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Who Framed Roger Rabbit? Movie Script

Writer(s) : Jeffrey Price, Peter S. Seaman

Genres : Action, Animation, Comedy, Crime, Family, Fantasy, Thriller

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                   "WHO SHOT ROGER RABBIT?"
                        (working title)


                          Written by

               Jeffrey Price and Peter S. Seaman






                                                THIRD DRAFT

                                                September 2, 1986


                        WHO SHOT ROGER RABBIT?

     This movie starts the way all movies should... with a
     cartoon.  It's not a Disney or a Warner's.  It's not a
     Fleischer, an MGM, or a Lanz.  This is a lesser known
     studio.


     FADE IN:

     ON A "MAROON CARTOON"

     Accompanied by zany CARTOON MUSIC, the TITLE CARD reads:

                   MAROON CARTOONS PRESENT
                BABY HERMAN AND ROGER RABBIT
                           IN
                      "THE BUNNYSITTER"

     Below are two cameos of the cartoon's stars.  One picture is
     of a cherubic baby in a bonnet innocently posed with his
     thumb in his mouth.  The other is of a paunchy rabbit with a
     gap between his front teeth.  He has a loveable, if slightly
     shell-shocked look.  The cartoon begins...


     BABY HERMAN AND ROGER RABBIT

     are in a playpen when TWO FEMALE LEGS in high heels walk INTO
     FRAME.  The VOICE belonging to the legs talks down to Baby
     Herman in a maternal coo.

                               VOICE (O.S.)
               Mommy's going to the beauty parlor,
               darling.  But I'm leaving you with your
               favorite friend, Roger.  He's going to
               take very, very good care of you...
                      (voice turns
                       ominous)
               ... cause if he doesn't, he's going
               back to the science lab!

     Roger gulps as he watches the legs disappear.  We HEAR
     FOOTSTEPS recede and a DOOR SLAM.  Roger turns confidently
     back to his charge.  But the little tyke is already squeezing
     through the playpen bars.

                               BABY HERMAN
               Baby bye-bye...

     Roger makes a dive for him, misses, and gets his head stuck
     between the bars.  He pleads with the Baby in a voice that
     resonates of Huntz Hall in "The Bowery Boys".

                               ROGER RABBIT
               Hey, come back!  You heard what your
               mother said!


     BABY HERMAN

     ignores Roger.  We FOLLOW HIM as he crawls into the kitchen.
     He stops to regard something that has caught his attention...
     a cookie jar.  It's sitting on top of the refrigerator.

                               BABY HERMAN
               Coo-kie.


     ROGER

     wearing the playpen like a pillory, comes running toward the
     kitchen.  But the playpen is too wide to clear the door.  The
     impact SHATTERING the playpen and sends Roger sprawling
     across the kitchen floor.  When he looks up...


     BABY HERMAN

     is swinging precariously on the door of the freeer.

                               ROGER RABBIT
               Hang on, Baby.  I'll save you!

     Roger makes a desperate leap across the kitchen for the kid.
     But Baby Herman swings the door to the freezer open and Roger
     disappears inside.  Baby Herman grabs a cookie and swings
     back, shutting the door.  He climbs down and crawls out of
     the kitchen.  After a beat, the freezer door opens.


     ROGER

     now shaped like a block of ice, falls out and hits the floor.
     The block SHATTERS into ice cubes.  Roger looks around,
     dazed.


     BABY HERMAN

     has taken this opportunity to crawl out the window.  Roger
     races to the window.  His eyes pop out of his head at what he
     sees.


     ROGER'S POV

     Baby Herman is crawling along the sidewalk under the shadow
     of a safe being hoisted into a second floor window by the
     Acme Safe Moving Company.  The rope holding the safe is
     fraying down to a slender thread.


     ROGER

     gasps and rockets out the window toward Baby Herman.  The
     rope snaps.  The safe falls.  Roger arrives just in time to
     pluck the Baby out of harm's way.  But not in time to save
     himself.  The safe CRUNCHES down on his head, burying Roger
     into the sidewalk.  After a beat, Roger's hand appears and
     spins the tumbler.  The safe door opens.  Inside, we see the
     dazed rabbit with little TWEETING BIRDS circling his head.

                               VOICE (O.S.)
               Cut, cut, cut!

     The cartoon action stops abruptly, but the goofy CARTOON
     MUSIC PLAYS ON.  We begin a slow PULL BACK TO REVEAL that
     this cartoon is being filmed LIVE ON A SOUND STAGE.  The
     title card sits on an easle.  The female legs are paper
     mache' props manipulated by two HUMAN CREW MEMBERS.  Wearily,
     they lean the legs up against the stage wall.  A human
     DIRECTOR, wearing a tweed jacket and baggy pleated pants,
     steps onto the set.  From the equipment and the dress of the
     crew, we can tell it's the 1940's.  Baby Herman throws his
     cookie down in disgust.  He talks in a gravelly voice an
     octave lower than Wallace Beery's.

