ah... She's a prospective client
          of Stanley's, sir.
           
          DICKEY
          (sudden attitude change)
          She is? Well... Next time she
          comes in see that you send her
          directly to my office.
           
          STANLEY
          Yes sir, Mr. Dickey.
           
          Dickey tosses the paper back on Stanley's desk and marches off 
          through the bank.
           
          CHARLIE
          Look at that little creep. If
          it wasn't for his daddy he'd be
          out somewhere shakin' down school
          kids for lunch money.
           
          Stanley toys with the Kleenex that bears Tina's lipstick "kiss".
           
          STANLEY
          You think she ever will come back,
          Charlie?
           
          CHARLIE
          Who knows? Forget about her,
          Stanley. A dame like that is
          always looking for the B.B.D.
          The bigger better deal. Ask her
          what her sign is and she'll say
          dollar.
           
          STANLEY
          You don't know that. She's an
          artist. Maybe she's sensitive.
           
          CHARLIE
          Yeah. She can sense a guy's
          credit line at two hundred yards.
          Stanley, you need a girl you can
          depend on. Someone a little more
          down to earth... someone like...
           
          ANGLE ACROSS THE BANK
           
          as Peggy Brandt stops by a teller's window, looking sharp and 
          pretty in a blazer and jeans.
           
          PEGGY
          Excuse me, can you tell me where
          I can find Stanley Ipkiss?
           
          BACK TO CHARLIE
           
          CHARLIE
          Like her! Someone like her.
          (straightens tie)
          As a matter of fact I could use
          someone like her myself.
          (rises as Peggy approaches)
          Hel-lo there. May I be of some
          assistance?
           
          PEGGY
          Stanley Ipkiss?
           
          Charlie begrudgingly points to Stanley.
           
          PEGGY (CONT.)
          Hi. I'm Peggy Brandt. I'm with
          the Evening Star.
           
          STANLEY
          Oh, hi. I already have a
          subscription, thanks.
           
          PEGGY
          Oh no, actually I just wanted to
          ask you a few questions.
           
          STANLEY
          Really? About what?
           
          PEGGY
          Ripley Auto Finishing. You're
          a customer of theirs aren't you?
           
          STANLEY
          I... uh. No. I think you must
          have made a mistake.
           
          Peggy produces one of the complaint slips.
           
          PEGGY
          Isn't this a form of theirs you
          filled out?
           
          STANLEY
          (nervous chuckle)
          Oh, that Ripley Auto. I guess
          I have stopped in there once or
          twice, Miss... what did you say
          your name was?
           
          PEGGY
          Peggy Brandt.
           
          STANLEY
          Wait a minute... Peggy Brandt of
          "Ask Peggy"?
           
          PEGGY
          That's right.
           
          STANLEY
          (brightens up)
          You printed my letter last year,
          remember? "Nice Guys Finish
          Last."
           
          PEGGY
          You're Mr. Nice Guy? Stanley do
          you realize how much mail we got
          about that letter? There's
          hundreds of women out there who
          are looking for a man just like
          you.
           
          STANLEY
          Are you serious?
           
          PEGGY
          Of course. DO you know how hard
          it is to find a decent man in this
          town? Most of them think monogamy
          is some kind of wood.
           
          STANLEY
          Why are you covering this story?
           
          PEGGY
          They cut my salary. I just can't
          make it by on "Dear Peggy"
          anymore. The truth is, I want
          to be a real reporter and if I
          can break this story I know
          they'll let me.
          (sits closer)
          Look Stanley, I know Ripley Auto
          is a crooked operation. They may
          even have had ties to the Mob.
          I'm not out to get you. I just
          want the truth.
           
          STANLEY
          I wish I knew the truth, Peggy.
          I really do.
           
          CUT TO:
           
          EXT. MONKEY'S PAW ENTRANCE - AFTERNOON
           
          A well dressed MAN checks from beneath his sunglasses to see 
          nobody's watching and RAPS on the door. It opens and he quickly 
          DISAPPEARS 
          inside.
           
          INT. DORIAN'S OFFICE
           
          Sweet Eddy escorts him inside. The man removes his glasses and 
          glances about nervously. Dorian sits at his desk. Dr. Freeze and 
          Chun Woo 
          are going over an array of high tech burglary equipment laid out 
          on the air hockey table.
           
          DORIAN
          Good afternoon, Councilman Snell.
          Nice of you to drop by.
           
          SNELL
          Cut the crap. Dorian. What's so
          important that I had to come here
          in person?
           
          Dorian gazes out the window to the Valhalla Casino.
           
          DORIAN
          I got a little job for you, Tom.
          I want you to pull the Swede's
          gambling license.
           
          SNELL
          That's impossible. He was
          approved six months ago.
           
          DORIAN
          Pull a few strings. Find
          something in the fine print. I
          don't care how you do it, but do
          it. You owe me.
           
          SNELL
          (CHUCKLES)
          I owe you nothing, you little
          piece of shit. I got your
          liquor license when nobody else
          would touch...
           
          Dorian suddenly EXPLODES, overturning his desk and sending Snell 
          tumbling backwards. In less than a heartbeat, he grabs Snell by 
          his shirt 
          ffront, SLAMS him up against the wall, SMASHES a whiskey bottle 
          and presses the jagged edge to his throat.
           
          Snell hangs there whimpering. Dorian has a crazed look in his 
          eyes as he gazes at the Councilman's lapel.
           
          DORIAN
          (SOFTLY)
          That's pretty. What is that, a
          carnation?
           
          Snell nods. Dorian takes a deep whiff.
           
          DORIAN (CONT.)
          Nice. Hey, Eddy... call my
          florist. Two dozen pink
          carnations to Mrs. Snell with my
          regrets over her husband's
          untimely accident.
           
          Tears begin to well up in Snell's eyes.
           
          SNELL
          (GASPING)
          No... please. I can do it. I
          can make it happen.
           
          Dorian eases back... brushes off Snell's coat.
           
          DORIAN
          That's smart. You're a very smart
          man. Now pull yourself together.
          Look at you.
           
          Dorian picks up an Uzi from Dr. Freeze's equipment.
           
          DORIAN (CONT.)
          Shut the Swede down, Snell. We'll
          buy him out cheap with a little
          collateral the bank is about to
          provide us.
          (looks at his men)
          And Gentlemen... we are going to
          be in the casino business.
           
          CUT TO:
           
          EXT. STANLEY'S BROWNSTONE - NIGHT
           
          Distant sirens can be heard over the occasional sound of a 
          gunshot. It's a reasonably peaceful night in Edge City.
           
          INT. STANLEY'S BEDROOM - NIGHT
           
          CAMERA SLOWLY PANS off of Tina's picture, which is now taped to 
          Stanley's dresser mirror... to Stanley himself as he tosses and 
          turns in a 
          fitful sleep. Milo lies curled up at the foot of the bed. He 
          looks concerned over the little noises Stanley is making in his 
          sleep.
           
          CAMERA PUSHES INTO AN E.C.U. of Stanley as we
           
          DISSOLVE THROUGH INTO:
           
          STANLEY'S DREAM - a 1940s noir-style montage:
           
          Huge soft-lit faces loom over him, one dissolving into the 
          next... Tina, luminous and breathtaking speaks under heavily 
          lidded eyes.
           
          TINA
          Or it could be two lovers.
          That would be the woman on top,
          of course...
           
          Charlie looms up out of the darkness.
           
          CHARLIE
          Forget her, Stanley. Ask her what
          her sign is and she'll say dollar.
           
          Mr. Dickey appears, glaring down angrily at Stanley.
           
          DICKEY
          Every time you're late Ipkiss,
          you're robbing this bank!
           
          The shrink from the "larry King Show" floats by on a cloud of 
          pipe smoke.
           
          DR. NEUMAN
          We must repress our Id... our
          deepest darkest desires.
           
          Finally Tina again standing beside the limo as she was that night 
          in the Monkey's Paw alley:
           
          TINA
          Hey, are you okay.
           
          Stanley stands at the curb, but this time he's not splattered 
          with mud. He's decked out in first class Armani and looks suave 
          as hell. He looks 
          straight into her eyes.
           
          STANLEY
          I am now. C'mere, baby.
           
          TINA
          (SWOONS)
          Oh, Stanley!
           
          She runs to his arms and they embrace in a passionate kiss. But 
          Tina suddenly pulls back and begins rapidly licking Stanley's 
          ear... which is 
          kinda weird.
           
          E.C.U. - STANLEY
           
          STANLEY
          Tina?
           
          Stanley suddenly realizes Milo is licking his ear... and he's 
          just woken up.
           
          STANLEY (CONT.)
          Milo, down.
           
          He pushes Milo away, tosses back the covers and rises out of bed. 
          It's still the dead of night and Stanley is all in a huff from 
          his dream.
           
          He spots Tina's clipping on his dresser mirror and rips it off, 
          upset with himself.
           
          STANLEY (CONT.)
          Stupid, stupid. She'd never...
           
          Stanley wheels about and to his complete surprise sees...
           
          THE MASK
           
          Through his bedroom window, propped up on the fourth story ledge. 
          Its leering grin seems to beckon Stanley as we begin to hear the 
          POUNDING beat of the Mask F.X. theme.
           
          STANLEY
           
          stands transfixed, staring at the moonlit face. He can almost 
          hear echos of faint whispered VOICES calling his name. A deadly 
          siren song above 
          the pounding drums.
           
          STANLEY
          (SOFTLY)
          No...
           
          He backs away from the window.
           
          E.C.U. - THE MASK
           
          shimmers as the WHISPERS grow louder.
           
          STANLEY
           
          takes a last look at the crumpled picture of Tina in his hand and 
          finally loses control. He bolts from the room.
           
          EXT. BALCONY - NIGHT
           
          Stanley is a driven man as he makes his way out onto the narrow 
          ledge. Milo tugs at his pajama leg, but Stanley kicks him away 
          and climbs out 
          over the ledge.
           
          THE LEDGE
           
          Stanley wavers precariously on the crumbling masonry, then 
          catches his balance. His face is bathed in sweat as he gazes at 
          the leering face. 
          F.X. music THUNDERS in his head.
           
          THE MASK
          (faint echos)
          Stanley... Stanley.
           
          Stanley tries to steady himself, his eyes transfixed on his 
          prize.
           
          STANLEY
          Just... one... last... time.
           
          He lurches back out and makes his way one shaky step at a time 
          towards the mask.
           
          MILO
           
          watches from the apratment window, whimpering softly.
           
          C.U. - THE LEDGE
           
          Narrow masonry begins to crumble.
           
          STANLEY
           
          carefully reaches down, his fingers just brushing the mask as he 
          teeters out over nothingness. Night traffic whizzes by down 
          below.
           
          THE MASONRY
           
          cracks away.
           
          STANLEY
           
          SCREAMS as he begins to fall, jamming the mask to his face.
           
          INT. APARTMENT
           
          The window suddenly EXPLODES inwards as the whirling Stanley/Mask 
          tornado bursts into the room. Milo dives for cover.
           
          The tornado scorches the rug as it wheels around the room, then 
          SCREECHES to a halt, revealing the Mask in his full glory. He 
          strikes a grand 
          entrance pose with his arms held high.
           
          MASK
          (SINGS)
          I gotta be me! I just gotta be me!
           
          He ZZZIPS into the bathroom
           
          INT. BATHROOM
           
          The Mask sticks the picture of Tina on the bathroom mirror and 
          blows her a kiss.
           
          MASK
          (a'la Big Bopper)
          Oooooh Bay-bee. I knoooooows what
          you likah!
           
          He sprouts a couple of extra arms as he madly brushes his teeth, 
          sprays on cologne and bats himself with a powder puff all at 
          once.
           
          He ZZZIPS into the bedroom.
           
          INT. BEDROOM
           
          The Mask stands before a full length mirror and checks himself 
          out. With a magical "hands are quicker than the eye" move, he 
          CHANGES 
          wardrobe instantly... now posing in an effete fashion victim Don 
          Johnson-style suit.
           
          MASK
          The G.Q. look?... Naw.
           
          In a TWINKLING he's changed again: now in MTV Rapper-style over-
          sized jeans and backwards baseball cap.
           
          MASK (CONT.)
          501's?
          (shakes his head)
          For buttonheads only.
           
          He changes again in a flash... This time he's naked except for 
          his Calvin Klein underwear (his stomach muscles appear super-cut 
          washboard-style).
           
          MASK (CONT.)
          Marky Mark, eat your heart out.
           
          He changes one last time and appears in a wild banana yellow zoot 
          suit complete with a snap brim fedora. That's the ticket!
           
          MASK (CONT.)
          S-s-s-mokin! Now let's see...
           
          The Mask quickly searches his pockets. He pulls his pants pockets 
          inside out and a moth flutters out.
           
          MASK (CONT.)
          What? Seems to be a minor cash
          flow problem here! I don't like
          to keep a lady waiting, but...
          (points a finger in the air)
          First things first!
           
          The Mask ZZZIPS out of frame.
           
          CUT TO:
           
          EXT EDGE CITY BANK - NIGHT
           
          The street is quiet and empty, except for a Dipsy Doodle Diaper 
          delivery van parked across from the bank.
           
          INT. TRUCK
           
          Crowded with Dorian's men, it's been set up as a makeshift 
          control room for the robbery. Dr. Freeze SLAPS a clip in his 9mm 
          and looks down 
          through the van's false bottom to Sweet Eddy, who is standing in 
          an open manhole working on a bundle of underground wiring.
           
          DR. FREEZE
          What's the E.T.A.?
           
          SWEET EDDY
          Another five minutes.
           
          Freeze synchronizes his watch.
           
          DR. FREEZE
          Counting down... now.
           
          Freeze presses a button on the side of a miniaturized headset 
          he's wearing
           
          DR. FREEZE (CONT.)
          (into headset)
          Lookin' good here, my man.
           
          INTERCUT - DORIAN'S OFFICE
           
          He sits at his desk, speaking into a high tech walkie talkie. In 
          the B.G. Dorian's wall-mounted video monitors display live shots 
          of the club in full 
          swing.
           