                               BABY HERMAN
               What the hell was wrong with that
               take??

                               DIRECTOR
               Nothin' with you, Baby Herman.  It's on
               Roger... again!
                      (over shoulder)
               Hey!  Could we lose the playback?

     The MUSIC suddenly STOPS as, off to the side, the SOUNDMAN
     lifts the needle off a phonograph record.  The Director leans
     over Roger and angrily plucks one of the birds circling his
     head.

                               DIRECTOR
                      (continuing)
               What's this, Roger?

                               ROGER RABBIT
                      (sheepish)
               A tweeting bird?

                               DIRECTOR
               That's right, a tweeting bird.  But
               what does the script say?  'Rabbit gets
               conked.  Rabbit sees stars!'  Not
               birds, stars!

                               BABY HERMAN
               Aw, for cryin' out loud, Roger!  I'll
               be in my trailer... takin' a nap!

     Baby Herman pulls himself up to his full height of two feet
     and walks off the set.  He chooses a route that takes him
     under the dress of the SCRIPT GIRL.  She jumps as if goosed.
     Now two CREW MEMBERS lift the safe off Roger.

                               ROGER RABBIT
               Please, Raoul.  I can give you stars,
               I know I can.  Just drop the safe on my
               head one more time.

                               DIRECTOR
               I've already dropped it on you
               twenty-three times.

                               ROGER RABBIT
               Don't worry about me.  I can take it.

                               DIRECTOR
               I'm not worried about you.  I'm worried
               about the safe.

     CONTINUED PULLBACK.

     What we've been seeing has been from the POV of a MAN in a
     shiny brown suit standing unobtrusively at the back of the
     sound stage.  Under a beat-up fedora is a craggy face that's
     seen a lot in its life... but apparently didn't think much of
     it was funny.  EDDIE VALIANT takes a jolt from a pint of
     whiskey, evidently in reaction to what he's seen.  He opens
     his coat and returns the pint bottle to a shoulder holster
     which had formerly held a .38.  Nerves steadied, he walks out
     the stage door.


     EXT. MAROON STUDIO - DAY

     Valiant emerges from the stage onto a bustling Hollywood
     studio lot where CARTOON CHARACTERS (TOONS) and humans are
     comingling as if it were the most natural thing in the world.
     Valiant stops by an Acme Novelty truck which is unloading
     Toon props.  There are bombs, rockets, flattened pocket
     watches, anvils, giant slingshots, etcetera.  The license
     plate is California 1946.  He fishes out a pack of
     Chesterfields and taps out a half a butt that had been
     stubbed out.  As he lights it, Valiant regards a chubby,
     balding man wearing a three-piece suit and a worried
     expression coming towards him.  He is R.K. MAROON, studio
     boss.  Maroon is leading an entourage of ASSISTANTS trying to
     keep up.

                               MAROON
               Starting tomorrow there'll be no more
               roast beef lunches.  What happened to
               cheese sandwiches?  I was raised on
               cheese sandwiches.

     As the Assistants dutifully record his thoughts, Maroon sees
     a GUY taking a nap in the shade of a palm tree.

                               MAROON
                      (continuing)
               And tell that guy sleepin' over there
               he's fired!
 
                               ASSISTANT
               It's your wife's brother, R.K.

                               MAROON
                      (reconsiders)
               Oh... tell him he's promoted.  But get
               him out of my sight.

     As the Assistants disperse, Maroon approaches Valiant.

                               MAROON
               Valiant, did you see the rabbit?

                               VALIANT
               He was blowin' his lines, all right.
               So what?

                               MAROON
               So what?  He's already put me three
               weeks behind on the shooting schedule!

     Now an EDITH HEAD-TYPE hustles up to show Maroon several
     costume designs.

                               COSTUMER
               Your reaction, R.K.?

     Maroon quickly checks out the drawing.

                               MAROON
               No!  That's not funny.
 
     She flips another drawing.

                               MAROON
                      (continuing)
               That's funny.  Put a homburg on him
               it'll even be funnier.  Huh, Valiant?

     He grabs the pad and shows Valiant.  The rendering is of a
     hippo in a pink polka-dot tu-tu.

                               VALIANT
                      (deadpan)
               Yeah, that'd be a riot.

     Maroon responds to Valiant's sarcasm with raised eyebrows.

                               MAROON
               Boy, I hope what you have ain't
               contagious or I'll be out of business.

     He hands the pad back to the designer, who departs.

                               MAROON
                      (continuing)
               How much do you know about show
               business, Valiant?

                               VALIANT
               Only there's no business like it, no
               business I know.

     Valiant watches an ALLIGATOR in a rebel uniform dragging a
     brace of cannons and several TOADSTOOLS parade by.

                               MAROON
               Yeah, and there's no business as
               expensive.  I'm twenty-five grand over
               budget on the latest Bunnysitter
               cartoon and it's all because that
               rabbit can't keep his mind on his work.
               And you know why?

                               VALIANT
               One too many safes dropped on his head?

                               MAROON
               Nah, that goes with the territory.
               He's a stunt bunny.

     Maroon takes a copy of the "Hollywood Tattler" out of his
     pocket.

                               MAROON
                      (continuing)
               Here's the problem...
                      (reads)
               "Seen cooing over calamari with
               notsonew Sugar Daddy was Jessica
               Rabbit... wife of Maroon star, Roger".
                      (looks up)
               His wife's a tramp, but he thinks she's
               Betty Crocker.  The doubt's eatin' him
               up.

                               VALIANT
               So what do you want me to do?

                               MAROON
               Get me a couple juicy pictures.
               Somethin' I can wise the rabbit up
               with.

                               VALIANT
               I don't work in Toontown.

                               MAROON
               You don't have to.  The rabbit's wife
               sings at an underground Toon revue
               joint called The Ink & Paint Club.  You
               can catch her in action there.

                               VALIANT
               The job's gonna cost you a hundred
               bucks.

                               MAROON
               A hundred bucks?  That's ridiculous.

                               VALIANT
               So's the job.

     Valiant starts to walk away.

                               MAROON
               All right, all right... You got your
               hundred bucks.

     Maroon turns, snaps his fingers.  His Assistant appears out
     of nowhere with Maroon's checkbook and a pen.  The Assistant
     turns and stoops so that Maroon can write the check on his
     back.

                               MAROON
                      (continuing)
               Fifty now, fifty when you deliver the
               pictures.

     Maroon tears the check off and hands it to Valiant.  Suddenly
     Valiant ducks in reflex to a large shadow that passes
     overhead.

                               MAROON
                      (continuing;
                       chuckles)
               Kinda jumpy aren't you, Valiant?  It's
               just Dumbo.


     ABOVE THEIR HEADS - DUMBO

     swoops back and forth, then hovers, ears flapping like a
     hummingbird.

                               MAROON
               I got him on loan from Disney.

                               VALIANT
               Aren't you the lucky one...

     Valiant grabs the check from Maroon and starts for the gate.

                               MAROON
               When will I hear from you?

                               VALIANT
               As soon as is humanly possible.

     We FOLLOW Valiant out the gate under a wrought iron sign that
     reads "Maroon Cartoon Studios".  As he starts across the road
     he's almost run over by a Toon roadster that ROARS out of the
     gates.  When it BLASTS ITS HORN, it's the FIRST FIVE NOTES
     from the WOODY WOODPECKER SONG:  "HA-HA-HA-HA-HA".  Valiant
     jumps back as the roadster passes.  WOODY THE WOODPECKER'S
     behind the wheel with a self-important smile on his face.
     Valiant angrily waves the cloud of Toon dust away.

                               VALIANT
                      (coughs)
               Damn Toons.


     ACROSS THE STREET - A TROLLEY CAR

     is slowing to a stop in front of the studio.  It's a Pacific
     and Electric "Red Car", part of a vast system of electric
     trollies that once criss-crossed the L.A. Basin.  Valiant
     steps onto the "Red Car".  He reaches into his pocket to give
     the CONDUCTOR his nickel fare.  But he comes up with a
     handful of lint.  He holds out the check.

                               CONDUCTOR
               What do I look like, a bank?

     The Conductor jerks his thumb toward the door.  Valiant
     suffers the public humiliation,of having to step down past
     the rest of the boarding passengers.  He walks around to the
     back of the Red Car where a gang of TEN-YEAR-OLDS are
     loitering.  When the BELL SOUNDS and the Red Car starts to
     pull away, the Kids make a dash for a place on the cow
     catcher.  Valiant joins them.  We HOLD as the Red Car moves
     away and the street urchins regard their older partner in
     crime with curiosity.

                                              DISSOLVE TO:


     A BILLBOARD SIGN

     It reads:  "L.A.'s Pacific and Electric Red Car -- America's
     Finest Public Transportation System".  PAN DOWN to see that
     the sign is on the roof of the trolley terminal.  Red Cars
     are going in and out of the shed.  MOVE IN on one car
     approaching the terminal from down the street.  As it passes
     by...


     VALIANT

     hops off his freeloader's seat on the back,

                               KID
               So long, mister.

     Valiant waves laconically.

                               VALIANT
               Thanks for the cigarettes.

     We FOLLOW Valiant as he crosses the street to a seedy
     bungalow.  A note is push-pinned to the door.