          DORIAN
          Nice work, Freeze. You boy are
          on your own now. I've got to make
          sure I'm seen downstairs.
           
          DR. FREEZE (V.O.)
          Do it, man. The Doctah is about
          to operate.
           
          INT. VAN
           
          Freeze turns to his men.
           
          DR. FREEZE
          Gentlemen...
          (cocks his gun)
          Let's do our duty and grab the
          booty.
           
          The burglars gather their gear when suddenly the bank alarm 
          starts RINGING.
           
          Freeze looks down the hole to Sweet Eddy.
           
          DR. FREEZE (CONT.)
          What the hell you doin', fool?
           
          SWEET EDDY
          Nothing! I didn't do nothing!
           
          FREEZE
          (to the others)
          C'mon! You keep that motor
          runnin'!
           
          EXT. BANK
           
          Freeze and company race across the street with guns drawn.
           
          ANGLE ON THE BANK DOORS
           
          Freeze and Chun Woo flatten themselves on either side of the door 
          as Burglar #4 drops to one knee and quickly picks the lock.
           
          Suddenly the glass doors EXPLODE wide open as a HUMAN WHIRLWIND 
          bursts out of the bank, shoots right past them and zig-zags up 
          THE 
          street. Twenty dollar bills slowly drift down onto the stunned 
          robbers in its wake.
           
          In an instant the whirlwind does a U-turn, zig-zag races back up 
          to them and SCREECHES to a halt. The Mask, still in his banana 
          yellow zoot suit 
          and carrying huge sacks of money like Santa Claus, plucks those 
          stray twenties from the air, one, two, three.
           
          MASK
          Sorry, fellas. Waste not want
          not!
           
          And ZZZOOM, he's off again. HOOTING laughter like a maniac.
           
          Freeze pulls his gun.
           
          DR. FREEZE
          Get that sucker!
           
          Two cop cars now SQUEAL around the corner, their sirens blaring 
          and ROAR up the street at the bank robbers.
           
          DR. FREEZE
          Oh, shit!
           
          The robbers race back to the van, dive inside and PEEL OUT. The 
          police open fire as they roar after them in hot pursuit. Bullets 
          tear into the 
          van, blowing out the rear windows.
           
          CUT TO:
           
          EXT. MONKEY'S PAW
           
          The die-hard crowd of TRENDIES is piled up outside as usual 
          clamoring to get in. But a buzz of excitement begins to travel 
          through the crowd 
          as one by one they notice...
           
          A LIMOUSINE
           
          But not just any limousine. As it slowly pulls up by the front of 
          the club we realized it's long... longer... the longest limousine 
          we'vve ever seen. 
          Finally the passenger door rolls into sight and the limo comes to 
          a halt.
           
          The door bursts open and out leaps the Mask.
           
          THE MASK
          Ah... my public!
           
          The crowd parts like the Red Sea as the Mask sashays to the front 
          door. Bobby the Bouncer gets one look at the Mask and actually 
          loses his 
          cool.
           
          BOBBY
          Er, uh... Are you on the list?
           
          THE MASK
          No, but I believe my friends are.
          (fans a wad of cash)
          Jackson, Lincoln and Roosevelt.
           
          He tosses a handful of loot in the air and struts into the club 
          as the crowd scrambles for the cash.
           
          INT. MONKEY'S PAW
           
          This is the first time we've gotten a good look at the place and 
          it's a real eyeful. CAMERA BOOMS DOWN TO REVEAL its wild tropical 
          DECOR 
          complete with live exotic birds in huge indoor Banyon trees. 
          WAITRESSES in leopard skin leotards make their way across the 
          crowded dance 
          floor with trays full of oversized tropical drinks.
           
          CAMERA ENDFRAMES as the hostess seats Dorian at his favorite 
          ringside table and removes the "reserved" sign. The lights dim an 
          all eyes 
          go to the bandstand.
           
          ANGLE OF THE BANDSTAND
           
          A spotlight hits the stage and tropical ferns part like a 
          gigantic fan revealing...
           
          TINA CARLYLE
           
          in a glittering gown that's made of little more than sequins and 
          mesh. If there were such a thing as fashion police this dress 
          would be arrested 
          for disturbing the peace.
           
          She talks/sings the intro of her number a capella.
           
          TINA
          There's all kinds of men
          In this old world
          That seek the affections
          Of a beautiful girl.
           
          But of the men from
          Which to choose
          There's only one type
          That I... ap...aprooove.
           
          And now the band slides in, in classic torch song style as Tina 
          sings "Checks Appeal". She works the room throughout the song, 
          driving the 
          men crazy as she lingers by each table.
           
          TINA (CONT.)
          You can keep your cowboys
          on the farm
          The gigolos don't make me warm
          It's mink my fingers
          crave to feel
          I need a man with checks appeal.
           
          ANOTHER ANGLE
           
          The Mask is seated at a table on the other side of the club and 
          immediately reacts when he lays eyes on Tina.
           
          His eyes BUG OUT on stalks, an AHOOGA horn sounds and his heart 
          starts POUNDING wildly, shooting two feet out of his chest with 
          EACH 
          beat. Customers at nearby tables are astonished.
           
          TINA (CONT.)
          Pretty boys are such a bore
          There's manly macho types galore
          But you'll always know
          The diamond's real
          If you've got a man with checks appeal.
           
          The Mask snatches a bottle off a passing WAITRESS' tray and sucks 
          it down in one gulp. His head VIBRATES like an electric paint 
          shaker. 
          WWWOOOING! He CLAPS both hands on his head to hold it still.
           
          DORIAN'S TABLE
           
          Sweet Eddy looks nervous as hell as he appears beside Dorian.
           
          DORIAN
          What the hell are you doing here?
           
          EDDY
          We got trouble. You better come
          upstairs.
           
          Dorian immediately rises and hurries through the corwd towards 
          his office.
           
          ANGLE ON THE MASK
           
          as he continues to ogle Tina. His face now elongates into a 
          wolf's. He HOWLS, WHISTLES, pounds his fist on the table and 
          stomps his foot on 
          the floor.
           
          TINA
          Don't want to see too fanatic
          But dollar signs are so romantic
          I want a love
          That's deep and real
          Just with a man that's got...
          (big finish)
          Checks ap-peaaal.
           
          The audience goes crazy. Tina takes a bow.
           
          Suddenly the Mask ZZZIPS around the perimiter of the club, leaps 
          up on top of the piano and SNAPS his fingers. A spotlight hits 
          him.
           
          THE MASK
          Let's rock this joint!
           
          He grabs the stuffy, tuxedoed PIANIST'S stool and spins it hard. 
          When the pianist stops twirling, he been transformed into a hip, 
          BEATNIK 
          BE-BOPPER who immediately starts pounding out a mean BOOGIE-
          WOOGIE.
           
          The Mask produces a conductor's baton from thin air, spins around 
          and magically whips the rest of the band into a frenzy, WAILING 
          out a 
          driving rock 'n roll tune.
           
          Satisfied with the music, the Mask leaps down onto the dance 
          floor, grabs the astonished Tina and drags her off her feet into 
          a wild special 
          FX JITTERBUG.
           
          THE CROWD
           
          watches amazed as...
           
          THE MASK AND TINA
           
          put Fred and Ginger to shame. Jiving away at warp speed, the Mask 
          movves like a combination of Gumby and Barishnikov. He SHOOTS 
          TINA 
          beneath his legs, SNAPS her back into midair, SPINS her like a 
          baton and hits the floor in the splits without missing a beat.
           
          THE MASK
          S-s-s-smokin!
           
          CUT TO:
           
          INT. DORIAN'S OFFICE
           
          Dorian and Sweet Eddy enter to find Dr. Freeze, sitting there, 
          gasping in pain with a bar towel pressed against a bloody wound 
          in his side.
           
          DORIAN
          What the hell happened to you?
           
          FREEZE
          I'll be okay. Nobody puts the
          chill on Freeze.
           
          DORIAN
          Where's the money?
           
          FREEZE
          Deal went south, Bro'. Someone
          else hit the place before we did.
           
          DORIAN
          Who?
           
          FREEZE
          Don't know. Dude looked like
          a freakin' goblin or something.
          Next thing we know there's cops
          all over us, man.
           
          DORIAN
          Where's Chun Woo?
           
          FREEZE
          Takin' a dirt nap. It was bad,
          man. Real bad.
          (swallows hard)
          I need a smoke.
           
          DORIAN
          Yeah... sure.
           
          Dorian taps out a cigarette, places it between Dr. Freeze's lips 
          and lights it... but the flame doesn't draw.
           
          Beat.
           
          The cigarette tumbles from Freeze's mouth.
           
          Dorian glances back up and sees that Dr. Freeze's eyes are glazed 
          over in death.
           
          Dorian leaps to his feat and hurls his chair across the room in 
          anger. It SMASHES the mirror over his bar.
           
          DORIAN (CONT.)
          Son of a bitch! Who did this
          Eddy? Who?
           
          Eddy is staring at Dorian's T.V. monitor. On it the Mask can 
          still be seen in the midst of his wild dance with Tina.
           
          EDDY
          That's him... That's the guy!
           
          Dorian grabs a .45 from his desk, checks the barrel and jams it 
          in his coat.
           
          DORIAN
          Come on!
           
          CUT TO:
           
          INT. DANCE FLOOR
           
          The Mask spins Tina all around him like a top and then SHOOTS her 
          straight up into the air.
           
          Amazingly, she continues somersaulting at the apex of her ascent, 
          suspended in mid-air by her magical momentum.
           
          THE MASK
           
          stands there nonchalantly filing his nails, whistling to himself.
           
          Tina continues to SPIN in place high above him.
           
          THE MASK
           
          casually checks his watch. Without looking up he holds out one 
          hand for the catch.
           
          TINA
           
          perfect timing... A final somesault and she drops right back down 
          into his arms. They go straight back into a rockin' hitterbug 
          without missing a 
          beat.
           
          THE WINDING STAIRCASE
           
          Dorian and Eddy race down the steps, guns drawn. Dorian calls to 
          Bobby by the hostess' stand.
           
          DORIAN
          Clear the club. Now!
           
          DANCE FLOOR
           
          The dance's grand finale. The Mask spins Tina around and around 
          his body like a baton in one of those awful Hawaiian fire dances.
           
          As the band bangs out the final bars of the tune, the Mask 
          SCREECHES Tina to a halt, bends her over backwards and nails her 
          with a Valentino 
          kiss that literally blows her shoes off; SSSMACK! KAPOW!
           
          She hangs onto the Mask's tie for support when BANG the tie is 
          shot in half. Tina falls on her cute behind.
           
          C.U. - TIE
           
          The shot-away piece of the Mask's tie flutters to the floor and 
          MORPHS back into a piece of Stanley's pajamas.
           
          DORIAN
           
          stands at the edge of the dance floor, his smoking gun trained on 
          the Mask.
           
          THE MASK
          (gasps in mock horror)
          Gee willickers! Does this mean
          we won't make the Star Search
          finals?
           
          DORIAN
          This means you won't make it out
          of this club alive if you don't
          tell me where my money is.
           
          THE MASK
          Okay...
           
          The Mask immediately whips out an old fashioned pull handle 
          calculator, snaps on a green visor and starts tabulating. KA-
          CHING.
           
          THE MASK (CONT.)
          (fast talking)
          You got a 27.5% in T-Bills
          amortized over the fiscal yeah
          16-3/4% in stocks and bonds/
          (KA-CHING, KA-CHING)
          Carry the nine and divide by the
          Gross National Product...
           
          DORIAN
          Now cut that out!
          (turns to Eddy)
          Ventilate this goon!
           
          Eddy pulls out his .38 and starts blasting BLAM. BLAM.
           
          The Mask dodges the bullets by contorting his cartoon-flexible 
          body.
           
          BLAM. The Mask SPINS once and freezes in a pirouette, now dressed 
          in a tutu.
           
          BLAM. The Mask SPINS again and stops dressed as a matador, the 
          bullet whizzes under his cape.
           
          BLAM BLAM BLAM
           
          A hockey goalie bats the bullet away.
           
          A Russian Dancer leaps over the shot.
           
          A Cowboy DING! takes the hit.
           
          The Mask staggers back... the forwards in a classic Western death 
          scene. He throws an arm around Sweet Eddy for support.
           
          MASK
          Ak... you got me Pahdnuh.
          (cough... cough)
           
          Eddy seems touched by the Mask's dying words as he holds him in 
          his arms.
           
          MASK (CONT.)
          Hold me close, Red. It's a
          gettin' dark.
          (COUGH)
          Tell Auntie Em to let Old Yeller
          out.
          (cough... cough)
          Tell Tint Tim I won't be makin'
          it home for Christmas.
          (COUGH)
          Tell Scarlet I do give a damn...
          I... I... UUG!
           
          And the Mask gives up the ghost, his pink tongue flops out the 
          side of his mouth. Eddy bursts into tears.
           
          Suddenly a huge cartoon AUDIENCE pops up silhouetted in the 
          foreground, applauding wildly. An off-camera ARM shoots into 
          frame handing 
          the Mask an Oscar.
           
          The Mask leaps to his feet and starts taking bows.
           
          THE MASK (CONT.)
          Thank you! You love me! You
          really love me!
           
          Dorian pulls out his own .45 and opens fire.
           
          The Mask starts HOOTING laughter and ricochets off the dance 
          floor.
           
          Dorian gives chase, but suddenly the nightclub doors are KICKED 
          OPEN and Kellaway and a squad of police burst into the room with 
          THEIR 
          guns drawn.
           
          KELLAWAY
          Drop it, Tyrel!
           
          Dorian lets his .45 CLATTER to the ground. Kellaway retrieves it.
           
          DORIAN
          Hello, Kellaway. You got a
          warrant or did you just drop by
          for a night cap?
           
          KELLAWAY
          I got probable cause. A couple
          of your boys were spotted knocking
          over Edge City Bank.
           
          One of his men begins to roughly frisk Dorian
           
          DORIAN
          Easy, junior. You're givin' me
          a woodey.
           
          KELLWAY
          One of them was wearin' some kind
          of big green mask.
           