     CLOSE - NOTE

     It says:  "Tomorrow's Friday... Well?  Dolores".


     VALIANT

     takes the note and walks back across the street toward the
     terminal.  He climbs up a flight of stairs, heading for a bar
     on the mezzanine.  The bar sports a red neon sign that used
     to blink, "The Terminal Station Bar".  But now it just says,
     "Terminal".


     INT. TERMINAL BAR - DAY

     The place must have been pretty swanky at the turn of the
     century when it was built in the first burst of enthusiasm
     over the new public transportation system.  It's in the motif
     of a trolley car.  There's a large map on the wail above the
     bar showing all the different lines.  Behind the bar is
     DOLORES.  If you scraped off all the makeup, you'd find an
     attractive woman in her late thirties.  She ministers to a
     rag-tag assortment of Hollywood low-lifes -- who are truly at
     the end of the line.


     VALIANT

     enters this den, lets his eyes adjust for a moment, then
     bellies up to the bar.  He finds a spot between a ONE-ARMED
     BLACK SOLDIER and a MIDGET stretched out on the bar passed
     out.  Now a TROLLEY RUMBLES underneath them.  The bar starts
     to shake like an earthquake, the lights flicker.  All the
     drinkers, observing a time honored ritual, lift their glasses
     simultaneously to avoid spilling any drops.  Even the Midget
     lifts his head until the trolley has passed.  Valiant reaches
     over the bar and blind-grabs a bottle of rye he obviously
     knows is there.  He pours himself a shot.

                               VALIANT
               Hey, fellas, what's the good word?

                               SOLDIER
               Lost my job.

     An ARTHRITIC COWBOY pipes up.

                               COWBOY
               Mule died.

     A DEAF-MUTE scribbles a note on a pad hanging around his
     neck.  He hands the note to Valiant.  It says "My girl dumped
     me".  Valiant pats him on the back, consoling.

                               VALIANT
               Well, you know what they say about
               dames, Augie...

     Then Valiant mouths the rest of it for Augie's benefit only.
     Augie reads his lips, then starts to roar silently, slapping
     his thigh.  Now Dolores makes her way down the bar.  She
     grabs the Midget by the suspenders and slides him out of the
     way.

                               DOLORES
               So, makin' dame jokes, huh, Eddie?
               Well, lemme remind ya pal, it was a
               dame who took a hundred bucks out of
               the till so your landlord would't
               throw you out of your dump.  And it was
               a dame who trusted you for the money
               when no one else in town would.  And
               it's a dame who's tired of waitin' for
               you to straighten yourself out and get
               a job!

                               VALIANT
               Would this be the same dame who's going
               to feel awfully foolish when she finds
               out I've got her money.

     Valiant slides the check across the bar.  Dolores studies it.
     She calms down a little.

                               DOLORES
               This is fifty bucks.  I need
               seventy-five before they check the
               books tomorrow.

                               VALIANT
               You'll have it in the morning.  Now be
               a sport and lemme have twenty bucks to
               put in my pocket.

                               DOLORES
               Is this paper even good?

                               VALIANT
               Check the scrawl.

                               DOLORES
                      (reads)
               R.K. Maroon.

     Now ANGELO, a Neanderthal sitting a few stools down, is
     tapping the shell of a hardboiled egg.

                               ANGELO
               Maroon?  Valiant, don't tell me you're
               workin' for a Toon?  Who's your client?
               Chilly Willy or Screwy Squirrel?

     Angelo chuckles at his own joke and goes to eat his egg.
     Suddenly Valiant darkens.  He grabs Angelo by the shirt and
     pulls him up to his face.

                               VALIANT
               Get this straight, greaseball.  I'm not
               workin' for a Toon!  I'd never work for
               a Toon!  Got that?

     Valiant jams the whole egg into Angelo's mouth, turns and
     storms out the door.  Angelo sputters and spits out the egg.

                               ANGELO
               What's his problem?

                               DOLORES
               Toon killed his brother.


     EXT. INK & PAINT CLUB - NIGHT

     Valiant knocks on the door of, a non-descript building in a
     run-down factory area.  A speakeasy style peephole slides
     open REVEALING the face of a TOON GORILLA.  Valiant offers
     the password.

                               VALIANT
               Walt sent me.

     The peephole slides closed and after a beat the door swings
     open.


     INT. CLUB

     The Gorilla, dressed in a tux, gives Valiant the once over.
     Valiant resents the assessment.

                               VALIANT
               Like your monkey suit.

                               GORILLA
               Wise ass...

     We FOLLOW Valiant down the hall toward the main room.  We can
     HEAR LAUGHTER and ZANY MUSIC from within.


     INT. MAIN ROOM

     When Valiant steps through the doorway, we see the place is
     no dive.  It's a white tablecloth nightclub on a par with the
     El Morroco or the Garden of Allah.  Behind the bar A
     CATERPILLAR BARTENDER is using his many arms to shake and
     pour several drinks at once.  Meanwhile a dozen PENGUIN
     WAITERS are gliding back and forth along the tables serving
     drinks to the well-heeled crowd.


     ON STAGE

     DONALD DUCK and DAFFY DUCK are seated opposite each other at
     matching grand pianos.  What begins as a decorous Duck duet
     on a Tchaikovsky piece (complete with knuckle-cracking,
     seat-spinning preparations) quickly accelerates to a loony
     game of one-upsmanship between these two irascible Ducks.
     There is keyboard stomping, lid-banging, piano wire plucking
     zaniness.


     THE AUDIENCE

     is HOWLING.  People are wiping the tears from their eyes
     they're laughing so hard.  All except...


     VALIANT

     He lights a cigarette impassively, not humored by the Toon
     hijinx.  He spots an empty table off to the side and makes
     his way towards it.  A SILLY GEEZER in a loud suit is at the
     next table.  The Geezer nods to him soberly as Valiant pulls
     Out the chair and sits down.  A LOUD FLATULENCE SOUND erupts
     from under Valiant.  The Geezer slaps his thigh with the
     hilarity of it all.

                               GEEZER
               Will you listen to that?  It's a pip!
               I'm thinking of callin' it a Whoopee
               Cushion.

     Valiant reaches under himself and comes up holding a deflated
     rubber bladder.  The Geezer retrieves it from him.

                               GEEZER
                       (continuing)
                No hard feelings, I hope.  Put 'er
                there...

     The Geezer grabs Valiant's hand before he can say no.  We
     HEAR A BUZZ.  Valiant retracts his hand as if shocked.  The
     Geezer howls with laughter and turns his palm to Eddie.

                               GEEZER
                      (continuing)
               Hand buzzer... real gasser.

     Valiant rolls his eyes and grabs a Penguin as it glides by.

                               VALIANT
               Scotch.

                               PENGUIN
               There's a two drink minimum.

                               VALIANT
               Just as long as there's no maximum.

                               GEEZER
               Waiter, I'll sign my check now.

     The Penguin puts a bill down on the Geezer's table and zips
     off.  The Geezer takes a fountain pen out of his jacket and
     writes on the bill.  But there doesn't seem to be any ink
     coming out.  He shakes and shakes the pen to get it flowing.
     It flows all right.  Ink splatters all over Valiant's shirt
     and pants.  Valiant looks down at the stain, doing a slow
     burn.  The Geezer starts laughing.  Valiant jumps up and
     grabs him by the lapels.

                               VALIANT
               That's it for you, pops!

                               GEEZER
                      (freaked)
               Calm down, son.  Look, the ink is gone.

     Valiant looks down at his shirt.  The stain is gone.

                               GEEZER
                      (continuing)
               See?  It disappears.

                               VALIANT
               Well, why don't you make like the ink?

     Valiant drops him into his chair and returns to his seat.
     The Penguin glides up with his drinks.  Valiant swallows the
     first one with one quick jerk of the head.


     ON STAGE

     Donald and Daffy's PIANO COMPETITION has reached a CRESCENDO
     of mayhem.  They've got the axes out, and in time with the
     MUSIC they reduce their pianos to matchsticks.  At the
     completion of the piece, they step to the front of the stage
     and with great decorum, arms around each other, they take
     their bows.  The curtain comes down to GREAT APPLAUSE.  We
     HEAR SFX of CRASHING AND BASHING backstage.  Now from behind
     Valiant, we HEAR a familiar high-pitched VOICE.

                               CIGARETTE GIRL
               Cigars... cigarettes... Eddie?

     Valiant turns to see BETTY BOOP standing with a box of
     tobacco wares strapped around her neck.  In contrast to all
     the other Toons, Betty's in black and white.

                               BETTY BOOP
                      (continuing)
               Gee, it's swell to see you, Eddie.  We
               miss you in Toontown.

                               VALIANT
               Wish I could say the same.  What're you
               doin' here, Betty?

                               BETTY BOOP
               Work's been slow for me since the
               cartoons went to color.  But I still
               got it, Eddie...
                      (sings)
               'Boop boop be-doop'.

                               VALIANT
               Yeah, you still got it, Betty.
                      (indicates
                       Geezer)
               Who's Mr. Jocularity?

                               BETTY BOOP
                      (leans in)
               That's Marvin Acme, the gag king.

                               VALIANT
               Shoulda guessed.

                               BETTY BOOP
               He comes here every night to see
               Jessica Rabbit.

                               VALIANT
               Big on the musical comedy, huh?

                               BETTY BOOP
               Sounds like you ve never seen her,
               Eddie.