          DORIAN
          For once you're on the right
          track, but that's not one of my
          men. Maybe you ought to try a
          little actual police work instead
          of this harassment bullshit.
           
          KELLAWAY
          This isn't harassment. You want
          to see some harassment?
          (to his men)
          Search the place, boys.
           
          His men begin to tear the club apart.
           
          DORIAN
          Ever wonder why you didn't make
          Captain, asshole? I got friends
          so high up they'd give you a nose
          bleed.
           
          Kellaway hauls off and CRACKS him in the face with a solid right 
          cross.
           
          KELLAWAY
          Well what d'ya know? I guess they
          gave you one too.
           
          Dorian shakes it off and glares at him.
           
          DORIAN
          (SOFTLY)
          You're a dead man.
           
          One of the officers now appears on the stairway.
           
          OFFICER
          Lt., we got a stiff upstairs.
          One of the guys from the heist.
           
          KELLAWAY
          (cuffs him)
          Better call that high-priced
          lawyer of yours, Tyrel. You're
          comin' downtown.
           
          DORIAN
          I'll be back on the streets before
          sunrise and you know it.
           
          KELLAWAY
          Then just think of this as the
          city's way of showing you a little
          hospitality.
          (pats him on the cheek)
          I'll stop by to tuck you in
          myself.
           
          As the police drag Dorian outside, Kellaway notices someting on 
          the dance floor.
           
          CLOSER
           
          Kellaway picks up the slice of pajama fabric that was once the 
          Mask's tie and inspects it closely... It's the same fabric 
          Kellaway saw Stalney 
          wearing that morning.
           
          EXT. CLUB
           
          Kellaway exits and walks right past the poster of Tina. Flattened 
          into the poster, with his arm around her, is a cartoon of the 
          Mask. The eyes 
          follow Kellaway as he speaks to TWO COPS guarding the door.
           
          KELLAWAY
          You're on your own, boys.
           
          COP
          Don't worry, Lt. If he's in
          there, well get him.
           
          Kellaway slips the pajamas fabric in his pocket.
           
          KELLAWAY
          And if he's not, I got a
          feeling I know where to find him.
           
          As Kellaway heads for his car, the Mask slips out of the poster 
          (still flat as a pancake), slides along the wall behind 
          unsuspecting policemen 
          and around the corner to safety.
           
          CUT TO:
           
          INT. STANLEY'S BEDROOM - DAWN
           
          Milo GROWLS, Frisbee in mouth. Stanley wakes up with a massive 
          headache and dark rings under his eyes. The Mask, which lies on 
          the pillow 
          next to him is taking a greater and greater toll. There's a 
          BANGING on the door.
           
          LT. KELLAWAY (O.S.)
          Police. Open up.
           
          Stanley runs to the closet to hide the Mask. The instant he opens 
          the door, an avalanche of CASH pours out, suffocating him.
           
          STANLEY
          Oh my god!
           
          LT. KELLAWAY (O.S.)
          Ipkiss! I know you're in there.
           
          Stanley grabs the Frisbee and starts shoveling the money back 
          into the closet. Now the doorbell starts RINGING.
           
          STANLEY
          All right, I'm coming!
           
          Stanley tosses the Mask and the Frisbee into the closet and SLAMS 
          it shut. He scoops up a few stray dollars and throws them under 
          the bed.
           
          He hurries to the door and opens it, an easy smile on his face.
           
          STANLEY
          Lieutenant, what a surprise! What
          can I do for you?
           
          LT. KELLAWAY
          You can answer a few questions.
           
          STANLEY
          I've got to get ready for work.
           
          LT. KELLAWAY
          Trust me. Your bank's opening
          late today.
           
          Kellaway steps into the apartment, without waiting for an 
          invitation. Stanley glances nervously back at the closet. Milo is 
          scratching at the door.
           
          LT. KELLAWAY (CONT.)
          Where were you last night?
           
          STANLEY
          Here... mostly. Is something
          wrong?
           
          LT. KELLAWAY
          Maybe, yes. Maybe, no. Maybe
          it's all just a crazy coincidence
          that this so called "Mask"
          character always seems to be
          wherever you are.
           
          STANLEY
          Mask -- who?
           
          LT. KELLAWAY
          Don't insult my intelligence,
          Ipkiss. First, he's spotted in
          your building, then the bank where
          you work and now I find this at
          the Monkey's Paw.
           
          He displays the TORN PIECE OF FABRIC. It matches the piece 
          missing in Stanley's pajamas. Stanley wilts.
           
          Milo YAPS and leaps up, trying to open the closet door.
           
          STANLEY
          Milo. No!
          (moves the dog away)
          Okay, so I went out on the town
          last night. A guy's got to have
          a little fun.
           
          LT. KELLAWAY
          In your jammies?
           
          Milo is back at the closet door. He's just about got it open as 
          Stanley turns the detective to the door.
           
          STANLEY
          Naw, I just took 'em with me in
          case I didn't make it home. I
          don't know about you, Lieutenant.
          But I've got a pretty good track
          record with the ladies.
           
          Kellaway pulls away from Stanley and begins suspiciously SNIFFING 
          the air around him.
           
          LT. KELLAWAY
          Wait a second... you smell that?
           
          STANLEY
          What?
           
          KELLAWAY
          (SNIFFS)
          Bullshit. I hate the smell of
          bullshit. Don't even think about
          leaving town, Ipkiss. I'll be
          in touch.
           
          Kellaway SLAMS the front door, just as the closet door falls open 
          -- spilling all the cash. Milo happily snatches his Frisbee. 
          Stanley sinks back 
          down on his bed.
           
          STANLEY
          What are we gonna do, Milo? What
          are we gonna do?
           
          C.U. - VIDEO MONITOR
           
          A replay of the bank robbery, from the bank's grainy videocams. A 
          blurred image of the Mask is visible as he zig-zags around the 
          bank at high 
          speed.
           
          WIDER
           
          Kellaway sips a cup of brackish coffee as Oliveras FREEZE-FRAMES 
          the best image of the Mask. There's a wild-eyed look of glee on 
          his face as 
          he stuffs sacks full of money.
           
          DEPUTY OLIVERAS
          I don't know, boss. That's one
          helluva rubber mask.
           
          LT. KELLAWAY
          Where's the lab report?
           
          Oliveras hands it over.
           
          DEPUTY OLIVERAS
          We got fingerprints on some of
          the currency, but nothing matches
          Tyrel's men. Looks like this guy
          beat 'em to the punch.
           
          LT. KELLAWAY
          Get the bank's employee files and
          run down the prints on a guy named
          Ipkiss.
           
          DEPUTY OLIVERAS
          You figure it was an inside job?
           
          LT. KELLAWAY
          Yeah, and all I need is a couple
          of prints to lock this wack job
          up 'till doomsday.
           
          INT. DORIAN'S OFFICE - DAY
           
          Dorian's assembled a war council. At the table are Sweet Eddy and 
          assorted Button Men from the city's underworld. An open attache 
          case filled 
          with stacks of money sits before Dorian.
           
          DORIAN
          A fifty thousand dollar reward
          to the man who finds this "Mask"
          character before the cops do.
          Get the word out to every street
          hustler and low life in this town.
          (pounds his fist)
          I want him here. In my office.
          Alive. By tomorrow! Now get
          going!
           
          Everybody scrambles out of their seats.
           
          Tina sits in the corner of the room, painting her nails. She 
          glances up at Dorian.
           
          DORIAN
          What are you looking at?
           
          TINA
          You. You're losing it Dorian.
           
          DORIAN
          I'm losing nothing. Except maybe
          some extra baggage I don't need
          around here.
           
          TINA
          What's that supposed to mean?
           
          DORIAN
          You weren't putting up much of
          a fight when that green goon
          kissed you last night.
           
          TINA
          C'mon, did it look to you like
          I had a choice?
           
          DORIAN
          Maybe you did and maybe you
          didn't, but I know this, one day
          real soon I'm gonna run this town
          and when I do there's gonna be
          payback for anyone who crossed
          me.
          (glares at her)
          I mean anyone.
           
          CUT TO:
           
          INT. BANK - DAY
           
          The place is in general disarray but still functioning, jammed 
          with worried depositors. Stanley makes his way to his desk, his 
          face pale and 
          unshaven. Dark circles ring his eyes.
           
          MR. DICKEY
          Ipkiss! We have a crisis on our
          hands here and you stroll in over
          an hour late. If I have to put
          up with your slovenly...
           
          Stanley develops an odd facial TWITCH, then...
           
          STANLEY
          (EXPLODES)
          Back off Monkey-Boy, before I tell
          your daddy how you're running this
          branch like it's your own personal
          piggy bank! If the I.R.S. saw
          some of those files we could
          arrange a little vacation for you
          at Club Fed!
           
          Dickey is absolutely shocked into silence by this outburst, 
          then...
           
          MR. DICKEY
          That will be all, Ipkiss.
           
          Dickey turns on his heels and exits. Charlie Schumacher now 
          appears glowing with new respect for Stanley.
           
          CHARLIE
          Woah! What side of who's bed did
          you wake up on?
           
          STANLEY
          I'm not sure.
          (TWITCHES)
          I haven't exactly been myself
          lately.
           
          For a split second, Stanley's entire face CONTORTS into an 
          alarming Mask-like expression.
           
          CHARLIE
          (WARILY)
          Yeah, well you look like you
          could use a little R and R there
          buddy... and as a matter of fact
          I've got just the ticket. Or
          should I say tickets?
           
          STANLEY
          I'm afraid to ask.
           
          Charlie flashes two tickets.
           
          CHARLIE
          Saturday night. Grand opening
          of the Valhalla Casino. Serious
          skirt alert. Everybody who's
          anybody will be there. What do
          you say?
           
          STANELY
          I don't know Charlie, I...
           
          Stanley suddenly spots Tina making her way across the room to his 
          desk.
           
          STANLEY (CONT.)
          Excuse me a second.
           
          ANGLE ON STANLEY'S DESK
           
          STANLEY
          Tina... What are you doing here?
           
          TINA
          I heard about the robbery. I
          guess I just wanted to make sure
          you were okay.
           
          STANLEY
          Oh, don't worry about me.
          (TWITCHES)
          I'm fine.
           
          TINA
          Are you sure? You look a
          little...
           
          STANLEY
          I'm just having a little trouble
          sleeping is all.
          (BEAT)
          I guess you won't want to open
          that account after all this...
           
          TINA
          I'm not so sure I'll have much
          to open an account with anymore.
           
          STANLEY
          What about the nightclub? I
          thought you were doing great.
           
          TINA
          I don't know how much longer I
          can stay there Stanley. Things
          are getting a little intense.
           
          STANLEY
          Well, there must be plenty of
          other places you could sing.
          Maybe even get a record deal...
           
          TINA
          I wish it was that easy. There's
          thousands of girls out there just
          like me who...
           
          STANLEY
          Not just like you. You've got
          a voice like... like an angel.
           
          TINA
          (lights a cigarette)
          An angel huh? That's the first
          time I've heard that one.
           
          STANLEY
          No, I mean it. You really do.
           
          TINA
          I can vamp my way through a tune.
          But that's not really singing.
           
          STANLEY
          What is it with you, Tina? Why
          don't you believe in yourself?
           
          TINA
          (SIGHS)
          I guess I've just heard a lot of
          promises from a lot of guys. In
          the end they all wanted the same
          thing and it wasn't a song.
           
          STANLEY
          So maybe you've been singing for
          the wrong guys.
           
          TINA
          I'm not so sure there's any other
          kind. Not for me, anyway.
          (RISES)
          Well, I'm glad nobody got hurt.
           
          STANLEY
          Yeah.
           
          TINA
          What about this guy, the Mask?
          Do the cops have a line on him?
           
          STANLEY
          I'm not sure. Why are you
          interested?
           
          TINA
          Promise you won't say anything?
           
          STANLEY
          Sure.
           
          TINA
          He came to the club last night
          and he was just so... well,
          different. I haven't been able
          to get him off my mind.
           
          STANLEY
          Really? They say he's pretty
          weird looking.
           
          TINA
          Yeah. He's ugly... but he's kinda
          cool... y'know, like Mick Jagger.
           
          STANLEY
          You really think so?
           
          TINA
          Yeah. If you hear anything about
          him, would you call me at the
          club?
           
          Stanley nods - unsure of what to say. Tina opens the door, but 
          before she exits...
           
          STANLEY
          Actually... I sort of know the
          guy.
           
          TINA
          What?
           
          STANLEY
          The Mask. We're - old college
          buddies him and I.
           
          TINA
          Are you serious?
           
          STANLEY
          Oh yeah. To tell you the truth,
          I'm sorta covering for him on this
          bank thing. He's not such a bad
          guy, really. He just gets a
          little carried away.
           
          TINA
          I'll say. Do you think you could
          give him a message?
           
          STANLEY
          I suppose so.
           
          TINA
          Tell him I want to see him again
           
          STANLEY
          When? I mean, I'd need to tell
          him exactly.
           
          TINA
          How about seven o'clock tonight
          at Peninsula Park.
           
          STANLEY
          I'll be... I mean, I'll make sure
          he's there.
           
          CUT TO:
           
          INT. APARTMENT BUILDING - GARAGE - AFTERNOON
           
          Peggy parks her car in her space, locks it up and beeps on the 
          car horn.
           
          When she turns, she notices a shadowy FIGURE watching her from a 
          bark corner of the garage.
           
          She hurries down the row of parked cars, clutching her purse to 
          her side.
           
          The figure follows at a slow but relentless pace.
           
          Peggy fumbles for her keys, finally finds the correct one and 
          enters the building.
           
          INT. APARTMENT HALL
           
          Peggy is relieved as she reaches her apartment door and slips the 
          key in the lock... but the lock is jammed.
           
          She tries and tries again... nothing. Suddenly, a hand enters 
          frame and SLAPS an eviction notice on her door.
           
          LANDLORD
          Sorry, doll. I had the locks
          changed this afternoon.
           
          PEGGY
          You what? You can't do that!
           