     Now the lights dim and Betty moves on.


     ON STAGE

     the dour DROOPY walks out with the spotlight following him.
     He's the evening's emcee.

                               DROOPY
                      (deadpan)
               Hello, everybody.  I hope you're all
               having as much fun as I am.  I have a
               small announcement to make.  Jessica
               Rabbit will not be able to sing
               tonight.

     There's a ROAR OF DISAPPROVAL from the men in the crowd.
     They shower him with debris.

                               DROOPY
                      (continuing;
                       deadpan)
               I was merely jesting.  Without further
               ado... here's woman times two,
               Toontown's own chanteuse par
               excellance... Jessica Rabbit!

     There is excited APPLAUSE as the lights dim. A TOON COMBO
     made up of CROWS in shades STRIKES UP the intro to the smokey
     song, "Why Don't You Do Right".  A spotlight hits the
     curtain. Now a curvaceous leg pokes out, teasingly.  The
     crowd goes wild as the rest of the body belonging to the leg
     emerges.  JESSICA RABBIT is a generously endowed red-headed
     bombshell.  She's a humanoid Toon... in her case, more
     beautiful than human.  Her figure is testimony to what a guy
     can do with a pencil and a fertile imagination,


     REACTION - VALIANT

     This is not quite the bunny he expected Roger to be married
     to.  His jaw drops.  And his reaction is mirrored all around
     the room.  The men are panting so hard you couldn't keep a
     match lit.


     CLOSEUP - JESSICA

     as she steps to the mike.

                               JESSICA RABBIT
                      (sings)
               'You had plenty of money back
                  in '22
               You let other woman make a fool
                  of you
               Why don't you do right.
               Like some other men do...
               Get out of here and
               Get me the money too...'

     Jessica takes the mike and comes off the stage.  Slinkily.
     she wanders among the tables, teasing the men as she goes.

     Now there's a HOWL from behind Valiant.  A Tex Avery type
     TOON WOLF, who came masquerading as a human, couldn't help
     but show his true colors at the sight of Jessica.  He HOWLS
     as if it were a full moon.  His tongue rolls out of his head
     and piles up on the floor like so much clothesline.  His
     eyeballs telescope out of his head.  And finally, the Wolf
     levitates and snaps rigid like an open jacknife.  As the Wolf
     makes a rush for the stage, the Gorilla Bouncer grabs him by
     the suspenders.  The Wolf, legs spinning madly, practically
     knocks Valiant's table over as he grabs at Jessica.  But the
     Wolf has come to the end of his suspenders.  He snaps back
     toward the Gorilla who is holding an anvil in front of the
     suspenders.  CLANG!  The Wolf hits the anvil and slides to
     the floor.  The Gorilla calmly whisks him into a dustpan and
     carries him out.


     JESSICA

     like all good saloon singers, has continued her act
     undaunted.

                               JESSICA RABBIT
                      (singing)
               'Why don't you do right.
               Like some other men do...'

     She sashays over to the Geezer's table.  Teasingly, she
     swirls the whisps of white hair onto his head into a Dairy
     Queen.  He giggles gleefully and makes a grab at Jessica.
     But she slips out of his grasp like mercury.

                               JESSICA RABBIT
                      (continuing)
               'You ain't got no money
               Ain't got no use for you...'

     Now Jessica works her way over to Eddie.  She stops at his
     table and sings tauntingly.  Then with a flourish, she throws
     herself in his lap, and belts out the finale.

                               JESSICA RABBIT
                      (continuing)
               'So get out of here...
               And get me the money toooo!'

     There is RAUCOUS APPLAUSE when she finishes.  Jessica looks
     deep into Eddie's eyes.

                               JESSICA RABBIT
                      (continuing)
               Thanks for your lap.

     Before Eddie can reply, she jumps off, and slinks offstage,
     leaving Eddie a pile of human wreckage.  Valiant slugs the
     rest of his drink down to put out the fire in his libido.

     When the lights come up, Valiant looks over to where Acme is
     slicking down his eyebrows and patting his hair down.  He
     stands, picks up a bouquet of roses from the chair beside
     him, and as he passes Valiant's table, gives him a big wink.
     Valiant watches Acme disappear backstage.  He stands, drops
     a couple bucks on the table, and follows after him.


     BACKSTAGE

     Valiant steps past the curtain, keeping a discreet distance.
     He follows Marvin Acme down a corridor and around the corner.
     Acme stops and knocks on a dressing room door.  After a
     moment, it opens and Acme goes inside.  Valiant checks over
     his shoulder, but the backstage area is empty.  He eases over
     to the door and puts his eye to the keyhole.


     POV THROUGH KEYHOLE

     Jessica is seated at her dressing table.  Acme is on his
     knees next to her, kissing his way up her gloved hand, eyes
     closed in ecstasy.  Jessica takes her hand out of the glove
     and starts combing her hair, leaving Marvin kissing a
     suspended Toon glove.


     ANGLE ON VALIANT

     while he continues his peeping.  The Gorilla bouncer sneaks
     up behind him.

                               GORILLA
               Hey, whaddaya think you're doin',
               chump?

                               VALIANT
               Who're you callin' chump, chimp?

     The Gorilla smiles sadistically when he recognizes Valiant.

                               GORILLA
               Oh, it's da comedian...

     The Gorilla grabs Valiant by the belt and lifts him off the
     ground.  He opens the fire door and heaves Valiant out.


     EXT. ALLEY - NIGHT

     Valiant comes flying out the door and CRASHES into a bunch of
     garbage cans in the alley.  The Gorilla stands in the doorvay
     regarding the dazed Valiant.

                               GORILLA
               And don't lemme catch your peepin' face
               around here again.  Got it?

                               VALIANT
               Ooga-booga.

     The Gorilla slams the door.  Valiant picks himself up out of
     the garbage.  He brushes himself off, then starts down the
     alley toward the rear of the building.  We FOLLOW him around
     the corner where he stops under Jessica's dressing room
     window.  He drags over a milk crate to stand on, takes a
     small camera out of his pocket and opens the bellows.  He
     stands on the crate and aims the camera through the corner of
     the window, as we HEAR the MUFFLED CONVERSATION from within.

                               ACME (O.S.)
               Are we going to play pattycake tonight?

                               JESSICA RABBIT (0.5.)
               Marvin, I have a headache...

                               ACME (O.S.)
                      (hurt)
               But you promised...

                               JESSICA RABBIT (O.S.)
               Oh, all right.  But this time take that
               hand buzzer off...

     Valiant's eyes widen in disgust.

                               VALIANT
               Jesus Christ...

     As he starts CLICKING pictures...

                                              CUT TO:


     EXT. MAROON STUDIO - LATE NIGHT

     There's one light on in the Administration building.


     INT. MAROON'S OFFICE - NIGHT

     It's a large art deco office with walls covered with photos
     of Maroon and various celebrities, human and Toon.  R.K.
     Maroon is seated behind his desk.  Standing nearby is
     Valiant.  They are both regarding a hysterical Roger Rabbit,
     who's holding a set of 8 x lO glossies.  He's WAILING and
     CRYING, Toon tears flooding off him in a torrent.

                               ROGER RABBIT
               Pattycake!  Pattycake!

                               VALIANT
               Baker's man... but no use ruinin' a
               good pair of shoes over it.

     ANGLE ON RUG

     Roger's tears have formed a puddle around the desk.  Valiant
     lifts a well-worn oxford and shakes the water off it.


     MAROON

     hands Roger his handkerchief.  Roger AAH-OO-GA'S his nose.

                               MAROON
               Take comfort, son, you're not the first
               man whose wife played pattycake on him.

                               ROGER RABBIT
               I don't believe it.  I won't believe
               it.

                               MAROON
               The pictures don't lie.  Mr. Valiant
               here took them himself.

     Roger takes another look at the pictures.


     CLOSE - PHOTOS

     They're shots of Jessica Rabbit and Marvin Acme seated knee
     to knee, caught in the act of slapping palms... really
     playing pattycake.


     BACK TO SCENE

     Maroon gets up and crosses to a bar table set up by the
     window.  He pours a drink from a crystal decanter as Roger
     starts sobbing again.

                               ROGER RABBIT
               But Jessy... she's the light of my
               life, the apple of my eye, the cream in
               my coffee...

     Valiant eyes the booze longingly as he mutters to himself.

                               VALIANT
               Well, you better start thinkin' about
               drinkin' it black.

                               MAROON
               Frankly, I'm shocked.  Marvin Acme's
               been my friend and neighbor for thirty
               years.

     Maroon gestures out the window.  We see a blinking neon sign
     on the roof of the building across the street -- "Acme - If
     It's Acme - It's A Gasser!"

                               MAROON
                      (continuing)
               Who would have thought he was the Sugar
               Daddy?

     Maroon turns and carries the drink to Roger.  Meanwhile,
     Valiant sidles over to the bar to help himself.

                               MAROON
                      (continuing)
               Well, the important thing now Roger, is
               to put all this behind you.
                      (hands him
                       drink)
               Drink this, son, you'll feel better.

     Roger takes the glass and shoots it down in one gulp.

                               MAROON
                      (continuing)
               I know this all seems painful now, but
               you'll find someone new.  Won't he, Mr,
               Valiant?

     Eddie has just picked up the decanter to pour one for
     himself.

                               VALIANT
                      (over shoulder)
               Oh, yeah.  Good lookin' guy like him.
               Dames'll be breakin' his door down.