          LANDLORD
          You've known we're going condo
          for six months, Peggy. I can't
          stall the owner a minute longer.
          Either you pony up the downpayment
          or you're out.
           
          PEGGY
          Just a couple more days, Phil.
          The paper's ready to give me a
          full time job.
           
          LANDLORD
          I've heard that one before.
           
          PEGGY
          C'mon, at least let me get a few
          of my things.
           
          Phil considers this a beat, then unlocks the door for her.
           
          LANDLORD
          Don't make me regret this. We
          get a certified check by noon
          tomorrow or a Sheriff will escort
          you out of here.
           
          PEGGY
          Thanks Phil. You're a sweetheart.
           
          Phil exits. Peggy picks up her things when she hears an off-
          camera "Pssst." She turns.
           
          THE FIGURE
           
          stands in the shadows by the fire escape. He's got a voice that 
          sounds like he's been gargling glass.
           
          THE FIGURE
          I heard you were lookin' for a
          story.
           
          PEGGY
          Who... Who are you?
           
          THE FIGURE
          Just a guy with a little
          information lookin' to make a
          buck. But maybe I heard wrong.
          You don't look like much of a
          reporter to me.
           
          Peggy gulps back her fear, determined to live up to her job.
           
          PEGGY
          You give me something worth
          printing and I'll get you your
          money. What's this about?
           
          FIGURE
          The guy they call the Mask and
          why Dorian Tyrel's willing to pay
          fifty large to get him.
           
          PEGGY
          How do I find this Tyrel?
           
          FIGURE
          Careful, sweet meat. You break
          this story and he just might find
          you.
           
          CUT TO:
           
          C.U. DORIAN
           
          as he enters...
           
          EXT. JORGENSON'S SMORGASBORD - AFTERNOON
           
          Dorian and Sweet Eddy casually step through the front door of the 
          restaurant's ersatz chalet facade.
           
          INT. SMORGASBORD
           
          Sweet Eddy takes a position by the door as Dorian greets Artie 
          the Swede at a large oak table in the festeively decorated 
          SMORGASBORD
           
          The Swede is flanked by his gunsels as he's served by a big 
          blonde waitress in a classic peasant girl costume.
           
          SWEDE
          Dorian... thanks for coming by,
          kid.
           
          DORIAN
          My pleasure, Swede. It's been
          too long. I was worried you were
          still pissed about that little
          thing with Harry the Hat.
           
          SWEDE
          That? It was nothing. He was
          a pain in my ass anyway. Here,
          sit down, sit down.
           
          DORIAN
          Congratulations on the new casino.
           
          SWEDE
          Thanks, but it might be a little
          early to celebrate. As a
          matter of fact that's why I asked
          you to stop by.
           
          DORIAN
          Is that right?
           
          SWEDE
          Here... have a little something
          to eat. That's Svenska meatballs,
          kid. The real thing.
           
          DORIAN
          Thanks.
           
          Dorian starts to eat.
           
          SWEDE
          So, I tell you Dorian, it's a
          terrible shame. I put all my hard
          work into this beautiful casino
          and what do you think? All the
          sudden I got all kinda problems
          with the city. Big problems.
          The whole deal could fold.
           
          DORIAN
          Maybe I can help you out. I'm
          expecting to come into a little
          investment capital shortly. If
          worse comes to worse and you
          really need to bail out...
           
          SWEDE
          What a sweet guy. Isn't this guy
          a sweetheart? Thanks for the
          offer Dorian, but I think maybe
          I can solve this myself.
           
          DORIAN
          Is that right?
           
          SWEDE
          That's right. You know that
          Councilman you got in your pocket?
           
          Dorian freezes with a forkful of meatballs halfway to his mouth. 
          He notices a PINK CARNATION squashed into the gravy.
           
          SWEDE (CONT.)
          Well now you've got 'im in your
          mouth. How you like that?
           
          The Swede and his men have a good laugh as Dorian spits out his 
          meatball. The Swede pulls a gun and jams it under Dorian's chin.
           
          Sweet Eddy goes for his gun, but one of the Swede's men pops up, 
          jamming a barrel to his temple.
           
          SWEDE (CONT.)
          (to Dorian)
          Now listen close scumbag! You
          want to bw in business with me?
          Okay, we're partners now. I'm
          takin' fifty per cent off the
          Monkey's Paw. You screw with me
          again and I'll send you straight
          down to Hell with your scumbag
          councilman. You can apologize
          for eatin' him for lunch.
           
          DORIAN
          Sure, Swede. Take it easy.
           
          SWEDE
          Good. Now get out of my sight.
           
          Dorian rises.
           
          SWEDE
          Oh Dorian, here's a couple tickets
          to my grand opening. Stop by.
          And try to dress up nice. It's
          good for business.
           
          CUT TO:
           
          CLOSE ON: NEWSPAPER HEADLINE
           
          "The Mask Robs Bank - Police Scour The City." It's accompanied by 
          a grainy blow-up of the Mask from the bank video.
           
          A HAND
           
          jams a quarter in the slot, opens the machine and pulls out the 
          entire stack of papers.
           
          WIDER
           
          to reveal Stanley, still looking pale and desperate as he dumps 
          the entire stack of papers in a nearby garbage can.
           
          He starts to turn away when he notices an ad on the back of the 
          paper for a book... "The Masks We Wear" by Dr. Arthur Neuman, the 
          SAME 
          man we saw interviewed on "The Larry King Show." The byline reads 
          "The Mysterious Powers of the Identities Within Us."
           
          Stanley rips out the ad and hurries off down the street.
           
          CUT TO:
           
          INT. PSYCHIATRIST'S OFFICE - DAY
           
          C.U. - MASKS... Dozens of them line one wall. Tribal masks. 
          Victorian masks. Ceramic masks. Masks from all countries and 
          cultures.
           
          WIDER
           
          Stanley paces the plush office like a caged animal while Dr. 
          Neuman sits nearby toying with his pipe.
           
          DR. NEUMAN
          This is extremely unusual, Mr.
          Ipkiss. Barging in without an
          appointment or...
           
          STANLEY
          Look, you're the big expert on
          masks, right? Well, I've got an
          emergency here!
          (his face TWITCHES)
           
          DR. NEUMAN
          Try to calm yourself. Now this
          woman you were telling me about,
          I'm not sure I understand the
          problem.
           
          STANELY
          I've got a date with the girl of
          my dreams, only she doesn't know
          it's me...
           
          Stanley suddenly reaches into his briefcase and pulls out the 
          mask.
           
          STANELY (CONT.)
          It's this thing!
           
          DR. NEUMAN
          (takes the mask)
          Very interesting... looks like
          tenth or eleventh century
          Scandinavian. Where did you get
          this?
           
          STANLEY
          (snatches it back)
          I found it... or it found me.
          I'm not sure. The problem is it's
          ruining my life!
           
          DR. NEUMAN
          So you believe this actually
          changes you into a different
          person?
           
          STANLEY
          Yes!
          (face twitches)
          It's turning me into some kind
          of lunatic!
          (briefly CONTORTS into a Mask expression)
           
          DR. NEUMAN
          Mr. Ipkiss, please. This is just
          obsessional dellusion. What you
          have here is nothing more than
          a piece of wood.
           
          STANELY
          But your book says masks...
           
          DR. NEUMAN
          My book uses masks as a metaphor
          for our complex personalities.
          The masks we must present to the
          outside world... to suppress the
          id. To protect our innermost
          desires.
           
          STANELY
          Yeah, well this one works in
          reverse.
           
          DR. NEUMAN
          You're going to have to be willing
          to work on this delusion or...
           
          STANLEY
          It's not a delusion! Alright,
          I'll prove it to you if I have
          to, but I won't be responsible
          for the consequences.
           
          DR. NEUMAN
          Mr. Ipkiss please! There is no
          such thing as a magical mask.
           
          STANLEY
          (holds up mask)
          Last chance to hide all dangerous
          objects.
           
          DR. NEUMAN
          Alright then, go on. You're not
          going to frighten me.
           
          Stanley takes a deep breath and shoves the mask onto his face.
           
          STANLEY
          Whooooooooaaaaa...
           
          He starts spinning around.
           
          DR. NEUMAN
          Whoa, what?
           
          Stanley just stands there like an idiot. Nothing happened. He 
          tries it again. Same result.
           
          STANLEY
          It didn't work?
           
          DR. NEUMAN
          Does that surprise you? The mask
          is nothing but a reflection of
          you - the inner you.
           
          Stanley isn't listening. He's thinking out load.
           
          STANLEY
          It worked last night. And the
          night before. Maybe it only works
          at night... What kind of mask
          did you say this was.
           
          DR. NEUMAN
          Scandinavian. It looks like a
          representation of Loki, the Norse
          God of Mischief. He supposedly
          caused so much trouble that Odin
          banished him from Valhalla
          forever.
           
          STANLEY
          (GASPS)
          What if he banished him... into
          a mask?
           
          DR. NEUMAN
          (SIGHS)
          I'm sorry, Mr. Ipkiss, we're out
          of time.
           
          STANLEY
          But what should I do about my date?
           
          DR. NEUMAN
          Your date?
           
          STANLEY
          You know. Tonight. The park.
          Tina. Do I go as myself of the
          Mask?
           
          Dr. Neuman puts an arm around Stanley and leads him to the door.
           
          DR. NEUMAN
          Mr. Ipkiss, please. Haven't you
          been listening to anything I've
          been saying? Go as yourself.
          And as the Mask.
          (a beat)
          Because they are the one and the same,
          beautiful person
           
          Stanley sees this is a losing battle. He turns and walks out.
           
          CUT TO:
           
          INT. FORD TAURUS - DAY
           
          Lt. Kellaway sits in this unmarked police car, finishing up 
          lunch. The police band comes on. Kellaway grabs it.
           
          LT. KELLAWAY
          Yeah?
           
          OLIVERAS (V.O.)
          I've got that cross-check from
          the bank files.
           
          LT. KELLAWAY
          And?
           
          OLIVERAS (V.O.)
          It's Ipkiss, Alright. Stanley
          Ipkiss.
           
          Kellaway smiles to himself. At that moment -
           
          STANLEY
           
          comes out of Dr. Neuman's office building. He gets in his car and 
          drives off.
           
          OLIVERAS (V.O.)
          You want us to pick him up?
           
          LT. KELLAWAY
          Don't do a thing until I tell you.
          Just keep the SWAT team standing
          by. If this guy's half as bad
          as he's supposed to be we'll need
          all the help we can get.
           
          LT. KELLAWAY
           
          fires up his engine and pulls away.
           
          EXT. PARK - SUNSET
           
          Topiaried ivy reads: "Welcome to Peninsula Park." A small sign 
          below that reads: "No dumping."
           
          Carrying his briefcase, Stanley enters the park.
           
          EXT. BENCH
           
          Stanley passes through a stand of trees and nearly bumps into 
          Tina.
           
          TINA
          Stanley, what are you doing here?
           
          STANLEY
          Oh, Tina... Hi. You're early.
           
          TINA
          A little.
           
          STANLEY
          I just... wanted to make sure you
          two got together okay.
           
          TINA
          That's nice.
          (sits down)
          You know, I hardly ever stop by
          here. It's hard to believe it
          was just a garbage heap.
           
          STANLEY
          (looking at the sky)
          It's always beautiful at sunset.
          Those methane emissions really
          pick up the colors.
           
          TINA
          Wow. They really do. All those
          pinks and greens.
           
          STANLEY
          Well... I'm sure my cousin will
          be along any minute. He never
          shows up anywhere 'till after
          sundown. He's sort of strange
          that way.
          (RISES)
          I guess I'll get going.
           
          TINA
          No, Stanley. Stay for a second.
          I was thinking about what you said
          and I, uh, I want you to know I
          appreciate it. Maybe you're
          right. If I believed in myself
          a little more I wouldn't rely on
          guys like Dorian.
           
          STANLEY
          Dorian... You mean Dorian Tyrel?
           
          TINA
          Yeah. He's sort of my manager.
           
          STANLEY
          Tina, you've got to be careful
          of that guy. He's a dangerous
          criminal.
           
          TINA
          You really mean that, don't you?
           
          STANLEY
          Absolutely. You ought to hear
          the stories...
           
          TINA
          No, I mean, you're really worried
          about me. That's... real sweet,
          Stanley.
           
          STANLEY
          C'mon, Tina this is serious. How
          involved are you with this guy?
           
          TINA
          I can take care of myself,
          Stanley. I always have.
           
          STANLEY
          Oh, really? People close to Tyrel
          have a nasty habit of turning up
          dead, or haven't you noticed?
           
          TINA
          Look, this may sound a little cold
          but I do what I have to do to get
          by, okay? I'm nobody in this town
          without Dorian.
           
          STANLEY
          And who are you with him Tina?
          I'm not exactly sure who I am
          anymore but at least I'm trying
          to find out. If you really had
          any faith in yourself, you
          wouldn't be hanging on to some
          kind of free ride.
           
          That last bit stung, and Stanley knows it. A shadow falls over 
          them as the last rays of the sun disappear behind the clouds.
           
          STANLEY (CONT.)
          (SIGHS)
          I'm sorry Tina. I guess I better
          get going.
           
          Stanley gets up and hurries off through the trees.
           
          TINA
          (RISES)
          Stanley... wait!
           
          But he's already disappeared. Tina starts to follow after when 
          she hears a strange WHOOOSH. A whirlwind begins to kick up the 
          leaves all 
          around her.
           
          The Mask leaps out from behind a stand of trees in all his glory 
          and literally sweeps her off her feet. With his lower lip thrust 
          out he romances 
          Tina in a deep syrupy French voice.
           
          THE MASK
          Cher! Ce moi! Je'taime, Je'
          taime, Je any old tame! At last
          we are together mon petite bon
          bon!
           
          ANGLE ON THE BUSHES
           
          Kellaway, Doyle, and two other officers are watching from a 
          distance. He speaks into his walkie talkie in hushed tones.
           
          KELLAWAY
          This is Kellaway. I need back
          up and I need it now! Every
          available man down to Peninsula
          Park.
           
          INT. NEWSROOM - BULLPEN
           
          MURRAY, an old timer newshound hurries into the room, grabs his
          notebook and pulls on his coat.
           
          MURRAY
          Looks like it's gonna be a long
          night. My wife is gonna kill me.
           
          PEGGY
          What is it, Murray?
           
          MURRAY
          The cops got your pal Ipkiss
          staked out at Peninsula Park.
          We just picked it up over the
          police band.
           
          PEGGY
          Let me cover it, Murray! You go
          on home to Claire.
           
          MURRAY
          I don't know, Peggy. Ramsey
          said...
           
          PEGGY
          (grabs her coat)
          I'll take care of Ramsey. Thanks
          a million. I owe you one.
           
          She gives Murray a quick peck on the cheek and runs out the door.
           
          CUT TO:
           
          EXT. PENINSULA PARK
           
          The Mask is all over Tina like a cheap suit, stroking her hair 
          grabbing her bod. She's definitely having second thoughts about 
          him as he backs 
          her up to the bench.
           
          THE MASK
          Our love is like a red red rose,
          and I'm feeling so thorny already,
          I'd like to nip you in the bud!
           
          She ducks his grab, but he recovers smoothly, flipping out a pack 
          of cigarettes. He pops one in her mouth.
           
          THE MASK (CONT.)
          Cigarette?
           
          His hand is a blur of motion as he sticks dozens of cigarettes in 
          her mouth.
           
          THE MASK (CONT.)
          Regular? Menthol? Filter?
          Cigar? Cigarette? Tiparillo?
           
          He produces a huge blow torch from within his jacket and pops on 
          the flame.
           
          THE MASK (CONT.)
          Let me get that for you!
           
          He grabs the gigantic wad of cigarettes as if they were one, puts 
          them in his own mouth and applies the blow torch. With one mighty 
          SSSUCK 
          he smokes them all down to gray ash.
           
          Beat.
           
          The ash tumbles away.
           
          THE MASK (CONT.)
          (exhales a huge cloud of smoke)
          Aaaaaah. And now... amore!
           
          He throws his arms wide and lunges at Tina.
           
          KELLAWAY
          Freeze!
           
          The Mask freezes in mid-air, arms outstretched and feet suspended 
          off the ground.
           
          KELLAWAY (CONT.)
          Put your hands up!
           
          The Mask's lips barely move as he speaks in a tiny voice out the 
          side of his mouth.
           
          THE MASK
          But eu 'tol me 'oo freeze!
           
          KELLAWAY
          Alright, alright. Unfreeze!
          You're under arrest!
           
          The Mask instantly drops to the ground and throws himself into 
          wildly exaggerated expressions of remorse and pain.
           
          THE MASK
          Under arrest! My god! The Law!
          I knew I'd forgotten something!
          (TEARS)
          I was so young! So foolish! So
          full of life!
           
          Tears are gushing from Stanley/Mask's eyes like twin water taps. 
          He puts his hands out and Kellaway slaps on the cuffs.
           
          THE MASK (CONT.)
          What... What'll they do with me,
          Sarge?
           
          KELLAWAY
          Sorry, son. That's not my
          department. Search him!
           
          Doyle reaches into the Mask's zoot suit and starts tossing stuff 
          on the ground.
           
          DOYLE
          Comb - Flintstones vitamins -
          Sousaphone - Bazooka -
          (PAUSE)
          picture of Kellaway's wife...
           
          Kellaway looks down at the photo. It really IS a picture of his 
          wife with a handwritten note: "Call me, lover - 555-1234!"
           
          KELLAWAY
          What the --?
          (PAUSE)
          Margaret!
           
          Furious, Kellaway LUNGES at Stanley/Mask's neck. Two other 
          officers restrain him.
           
          KELLAWAY
          You son of a bitch -- !
           
          STANLEY/MASK
          Jeez, I figured you had a sense
          of humor!
          (PAUSE)
          After all, you married her!
           
          Stanley/Mask honks Kellaway's nose which makes a loud AHOOGA 
          noise and runs for it.
           
          Kellaway starts to follow, but discovers he's now handcuffed to 
          Doyle.
           
          KELLAWAY
          Get him!
           
          The other police officers draw their guns and give chase as 
          Stanley RICOCHETS off through the trees hooting laughter.
           
          EXT. PARK ENTRANCE
           
          A twelve foot high stone wall surrounds the park. Stanley/Mask 
          races through the entryway, SLAMMING the park's huge wooden gates 
          behind him.
           
          CLOSER - THE GATE
           
          The Mask throws an iron bolt, SNAPS on a huge padlock, SLAMS down 
          a steel plate ZZZIPS up a gigantic zipper, HAMMERS in dozens of 
          nails at high speed and throws himself against the gate 
          panting...
           
          But then his eyes BUG OUT on stalks as he sees what lies on the 
          opposite side of the gate.
           
          STANLEY'S P.O.V.
           
          COPS... more COPS than seems humanly possible. They're in cars, 
          armed antipersonnel carriers, hanging from trees, parachuting 
          FROM 
          helicopters...
           
          And they're all aiming serious looking guns at HIM.
           
          BULLHORN VOICE
          It's all over! Put your hands
          over your head or we'll open fire.
           
          Stanley/Mask looks around, like he's trying to figure a way out 
          of this mess - then -
           
          STANLEY/MASK
          Hit it!
           
          With that, a police SPOTLIGHT SNAPS on, and the brightly lit park 
          entry-way becomes a beautifully lit stage. Stanley/Mask strikes a 
          pose, 
          now wearing a straw hat "boater" and weilding a cane.
           
          Pedestrians with radios and ghetto blasters look down in shock as 
          a RUMBA begins playing from every speaker in town. 
          Stanley/Mask SWAYS seductively in time to the music.
           
          A FEMALE COP steps forward, a look of surprise spreaading over 
          her face as, against her will, she opens her mouth in song.
           
          FEMALE COP
          They rave about Sloppy Joe - the
          Latin lothario - but Havana -
          has a new sensation.
           
          It's "Cuban Pete RUMBA" by Desi Arnaz! (Yes, this is a real 
          song!)
           
          FEMALE COP (CONT.)
          He's really a modest guy -
          although he's the hottest guy -
          in HavAAAAna - and here's what
          he has to saaaay -
           
          Stanley/Mask steps up to the "stage" and tilts the boater over 
          his eyes, casting a sly glance toward the crowd.
           
          STANLEY/MASK
          ("Latin" voice)
          They call me Cuban Pete - I'm
          King of the Rumba beat - every
          time I play the maracas I go chick
          chick chickie boom!
           
          Gene Kelly on acid, Stanley/Mask punctuates his number with any 
          number of sly gestures - winking, nodding, sliding seductively 
          down a 
          street lamp post, doing repeated "splits" on the sidewalk - it's 
          his big number!
           
          The cops watch this with open mouthed astonishment.
           
          ANGLE ON STONE WALL
           
          Kellaway climbs over two of his men to scale the wall. He can't 
          believe his eyes. Doyle clamors up beside him.
           
          DOYLE
          Hey, he's not bad.
           
          Kellaway shoots him a dirty look.
           
          STANLEY/MASK
           
          waltzes into the street, prancing just inches from the heavily 
          armed cops. His legs twine around each other like spaghetti, then 
          his upper torso 
          SPINS until they're straightened out again.
           
          STANLEY/MASK
          (still singing)
          Yessir, I'm Cuban Pete! The craze
          of my native street! When I start
          to dance everything goes chick
          chick chickie boom!
           
          Like some weird, loony case of mass hypnosis, Stanley/Mask waits 
          for the "musical break" to coax the armed cops into JOINING him 
          on the 
          number - as the rough and tumble equivalent of CHORUS GIRLS!
           
          ANGLE - LOOKING DOWN FROM HELICOPTER
           
          The street takes the look of a Busby Berkeley musical as the cops 
          HIGH STEP in time to the infectious RUMBA beat.
           
          EXT. STONE WALL - NIGHT
           
          Kellaway leaps/tumbles down from the wall into some bushes and 
          scrambles to his feet. He can't believe his eyes. His cops, his 
          tac squad, his 
          friggin' SWAT team - they're ALL in the street, dancing with this 
          crazy maniac!
           
          Stanley/Mask sidles up to a heavily armed female SWAT officer, 
          "dirty dancing" her across the street -
           
          STANLEY/MASK
          The senoritas they sing, and how
          they sling their sombreros --!
          (It's very nice! So full of
          SPIIIIICE--)
          (dip!)
          And when they're dancing they
          bring a happy ring to their
          vaqueros - they sing their song,
          all the day loonnnggg -
           
          Doyle crash lands beside Kellaway and starts out to join the 
          others, but Kellaway grabs him by the back of his jacket.
           
          KELLAWAY
          You go out there and I'll blow
          your brains out!
           
          Furious, Kellaway yanks open the door of an abandoned squad car, 
          pulls out a tear gas gun and fires into the air. The sharp REPORT 
          AND 
          stinging gas seems to break the spell of THE MASK. The music 
          suddenly STOPS and the high stepping cops stagger away from the 
          CHORUS 
          line, looking confused.
           
          LT. KELLAWAY (CONT.)
          Goddamn it! Arrest that thing!
           
          The cops - shaken back to reality - fumble for their weapons.
           
          THROUGH THE SMOKE
           
          The Mask takes off - dashing into the crowd.
           
          KELLAWAY
           
          spots the Mask and races after him, calling his men.
           
          KELLAWAY (CONT.)
          This way!
           
          THE MASK
           
          bumps into an OLD LADY who SCREAMS at his hideousness.
           
          The Mask realizes how obvious he is. He turns away and brings his 
          arms to his head. There's a RIPPPING sound. And when he turns 
          around, 
          the Mask has now transformed back into...
           
          STANLEY
           
          Carrying the mask, Stanley tries to blend in with the crowd.
           
          KELLAWAY
           
          followed by a handfull of officers bears down on him.
           
          KELLAWAY
          Halt! Halt or we'll shoot!
           
          Stanley quickly cuts down...
           
          A NARROW ALLEY
           
          Stanley races down the lane - cops hot on his trail. Bullets 
          EXPLODE all around him. Just as he reaches the next street...
           
          A CAR
           
          screeches to a halt - almost running Stanley over. The window 
          rolls down revealing...
           
          PEGGY BRANDT
           
          PEGGY
          Stanley! Get in!
           
          Stanley jumps into the passenger seat.
           
          INT. PEGGY'S CAR - MOVING - NIGHT
           
          Peggy rips around the bend, easily outdistancing the cops.
           
          STANLEY
          Thanks. Where are we going?
           
          PEGGY
          Someplace where we'll be safe.
           
          EXT. DAILY TRIBUNE BUILDING - NIGHT
           
          The streets are empty.
           
          INT. NEWS SHIPPING ROOM - NIGHT
           
          Stanley and Peggy sit on stacks of bound newspapers in the vast 
          shadowy shipping room. In the b.g., a huge machine spews out 
          hundreds of 
          newspapers on an assembly line. Everything's mechanized: 
          printing, folding, wrapping.
           
          Peggy hands Stanley a cup of coffee. He's a complete wreck, 
          clothes disheveled, rings under his eyes.
           
          PEGGY
          I saw it. I saw the whole thing.
          What's happening to you, Stanley?
           
          STANLEY
          It's crazy... I've lost all
          control. When I put on this mask
          I can do anything... be anything,
          but it's ruining my life.
           
          PEGGY
          Stanley, I don't know what's
          happening to you, but I do know
          this. That letter you sent my
          column was from a guy with more
          guts and heart than any of the
          creeps I've met in Edge City.
          Whatever this mask is, you don't
          need it. You... Stanley Ipkiss,
          are already all you ever need to
          be.
           
          STANLEY
          Gosh, Peggy. Do you really mean
          that?
           
          PEGGY
          (PAUSES)
          Actually... no.
           
          STANLEY
          What?
           
          We now hear a door open and footsteps.
           
          PEGGY
          (RISES)
          What took you guys so long? I've
          been vamping here for twenty
          minutes.
           
          Dorian and three of his men stand there with their guns trained 
          on Stanley.
           
          DORIAN
          This is him?
           
          PEGGY
          You have the fifty thou?
           
          Sweet Eddy FLICKS open a briefcase lined with cash.
           
          PEGGY (CONT.)
          Right. When he puts on the mask
          he becomes that green thingamajig.
           
          STANLEY
          (still dumbfounded)
          Peggy, what are you doing?
           
          PEGGY
          Sorry, Stanley. You really are
          a great guy, but I just can't lose
          my condo. You know how hard it
          is to find an apartment in this
          city.
           
          Sweet Eddy and a second thug grab Stanley and hang him over the 
          steel maw of the whirring news press.
           
          DORIAN
          Okay Ipkiss. Where's the money
          from the heist?
           
          STANLEY
          My aparment. It's in my
          apartment!
           
          DORIAN
          Thanks. Now I believe you have
          a pressing engagement.
           
          PEGGY
          Hey, you said you wouldn't hurt
          him!
           
          Dorian toys with the wooden mask, enjoying his control over the 
          situation.
           
          DORIAN
          You're right. Easy boys. One
          thing at a time. Tell me about
          this mask, Ipkiss. How does it
          work?
           
          STANLEY
          I don't know... You just put it
          on!
           
          The Mask FX theme builds, Dorian raises the mask to his face.
           
          SWEET EDDY
          Better be careful, boss.
           
          With a CRACK of thunder a whirlwind of light and power swirls 
          around Dorian's figure. Unlike Stanley's transformation, Dorian's 
          is much more 
          diabolical. He grows and changes within a nimbus of ROARING 
          light. Finally the light dies away and Dorian/Mask rises from a 
          circle of swirling 
          smoke.
           
          C.U. DORIAN/MASK
           
          While Stanley was a zoot suited bee-bopper in hyper-drive, 
          Dorian/Mask is more like a hulking evil GENIE, fresh out of the 
          lamp and pissed at 
          the world. His diamond earring and touches of his neuvo-gangster 
          look is still apparent, but his huge grin stretches out like a 
          TYRANNOSAURUS 
          Rex's under eyes that glow green with wicked power. His voice is 
          a deep inhuman RUMBLE.
           
          DORIAN
          What a rush.
           
          SWEET EDDY
          Whoa, boss... are you okay?
           
          DORIAN/MASK
          I'm better than ever, you idiot.
          Now stop the presses. There'll
          be a new headline tonight.
           
          Sweet Eddy stands there looking disappointed with Ipkiss still 
          held dangling above the churning presses.
           
          SWEET EDDY
          But what about him?
           
          Dorian/Mask wheels about and ROARS at Sweet Eddy.
           
          DORIAN/MASK
          DO AS I SAY! I have other plans
          for Ipkiss. Everything's become
          so clear to me now!
           
          Peggy sheepishly reaches for the suitcase.
           
          PEGGY
          Ah... excuse me. If you don't
          mind, I'll just take my money and
          be going. You guys make
          yourselves at home.
           
          Dorian/Mask slides up to Peggy threateningly.
           
          DORIAN/MASK
          Must you go? What a shame. You
          and I could make beautiful
          headlines together.
           
          Peggy removes his arm from her shoulder.
           
          PEGGY
          Thanks, anyway. That wasn't part
          of the deal.
           
          Peggy snatches the briefcase, but Dorian/Mask blocks her exit.
           
          DORIAN/MASK
          Of course. You only want what's
          coming to you, don't you?
           
          Peggy whips out a snub-nose .38 out from beneath her coat.
           
          PEGGY
          Back off Freakazoid. I wasn't
          born yesterday.
           
          DORIAN/MASK
          Ah... But you might die today!
           
          Dorian throws the switch and the presses CHURN to life. In a 
          flash he snatches Peggy off her feet.
           
          DORIAN/MASK (CONT.)
          A girl like you deserves
          to have her face plastered all
          over page one.
           
          He tosses her into the grinding mill of steel and paper.
           
          CAMERA BOOMS DOWN as Peggy's feet disappear between the presses' 
          huge rollers and continues down, down past the whirling gears and 
          hydraulics to finally ENDFRAME on the chute where the newspapers 
          roll out on a conveyor belt.
           
          Headlines in blood red ink now read: "Reporter Killed in Freak 
          Accident" next to a picture of a slightly flattened-looking 
          Peggy, her mouth open 
          in a silent scream.
           
          SWEET EDDY
          What do we do with Ipkiss?
           
          DORIAN/MASK
          The police are looking for the
          Mask. We shall give them the
          Mask. And Eddy...
           
          SWEET EDDY
          Yeah, Dorian?
           
          DORIAN/MASK
          Get the boys ready. The Swedes'
          expecting us at the casino opening
          tomorrow night. We wouldn't want
          to disappoint him, would we?
           
          Dorian/Mask throws his head back and lets loose a deep BOOMING 
          LAUGH. It's unnerving even to Eddy, but he laughs nervously in 
          RESPONSE 
          and elbows the other thugs to join in.
           
          CUT TO:
           
          INT. STANLEY'S APARTMENT - NIGHT
           
          The door is kicked open and two of Dorian's henchmen burst into 
          the room. Milo leaps off the couch and scrables behind the 
          curtains. They 
          yank open the closet door and start scooping the cash into 
          plastic garbage bags.
           
          EXT. STREET - CAR
           
          Stanley lies in the back seat, gagged, bound hand and foot and 
          half hidden under a blanket. A thug in the driver's seat pokes 
          his .45 under 
          Stanley's nose.
           
          THUG
          That money better be where you
          said it was, Ipkiss or you can
          Ipkiss your ass goodbye.
           
          He chuckles at his own little joke.
           
          INT. APARTMENT
           
          Milo peeks out from behind the curtain as the henchmen finish 
          their job. He ducks behind the curtain and looks out the window.
           
          MILO'S P.O.V.
           
          of the henchmen's car. Stanley can barely be seen peeking out the 
          car window. The henchmen pushes him back down.
           
          MILO
           
          His ears perk up. The boss is in trouble! He checks back outside 
          the curtain.
           
          THE HENCHMEN
           
          finish up and start out the door carrying the trash bags. Milo 
          races right by them, just out of sight.
           
          EXT. STREET
           
          The henchmen hop in and start the engine. As the car peels out 
          into traffic, Milo appears, valiantly racing along the sidewalk, 
          DODGING 
          pedestrians and cross-traffic to keep the car in sight.
           
          CUT TO:
           
          EXT. POLICE STATION - NIGHT
           
          Dejected, Lt. Kellaway heads up the steps with Sgt. Doyle.
           
          LT. KELLAWAY
          I still can't believe it.
          Hardened cops dancin' in the
          streets... and broadcast all over
          the ten o'clock news.
           
          DOYLE
          The SWAT team got an offer to open
          for Wayne Newton.
           
          LT. KELLAWAY
          I'm history. The Captain's going
          to have my badge for breakfast.
          With a little pension on top.
           
          DOYLE
          C'mon Lieutenant, it wasn't your
          fault. Something will turn up.
           
          LT. KELLAWAY
          Sure. Stanley Ipkiss is going
          to fall right into my lap...
           
          A car SCREECHES BY. The door flies open and a BODY comes tumbling 
          out - knocking Kellaway down. He looks up at the body sitting in 
          HIS 
          lap -
           
          LT. KELLAWAY
          ...Ipkiss!
           
          STANLEY
          I can explain everything...
           
          DOYLE
          Don't bother.
           
          Doyle pulls a GREEN RUBBER MASK out of Stanley's pocket. Kellaway 
          starts hauling him up the precinct steps.
           
          LT. KELLAWAY
          You have the right to remain
          silent, you freakin' Looney Tune.
          Anymore of your half-baked
          wisecracks can and will be used
          against you by me, personally...
           
          STANLEY
          You've got to listen to me!
           
          Kellaway and Doyle drag Stanley into the precinct - just as MILO 
          charges up. But the dog is shut out of the station.
           
          INT. JAIL CELL - NIGHT
           
          Bruised, beaten and exhuasted - Stanley's thrown into a small 
          cell. The KEY-GUARD locks the cell up - then walks away.
           
          Stanley looks around his dismal quarters. A filthy toilet. The 
          cot even worse. There's a YOWLING. He climbs up on the cot and 
          looks out the 
          small, barred window.
           
          STANLEY'S P.O.V.:
           
          There's a dumpster below the window, overflowing with trash. Next 
          to the trash heap - is MILO. The dog looks up at Stanley and YIPS 
          happily. 
          Stanley forces a smile.
           
          STANLEY
          Go find yourself a new home, Milo.
          It looks like I'm going to be here
          for a long long time...
           
          Milo watches Stanley recede back into the cell.
           
          INT. JAIL CELL - DAWN
           
          Stanley lies on his cot - staring at the ceiling. The Guard bangs 
          on the door.
           
          GUARD
          Wake up. You gotta visitor.
           
          STANLEY
          About time you found me a
          lawyer...
          (a beat)
          ...Tina?
           
          TINA
          Hello, Stanley.
           
          STANLEY
          What's wrong? Your boyfriend kick
          you out for not delivering me on
          schedule?
           
          TINA
          Is that what you think - that
          I set you up?
           
          STANLEY
          I don't know. But I've got plenty
          of time to figure it out.
           
          TINA
          You're just going to have to trust
          me on this.
           
          STANLEY
          Now is not the best time for
          me on trusting women.
           
          TINA
          I ran out on Dorian last night,
          Stanley. I just came to tell you
          I'm sorry. Sorry about
          everything.
           
          STANLEY
          You ran out on him?
           
          TINA
          That magic mask of yours turned
          him into some kind of monster...
           
          STANLEY
          He wasn't exactly Mother Theresa
          in the first place.
           
          TINA
          He's going to the casino opening
          tonight and he's planning to do
          something terrible.
           
          STANLEY
          A real change of pace for him.
           
          TINA
          Half this town will be there
          Stanley. I tried to tell the
          cops, but they wouldn't listen
          to me.
           
          STANLEY
          As long as he's got the mask,
          there's nothing they can do to
          stop him anyway. There's nothing
          anyone can do.
           
          TINA
          There must be some way. How does
          it work?
           
          STANLEY
          (PAUSES)
          It's like it brings you innermost
          desires to life. If deep down
          inside you're a little repressed
          and... a hopeless romantic, you
          become sort of a love-crazy wild
          man.
           
          TINA
          And if you've got a black heart?
           
          STANLEY
          Then the world's going to be a
          very dark place. And if I were
          you, I'd get out of town. Fast.
           
          Tina takes a beat and absorbs this information.
           
          TINA
          Thanks.
           
          STANLEY
          For what?
           
          TINA
          Lots of things. For really
          believing in me when I couldn't.
          For sharing a sunset with me.
          For being the first guy to treat
          me like I was a person instead
          of a slab of meat.
          (a beat)
          And for being any kind of
          romantic. Even a hopeless one.
           
          STANLEY
          (SOFTENING)
          You're welcome.
           
          TINA
          You know, that night at the club
          I knew I met someone special.
          Someone like nobody I'd ever met
          before.
           
          STANLEY
          The Mask.
           
          TINA
          No... the guy that was inside the Mask
          all the time. You. Stanley Ip -
           
          They draw closer. The iron bars scrunch up their faces...
           
          TINA (CONT.)
          --kiss.
           
          They KISS. A sweet, soft and romantic kiss. Then... the KEY-GUARD 
          pulls her away.
           
          KEY-GUARD
          Time's up, lady.
           
          TINA
          I've got to disappear for awhile
          Stanley. I'm not sure where I'll
          go but I'll let you know as soon
          as I can.
           
          Stanley takes a long last look at Tina as she's escorted out.
           
          EXT. STATION - DAY
           
          Warily, Tina slips out of the precinct. She's about to cross the 
          street, but spots a SUSPICIOUS LIMO, engine idling. Quickly, she 
          doubles back 
          and heads -
           
          INTO THE ALLEY
           
          Behind the station. She looks over her shoulder. No one's there. 
          Tina hurries toward the next street and -
           
          A BIG SEDAN
           
          roars up, cutting her off. She turns and runs back the way she 
          came - but freezes when THE LIMO screeches up, blocking her.
           
          Sweet Eddy and Hicks jump out of the limo. She SCREAMS.
           
          INT. STANLEY'S CELL - AT THE WINDOW - SAME TIME
           
          Stanley watches helplessly as Tina is dragged into the limo. 
          Frantic, Stanley runs to the cell door.
           
          STANLEY
          (to the Key-Guard)
          Hey! A girl's being kidnapped
          out there! Do something!
           
          THE GUARD tunrs up the volume on JEOPARDY, drowning Stanley out.
           
          EXT. DORIAN'S HOUSE - DAY
           
          A slick/modern house on the hills overlooking Edge City. Sweet 
          Eddy pulls Tina from the limo.
           
          INT. DORIAN'S HOUSE
           
          Sweet Eddy and Huey enter and push Tina roughly into the room. 
          Dorian rises to meet her.
           
          DORIAN
          (SARCASTICALLY)
          Baby, there you are...
          (he embraces her)
          I was gettin' all worried about
          you.
           
          TINA
          I just went out for a little while
          Dorian.
           
          Sweet Eddy holds up a small suitcase and an overstuffed shoulder 
          bag he got from her car.
           
          DORIAN
          Looks like maybe a long little
          while, right baby?
           
          Dorian grabs her by the throat and SLAMS her against the wall. 
          The pictures rattle.
           
          DORIAN
          You know what happened to the last
          bitch that ran out on me? Do
          you?!
           
          TINA
          (CHOKING)
          No...
           
          DORIAN
          Nobody else does either. Nobody
          ever will.
           
          He tosses her onto the bed. She lies there gasping for breath.
           
          DORIAN
          Now fix yourself up, baby. And
          pick out something pretty to wear
          tonight.
           
          Dorian picks up the mask and admires it.
           
          DORIAN (CONT.)
          We're going to make a big splash
          at that opening. One this town
          will never forget.
           
          CUT TO:
           
          INT. JAIL CELL - DAY
           
          Agitated, Stanley paces around the room. Stanley's eyes pop open. 
          An IDEA! He stands up, clunking his heaad on the upper bunk. 
          STANLEY 
          peers down the hall and sees
           
          THE KEY GUARD
           
          watching a TV boxing match. He's CHEWING on the leather key-chain 
          strap. There's a half eaten sausage and a wedge of cheese on the 
          desk.
           
          STANLEY
           
          climbs up on the cot and looks out the window.
           
          STANLEY
          (stage whisper)
          Milo!
           
          EXT. THE ALLEY - SAME TIME
           
          Just a pile of trash. The dog's gone. Then... a RUSTLE. A filthy 
          blanket moves... and MILO emerges from it - tail waggling as he 
          sees Stanley.
           
          The little dog jumps up, helplessly trying to reach the window.
           
          STANLEY
          Come on, boy!
           
          Milo gets an idea. He jumps on boxes and trash bags, using them 
          as steps. He climbs higher and higher until he's reached the top 
          of the 
          dumpster.
           
          STANLEY (CONT.)
          Come on, Milo!
           
          Milo jumps from the dumpster. He almost reaches the window, but 
          falls back down again into the trash heap.
           
          The dog leaps a second time. On this jump, Stanley grabs him and 
          brings him through the bars.
           
          INT. JAIL CELL - CONTINUOUS
           
          Stanley gathers Milo up in his arms. The dog licks his face and 
          YELPS joyously. Stanley muzzles him and peeks -
           
          DOWN THE HALL
           
          The Key-Guard's SNORING in his chair. The chewed leather key-
          chain strap is still in his MOUTH. His half-eaten sausage and 
          cheese still lies 
          before him.
           
          STANLEY
           
          shows Milo the guard, then whispers in the dog's ear.
           
          STANLEY
          Keys, Milo. Get the keys!
           
          Milo cocks his head at the sound of the word KEYS. He zips out 
          through the bars.
           
          INT. HALLWAY - CONTINUOUS
           
          Milo trots down the hall and approaches the key-guard's station. 
          The dog stares and sniffs at the SNORING man.
           
          INT. STANLEY'S CELL - A MOMENT LATER
           
          Milo returns, slipping back into the cell.
           
          STANLEY
          Good boy...
           
          He pulls the wedge of cheese out of the dog's mouth.
           
          STANLEY (CONT.)
          I said "keys" not "cheese"! Keys.
          K-E-Y-S... keys!
           
          Stanley pushes the dog back out the cell.
           
          FOLLOWING MILO
           
          He approaches the guard and stops - staring at the keys dangling 
          from the man's mouth. Milo jumps up on the desk and bites down on 
          THE 
          key-chain. He starts to pull when...
           
          The guard stirs and almost wakes up. Milo freezes. A moment 
          later, the guard starts SNORING again. Milo grabs the keys and 
          trots back to 
          Stanley's cell.
           
          STANLEY
          Atta boy, Milo. Now let's see
          if we can get out of here.
           
          CUT TO:
           
          EXT. VALHALLA CASINO - SUNSET
           
          Built on pilings at the edge of the marina, the extravagant 
          Vegas-like structure looks like a stylized Viking castle. 
          (Production note: Key mater 
          shots will be matte paintings.)
           
          REPORTERS and tuxedoed GUESTS crowd around as the Swede and town 
          DIGNITARIES prepare to cut a huge red ribbon and officially open 
          the casino.
           
          Two statuesque BLONDES in scanty Valkyrie (Viking goddess) 
          costumes present the Swede with a gigantic pair of SCISSORS. The 
          CROWD 
          applaudes and flashbulbs POP.
           
          THE SWEDE
          So, ladies and gentlemen with a
          special thanks to Mayor Tilton
          and everyone else who made this
          possible, I give you... the
          Valhalla Casino.
           
          With a mighty SNAP of the scissors the Swede cuts the ribbon and 
          the doors of the casino open wide.
           
          CUT TO:
           
          EXT. STREETS - SUNSET
           
          Dorian's limo barrels through the streets of Edge City followed 
          by two sedans full of his men.
           
          C.U. - THE SUN
           
          as it disappears behind the clouds. CAMERA PULLS BACK as the 
          limo's moon roof slides shut. We tilt down to discover Dorian and 
          Tina, 
          dressed to the nines for the opening. Dorian holds the mask in 
          his lap.
           
          DORIAN
          It's almost time.
           
          Tina nervously starts to light a cigarette. Dorian snatches the 
          lighter away from her.
           
          DORIAN (CONT.)
          I wouldn't do that, Sweetie. We
          don't want to start the
          celebration early.
           
          Dorian flips back a blanket covering four compact wooden crates 
          marked "C-7 - Caution U.S.M.C. Demolition Materials."
           
          DORIAN (CONT.)
          Now sit back and try to relax.
          I've got to change for the party.
           
          Dorian slowly raises the mask to his face as Tina watches in 
          horror.
           
          EXT. LIMO
           
          The tinted glass LIGHTS UP from inside like muted fireworks as 
          Dorian's transformation begins.
           
          CUT TO:
           
          INT. POLICE STATION - C.U. - SLEEPING GUARD
           
          CAMERA PANS from his snoring mouth down to his gun as a hand 
          carefully lifts it out of his holster.
           
          WIDER
           
          Gun in hand, Stanley silently backs away with Milo at his side.
           
          The Guard chokes off a snore and begins to wake up. He sees 
          Stanley's cell door standing open and goes for his gun... but 
          grasps air.
           
          STANLEY
           
          puts one hand over his eyes and slams the butt of the gun down as 
          hard as he can on the Guard's head. THONK. The Guard drops back 
          DOWN 
          on his chair unconscious.
           
          Stanley peeks from beneath his hand and regards his work. Not 
          bad. Milo yips happily.
           
          STANLEY
          Come on.
           
          Stanley turns and starts for the door when he bumps straight into 
          Lt. Kellaway.
           
          KELLAWAY
          Ipkiss!
           
          Stanley is shocked, but quickly realizes he's got the gun. He 
          points it at Kellaway with greater authority.
           
          STANLEY
          Hold it! I warn you! I'm
          seriously stressed out here!
           
          KELLAWAY
          Easy, Ipkiss. Don't be an idiot.
          You're in the middle of a police
          station. There's no way you're
          just going to walk out of here.
           
          STANLEY
          (PAUSES)
          You're right.
           
          Stanley pockets Kellaway's gun while keeping him covered with the 
          Guard's gun. He pulls the handcuffs from Kellaway's belt and 
          begins to 
          handcuff the two of them together.
           
          KELLAWAY
          Now what are you doing?
           
          STANLEY
          Putting myself in your custody.
           
          KELLAWAY
          You are certifiable.
           
          Stanley unbuttons his shirt and holds it open.
           
          STANLEY
          Milo!
           
          Milo immediately jumps inside and Stanley buttons up. He now 
          looks like he has a pretty nasty pot belly, but otherwise okay.
           
          STANLEY (CONT.)
          Okay. Now we have to hurry or
          we'll miss the party.
           
          KELLAWAY
          Of course. We wouldn't want to
          keep Alice and the white rabbit
          waiting.
           
          Keeping the gun jammed in Kellaway's ribs, Stanley folds his 
          jacket over his gun hand. We hear it cock beneath the jacket. KA-
          LATCH.
           
          STANLEY
          Now move.
           
          CUT TO:
           
          EXT. CASINO
           
          The opening is in full swing as the limo and two sedans pull up 
          to the front doors.
           
          CLOSER - LIMO
           
          as the CAR HOP attempts to open the passenger door, it EXPLODES 
          off and shoots ten feet from the car taking the unfortunate Car 
          Hop with it. 
          Dorian/Mask steps out of swirling mists within the limo in all 
          his wicked green glory.
           
          DORIAN/MASK
          Don't be shy, Tina. I know how
          you like to make an entrance.
           
          He pulls her out of the limo.
           
          DORIAN/MASK
          And I must say, that's a dress
          to die for. Or should I say in?
           
          Dorian's men scramble, hauling the C-7 out of the limo and racing 
          off into the darkness with their automatic weapons.
           
          CUT TO:
           
          INT. POLICE STATION
           
          Lt. Kellaway and Stanley march past POLICEMEN, FELONS and 
          CITIZENS in the front desk area looking stiff and unnatural as 
          hell. Doyle 
          waves hello from the coffee service as he munches on a chocolate 
          doughnut.
           
          DOYLE
          Hi Lieutenant. Where are you
          taking Ipkiss?
           
          KELLAWAY
          Ixnay! Ehay's otgay an ungay...
          ouch!
           
          Stanley jams him in the ribs with that hidden gun.
           
          DOYLE
          What did you say?
           
          Milo pokes his head up out of Stanley's shirt, but Stanley 
          instantly pushes it back down. Doyle does a double-take wondering 
          what's wrong 
          with this picture as they continue their stiff-legged walk out 
          the door. Doyle gives an uncertain wave with his half-eaten 
          doughnut.
           
          DOYLE (CONT.)
          ...See ya.
           
          CUT TO:
           
          INT. CASINO
           
          CAMERA BOOMS DOWN. The casino is a true Caesar's Palace style 
          show place featuring a dragon-prowed Viking ship that's the 
          CENTERPIECE 
          of the room. The gaming floor is packed with happy PARTY GOERS.
           
          CAMERA ENDFRAMES on Charlie Schumacher as he snatches a drink off 
          a passing WAITRESS' tray and turns to a gorgeous Valkyrie change 
          girl whose helmet has two large horns sticking out of it.
           
          CHARLIE
          Hello tall, Nordic and beautiful.
          One look at you and I know how
          your hat feels.
           
          Suddenly Mrs. Peenman appears, pushing her way past Charlie with 
          a paper bag filled with quarters.
           
          MRS. PEENMAN
          Out of my way, Buster. Mama feels
          lucky tonight.
           
          She jams a quarter in a slot machine right behind Charlie and 
          throws her weight behind the handle.
           
          ANGLE ON THE FRONT DOORS
           
          as they suddenly EXPLODE inward, blowing Security Man off their 
          feet.
           
          Dorian/Mask steps through the smoking ruin dragging Tina after 
          him. He's flanked by a half dozen of his heavily armed men.
           
          DORIAN/MASK
          Now... let the games begin!
           
          Armed Security pull their weapons, but are immediately blown away 
          by the thugs. The crowd is thrown into a panic.
           
          CUT TO:
           
          INT./EXT. POLICE CAR
           
          As it tears through the streets of Edge City with its siren 
          BLARING. Kellaway sits in the rear of the car with his hands 
          cuffed behind his back. 
          Stanley's at the wheel with Milo at his side. Kellaway is livid.
           
          KELLAWAY
          Ipkiss, I'll have you locked up
          for this so long sex will be safe
          again!
           
          Kellaway is thrown into the door as Stanley SCREECHES around a 
          corner.
           
          CUT TO:
           
          INT. CASINO
           
          The frightened crowd mills about in terror as Dorian's thugs seal 
          off the exits. They frisk down their captives for loot and 
          jewelry. Orlando runs 
          up to Dorian/Mask with canvas sacks filled with money.
           
          ORLANDO
          We scored over half a mil from
          the safe!
           
          A SECURITY GUARD now pops out from behind a mock-stone pillar and 
          opens fire on Dorian. BLAM. BLAM. BLAM.
           
          Orlando dives for cover. The bullets seem to have no effect as 
          Dorian rips a Viking spear off a wall display and hurls it 
          straight across the room 
          with supernatural force.
           
          The spear SKEWERS the Security Guard, sends him flying back and 
          PINS him to a slot machine which immediately rings TILT and 
          spills out 
          quarters.
           
          DORIAN/MASK
          You can come out now, Orlando.
          I think he got the point.
           
          Dorian hauls Tina over to the Vikin ship where his men are wiring 
          up boxes of C-7 and sticks of dynamite. He slams her up against 
          the prow as 
          his men lash her in place with coils of rope.
           
          TINA
          Let me go you bastard!
           
          DORIAN/MASK
          What's wrong darling? This is
          your big production number. You
          of all people know how important
          it is to go out with a bang.
           
          Dorian pulls his walkie talkie out.
           
          DORIAN/MASK (CONT.)
          Eddy... How goes it?
           
          EXT. PIER - PILINGS
           
          Sweet Eddy and two other Thugs are busy wiring explosives to the 
          pillars that support the pier the casino rests on.
           
          SWEET EDDY
          All set boss.
           
          INT. CASINO
           
          Dorian plugs the timer into the nexus of all the wiring.
           
          DORIAN/MASK
          Excellent. The real party starts
          now and ends in...
          (sets timer)
          Thirty minutes.
           
          EXT. CASINO - PARKING LOT
           
          Stanley SCREECHES to a halt in the cop car.
           
          INT. CAR
           
          He turns to Kellaway, brandishing his gun.
           
          STANLEY
          Okay. When I push the red button
          the safety is off, right?
           
          KELLAWAY
          I'm not helping you, Ipkiss.
           
          STANLEY
          Alright, suit yourself.
          (to Milo)
          You stay and be a good boy.
           
          As soon as Stanley shuts the door Milo starts pawing at the 
          handle.
           
          INT. CASINO
           
          The Swede scrambles under a crap table to escape the mayhem and 
          bumps into Mayor Tilton.
           
          TILTON
          Hey, watch it! Oh, Arnie...
           
          Suddenly the entire table is lifted away as if it were a child's 
          toy and they look up into the evil grinning of Dorian/Mask.
           
          DORIAN/MASK
          Swede... my dear, dear business
          partner. And Mayor Tilton! What
          a surprise. We have just enough
          time left to play my favorite
          game!
           
          INT. CASINO KITCHEN
           
          As Stanley sneaks in an employee's door, the coast looks clear. 
          He snaps off the kitchen lights.
           
          Stanley spots a THUG standing guard outside the kitchen's double 
          doors. He ducks back down behind a barrel and gets an idea. The 
          label on 
          the barrel reads "Olive Oil".
           
          INT. CASINO
           
          The Thug seems to be enjoying the mayhem when he hears an off 
          camera WHISTLE. He pulls out his .45 and cautiously enters the 
          kitchen to 
          investigate.
           
          INT. KITCHEN
           
          The Thug enters, brandishing his gun and cautiously makes his way 
          into the kitchen.
           
          C.U. - FOOT
           
          He steps into a large slick of olive oil and his legs shoot right 
          out from under him. SLAM.
           
          THUG'S P.O.V.
           
          as he slides across the kitchen floor at high speed.
           
          THUG
          Whoaaaaa!
           
          Suddenly Stanley pops up from behind the overturned barrel with a 
          huge frying pan and slams it right into camera. CLANG.
           
          STANLEY
           
          plucks the gun from the unconscious Guard and sneaks into the 
          casino.
           
          INT. CASINO
           
          Stanley appears out of the kitchen doors and gets the attention 
          of the nearest captive party-goers.
           
          STANLEY
          Pssst. You guys. Over here.
           
          Charlie turns around.
           
          CHARLIE
          Stanley! What are you doing here?
           
          He motions them over to the kitchen and hands Charlie the gun.
           
          STANLEY
          Start sneaking people out the
          back. Watch out for the oil.
           
          Stanley now makes his way deeper into the casino.
           
          EXT. PARKING LOT - POLICE CAR
           
          Milo finally manages to pop the lock and the car door opens. He 
          scurries off towards the casino.
           
          INT. CASINO
           
          The Swede struggles desperately as he's tied to a spoke of a huge 
          wooden NUMBERS WHEEL, a kind of upright roulette wheel that's one 
          OF 
          the casino's attractions. Mayor Tilton and two other town 
          dignitaries are tied to the other three spokes.
           
          SWEDE
          Let me offa this thing, you
          lousy scumbag!
           
          Dorian/Mask pulls three Viking hand axes off a wall display and 
          casually begins to juggle them.
           
          DORIAN/MASK
          Sorry Swede. I've got an ax to
          grind with you. In fact I got
          a couple and I'm afraid they may
          give you a splitting headache!
           
          He nods to one of his men who gives the wheel a big spin. As the 
          captives SCREAM Dorian prepares to throw his first ax.
           
          DORIAN/MASK (CONT.)
          Round and round she goes. Who
          dies first, nobody knows!
           
          ANGLE ON THE VIKING SHIP
           
          Stanley pops up behind the dragon-prow and starts untying Tina.
           
          TINA
          Stanley!
           
          STANLEY
          Hang on, Tina.
           
          TINA
          Stanley, look out!
           
          Stanley ducks just as a Viking ax splits the dragonhead right 
          next to him in half.
           
          Dorian ROARS with rage as he rushes across the room to the boat.
           
          Stanley pops back up firing his gun. BLAM. BLAM. BLAM.
           
          Dorian takes the direct hits. He grins horridly at Stanley and he 
          extends his slimy tongue.
           
          C.U. - TONGUE
           
          The bullets all stand there on end in a neat little semi-circle.
           
          Dorian now sucks in a mighty breath. Stanley grabs a Viking 
          shield and protects Tina and himself.
           
          Dorian blows the bullets back at Stanley.
           
          RAT-TAT-TAT-TAT.
           
          They batter the shield. Stanley's knocked backwards from the 
          impact.
           
          A HUGE GREEN CLAW
           
          drags Stanley out and SLAMS up against the prow next to Tina. One 
          of his men immediately begins tying Stanley in place.
           
          DORIAN/MASK
          How touching! The two love birds.
          Just to show you there's no hard
          feelings, I'm going to let you
          spend the rest of your lives
          together.
           
          TINA
          You've got it all wrong! I could
          care less about this creep.
          Nobody could replace you, Dorian.
          Nobody!
           
          DORIAN/MASK
          If you think a line like that's 
          going to save your life, you're
          dumber than he is.
           
          TINA
          (SOFTLY)
          Okay. Maybe it's too late. Then
          all I want is... a kiss.
           
          DORIAN/MASK
          A kiss?
           
          TINA
          One last kiss.
           
          DORIAN/MASK
          (a beat)
          Sure, why not...
           
          Dorian/Mask sticks out his slimy TWO-FOOT TONGUE, and stick his 
          eyebrows back. Hiss massive lips flutter as he puckers up. But 
          Tina turns 
          her head way.
           
          TINA
          No! From the real Dorian. The
          guy I used to love.
          (BREATHY)
          Nobody ever kissed me like Dorian
          Tyrel.
           
          ORLANDO
          No time, boss. This building's
          going down any minute...
           
          DORIAN/MASK
          I make the decisions! And I've
          decided...
           
          Tina stares at him dreamily. Ego gets the better of him. He 
          reaches up and RIPS the mask off. SSSSHUPP!
           
          DORIAN/MASK TRANSFORMS BACK INTO DORIAN
           
          DORIAN
          ...to give the girl one last
          thrill.
           
          He plants his mouth on Tina's -- kissing her roughly. Tina really 
          gets into it. But Stanley watches as Tina slyly positions the leg 
          that he 
          freed up. And...
           
          TINA DROP-KICKS THE MASK
           
          right out of Dorian's hand. It flies into the air.
           
          A SERIES OF SLO-MO SHOTS AS...
           
          THE MASK SOARS THROUGH THE AIR...
           
          DORIAN, ORLANDO and SWEET EDDY ON THE RUN...
           
          THE MASK REACHES ITS SUMMIT THEN TUMBLES DOWN THROUGH THE AIR...
           
          HANDS REACH HIGH... FINGERTIPS GRAZE IT...
           
          But then suddenly... shockingly...
           
          A SNOUT, FLAPPING TONGUE AND BARE TEETH
           
          soar straight up through thr human hands and...
           
          MILO GRABS THE MASK
           
          as though it were a Frisbee. Everyone's stunned.
           
          REAL TIME
           
          The dog lands back on the ground -- the mask firmly in his mouth. 
          He starts to run away but... Dorian grabs his hind leg.
           
          DORIAN
          C'mere, you ugly little mutt...
           
          MILO
           
          legs pumping frantically, is losing ground. At the last second, 
          he drops the mask and jams his muzzle into it. Lightning FLASHES.
           
          DORIAN'S
           
          eyes widen as
           
          MILO TRANSFORMS INTO -- DOG/MASK!
           
          His pint-sized doggy body now has a giant-sized GREEN HEAD with a 
          double-row of JAGGED CANINE TEETH. The plain collar now sparkles 
          with GLEAMING STUDS. RAZOR-TOENAILS distend. The eyes glow hell 
          fire green.
           
          DORIAN (CONT.)
          Whoa!
           
          Reflexively, Dorian lets go. Dog/Mask unleashes an incredibly 
          loud SONIC WOOF that explodes glass front slot machines all 
          around them.
           
          DORIAN (CONT.)
          Don't let it get away!
           
          Sweet Eddy lunges at the Dog/Mask. But the canine-creature runs 
          between his legs and CHOMPS DOWN on his butt. The tiny dog picks 
          BIG 
          Sweet Eddy up and shakes him back and forth, like a rag doll.
           
          STANLEY
           
          watches this, then takes a look at the TICKING DETONATOR. Less 
          than a minute to go. He strains at his bonds -- forcing the rope 
          into a 
          FLAMING VIKING WALL TORCH.
           
          Tina winces as Stanley's hand-rope begins to burn.
           
          DOG/MASK
           
          uses Eddy as a club -- knocking other Thugs down.
           
          SWEET EDDY
          Get him off me!
           
          Dorian raises his Uzi and SPRAYS THE AREA WITH GUNFIRE! Dog/Mask 
          leaps away in the nick of time.
           
          ORLANDO
          C'mon! We've got the money.
          Let's get the hell out of here!
           
          DORIAN
          I gotta have that mask!
           
          Dorian chases Dog/Mask into the maze of slot machines.
           
          STANLEY
           
          burns through his ropes. He frees himself and races to the 
          detonator. 15 - 14 - 13 - 12
           
          IN THE MAZE OF SLOT MACHINES
           
          Dorian stalks Dog/Mask, whistling for him to come. A stream of 
          WATER now trickles down on him from above.
           
          Dog/Mask is in the chandelier taking a whiz and snorting doggie 
          laughter. Dorian sprays the ceiling with gunfire, but...
           
          DOG/MASK
           
          pounces on Dorian, knocking him flat, then races out of sight.
           
          VIKING SHIP
           
          Stanley yanks one wire after another, but the timer still ticks 
          down -- 5 - 4 - 3 - 2 -- Stanley pulls the last wire. The timer 
          stops. Tina exhales, 
          relieved, as Stanley unties her.
           
          TINA
          (kissing him)
          You did it...
           
          C.U. - TIMER
           
          as it TICKS back to life... 2 - 1 - 0!
           
          A muffled EXPLOSION rumbles from beneath the floorboards.
           
          EXT. THE PIER - NIGHT
           
          The two front support pilings BLOW UP.
           
          INT. CASINO - SAME TIME
           
          The entire floor TILTS. Gaming tables and slot machines start to 
          slide by. Stanley grabs Tina and hangs onto the prow of the boat.
           
          STANLEY
          Milo! Milo, come!
           
          Dog/Mask appears racing up the tilting floor and leaps into the 
          boat as...
           
          THE LAST TWO PILINGS BLOW UP!
           
          The entire casino floor drops straight down.
           
          THE SHIP SLIDES
           
          straight across the gaming floor towards the huge front doors.
           
          DORIAN
           
          SCREAMS as the boat slides right over him.
           
          EXT. HARBOR - NIGHT
           
          The Viking ship CRASHES through the doors and SPLASHES down in 
          the marina as the entire casino sinks into the water.
           
          EXT. VIKING SHIP - NIGHT
           
          It bobs for a moment, then floats! Stanley, Tina and the dog 
          emerge from their hiding place, under one of the dining tables.
           
          They can't quite believe they're alive. Their faces reflect 
          romantically from the light of the Viking torch sconces.
           
          TINA
          Stanley... we made it. We're
          alive!
           
          Milo lets loose a happy "Whoof!" and leaps into Stanley's arms. 
          Stanley removes the mask with a SCHWOOP and Milo transforms back 
          into a 
          regular dog.
           
          DORIAN
          I'll take that.
           
          They turn as DORIAN clamors over the side of the boat. He's got a 
          gun pointed right at them.
           
          Stanley slides an iron grappling hook through the mask's eye 
          holes and holds it overboard.
           
          STANLEY
          Hold it right there or you'll be
          looking for this on the bottom
          of the harbor.
           
          Dorian stops in his tracks.
           
          DORIAN
          Drop it and I'll kill you all.
           
          STANLEY
          You can have it. But she gets
          to go.
           
          DORIAN
          Fine.
           
          TINA
          Go where?
           
          STANLEY
          Swimming. We're still close to
          shore.
           
          DORIAN
          Five seconds, Ipkiss.
           
          Stanley tosses a wooden barrel overboard and turns to Tina.
           
          STANLEY
          Go ahead. Hurry...
           
          Tina takes the dog and slips overboard. Dorian moves in.
           
          DORIAN
          Okay. Put it down. Right over
          there.
           
          Dorian waves his gun at the nearest dining table. Stanley starts 
          to put down the mask. But at the last instant -- he tosses it
           
          INTO THE PILE OF TNT
           
          As Dorian turns to see where it lands, Stanley jumps him. Dorian 
          FIRES but misses. Stanley jumps Dorian -- knocking his gun away.
           
          Dorian falls into one of the WALL TORCHES -- toppling it.
           
          The TWO MEN slug it out as a FIRE STARTS. It burns closer and 
          closer to the dynamite -- the mask in the middle of the pile.
           
          IN THE WATER
           
          Tina and Milo cling to the floating barrel.
           
          TINA
          (sees fire)
          Stanley! The dynamite!
           
          BACK ON BOARD
           
          Dorian pummels Stanley with a flurry of jabs to the head as the 
          FIRE SEARS toward the explosives.
           
          But Stanley counters with a solid right that rocks Dorian back. 
          Dorian grabs him by the collar to retaliate but sees...
           
          The FIRE licking at the dynamite casing on which the mask lies.
           
          Dorian lunges for the mask. Stanley jumps overboard. The dynamite 
          explodes!
           
          FROM THE WATER
           
          Tina and Milo watch as the ship blows up. The fireball burns 
          bright, smoke everywhere.
           
          TINA
          ...Stanley?
           
          Beat. Stanley surfaces gasping for breath. Tina pulls him over to 
          the barrel and Milo licks his face.
           
          And then the smoke parts revealing...
           
          DORIAN/MASK
           
          standing on the remains of the boat. Like Wile E. Coyote, he's 
          charred pitch black, with singed hair and clothes. But like a 
          cartoon -- he just 
          shakes off the soot and stands there in all his fearsome 
          Dorian/Mask glory.
           
          DORIAN/MASK
          What a BLAST! This mask makes
          me a god!
           
          He picks up the last fizzing, but UNDETONATED STICK OF TNT and 
          laughs.
           
          DORIAN/MASK (CONT.)
          I'm immortal...
           
          He raises his arms and thunders to the heavens. At that moment -- 
          the SUN peaks over the horizon.
           
          DORIAN/MASK (CONT.)
          Do you hear? I'm immortal!
           
          The sun's rays hit the Mask. In an instant, he transforms back to 
          regular Dorian. The mask pops off Dorian's face -- useless.
           
          Dorian stares dumbfounded at the TNT stick in his hand as it --
           
          KA-BOOM! Dorian is blown to smithereens.
           
          EXT. MARINA - DAWN
           
          There are cops everywhere. Lt. Kellaway wraps Tina in a dry 
          blanket. Stanley holds out his arms.
           
          STANLEY
          Back to jail, Lieutenant?
           
          LT. KELLAWAY
          Ipkiss, I'd like to lock you up
          for the rest of my life. But the
          mayor and a hundred other witnesses say
          Dorian Tyrel's the bad guy and
          you're the good guy. So no jail.
          Just a downtown parade at noon.
          (RESIGNED)
          And I've got to be your escort.
           
          Stanley smiles and puts his arms around Tina. They head down the 
          beach. The two young lovers and Milo walk past --
           
          CHARLIE SCHUMACHER
           
          standing near the crowd of post-party VICTIMS being helped by the 
          POLICE and MEDICAL PERSONNEL. He's still hitting on that 
          STATUESQUE 
          Valkyrie change girl.
           
          CHARLIE
          So I deck this thug, grab his gun
          and tell Stanley, "Take cover,
          Buddy. I'll get these folks out
          sae and sound." Y'know
          we should go back to my place so
          I can tell you the rest of the
          story.
           
          ANGLE ON SHORELINE
           
          Mrs. Peenman is walking along grumbling to herself when she 
          notices the mask floating to shore with some of the wreckage from 
          the boat.
           
          MRS. PEENMAN
          Just look at this mess...
           
          She picks it up out of the surf and The Mask FX theme begins to 
          pound in her head.
           
          Back to Charlie and his Valkyrie.
           
          CHARLIE
          So what do you say, sweetheart?
          Let's you and me go back to my
          place and scramble some eggs.
           
          Suddenly Mrs. Peenman/Mask ZZZIPS up and sweeps Charlie off his 
          feet. She's the most whacked-out Mask creature yet with a huge 
          GREEN 
          Witch Hazel face and Bride of Frankenstein hair.
           
          MRS. PEENMAN/MASK
          Hello short, dark and handsome!
          C'mere and give Momma a kissy-poo!
           
          She starts SMACKING her king-sized lips horribly.
           
          CHARLIE
          (TERRIFIED)
          Yah! Put me down!
           
          She jams a hand down the front of Charlie's pants.
           
          MRS.PEENMAN/MASK
          Let's see what caliber pistol
          you're packing there, soldier boy!
           
          She gets a grip and squeezes. AHOOGA! AHOOGA! Charlie SCREAMS, 
          ttears himself from her grasp and starts running for his life. 
          CAMERA 
          PANS with Mrs. Peenman as she RICOCHETS after him hooting 
          laughter. We ENDFRAME on Stanley and Tina as they watch the 
          BIZARRE 
          spectacle pass them by. They turn and embrace for a well deserved 
          kiss as Milo yips happily and squirms up between them.
           

          THE END
 

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