     CLOSE - ROGER

     The booze is taking its effect.  There's a RUMBLE like a
     volcano about to erupt.  Suddenly Roger's head turns into a
     Toon steam whistle SHRIEKING.  The HIGH PITCH causes glass
     objects in the room to SHATTER... including the crystal
     decanter that Valiant's holding in his hand.  It EXPLODES,
     soaking his suit with booze.  Valiant looks down at the
     damage, completely exasperated.

                               VALIANT
               Son-of-a-bitch...
                      (turns)
               Mr. Maroon, I think I'll be goin' now,
               so about the rest of my fee...

                               MAROON
               Sure, Valiant, sure...

     Maroon sits at the desk and writes a check.

                               MAROON
               Being experienced in these matrimonial
               matters, you have any advice for our
               friend here?

     Valiant crosses to the desk and takes the check.

                               VALIANT
               My advice?  Hop on over to Reno, get
               yourself a quickie divorce.

                               ROGER RABBIT
               Divorce?  Never!

     Suddenly Roger jumps onto Maroon's desk and grabs Valiant by
     the lapels.

                               ROGER RABBIT
               Marriage is a two-way street and we're
               just experiencing a detour!  Jessica
               and I are going to get back together.
               We're going to be happy!   H-A-P-P-I!

     Roger zips off the desk and CRASHES out the window, leaving a
     rabbit outline in the glass... backlit by the blinking Acme
     sign.  Maroon and Valiant walk to the window and look out the
     rabbit-shaped hole in the window.

                               VALIANT
               At least he took it well.


     INT. VALIANT'S BUNGALOW - CLOSE - EMPTY BOOZE BOTTLE - EARLY
     MORNING

     PULL BACK TO REVEAL the bottle's on the floor next to the
     couch Valiant's passed out on.  He's still dressed in his
     clothes.  PAN the small studio apartment.  In the
     kitchen/alcove, Valiant has created a makeshift darkroom.  We
     see a curtain on a clothesline.  Various trays, and some
     pictures clipped up on clothespins.  The pictures depict
     Jessica Rabbit and Marvin Acme in various states of
     pattycake.  Now there is LOUD POUNDING on the door.  But it
     doesn't break through VaLiant's subconscious for several
     seconds.  Finally, he rouses, gets up and walks a crooked
     line to the door.  Valiant opens it and squints into the
     excruciating sunlight.  When his eyes focus, REVEAL a
     hang-dog POLICE DETECTIVE holding Eddie's morning paper.

                               VALIANT
               Lieutenant Santino... how ya doin'?

     Santino ignores the question and regards Valiant with a
     mixture of disgust and pity.

                               LT. SANTINO
               Tell me you didn't do a snoop job for
               a Toon named Roger the Rabbit.

                               VALIANT
               That's what you woke me up for?

     Santino flops open the morning paper.  Valiant's eyes narrow
     as he reads it.  The headline screams:  "TOON KILLS MAN!" And
     underneath:  "Marvin Acme Murdered at the Hands of Jealous
     Rabbit".  Santino throws the paper on the sofa.

                               LT. SANTINO
               You got trouble, Eddie.

     EXT. ACME FACTORY - DAY

     An L.A. police car turns into the yard of the Acme factory
     and pulls up in front of the old factory building.  There's
     all kinds of official activity in the yard... cop cars, a
     Coroner's truck, etcetera.

     Valiant and Santino get out of the police car.  Santino
     starts into the factory.  But he realizes Valiant's not
     following him.  He turns to see Valiant looking over the wall
     behind the factory, transfixed.

                               LT. SANTINO
               Now what?

                               VALIANT
               Just haven't been this close to
               Toontown for awhile.


     VALIANT'S POV

     The sky above the wall is a different color, a little bit
     more vibrant, a "Toon Blue", you might call it.


     SANTINO

     walks back and takes Valiant's arm.

                               LT. SANTINO
               Let's go, somebody wants to see you.

     Santino leads Valiant into the factory.


     INT. FACTORY - DAY

     It's a large warehouse filled with stacks of Toon gags,..
     boxes of dynamite, giant slingshots, boulders, everything
     you've ever seen in a Roadrunner cartoon.  Santino stops
     where a large black safe is imbedded at a cockeyed angle in
     the floor.  A FORENSIC TEAM is at work around the safe.
     They're chalking the outline around a body half obscured by
     the safe.

                               LT. SANTINO
               They say the rabbit got the safe idea
               from a cartoon he was makin' the other
               day.

                               VALIANT
               What a gasser.

                               LT. SANTINO
               Wait here...

     Santino walks to Acme's glassed office where a sobbing
     Jessica Rabbit is being interrogated.  We can only see her,
     not the person doing the interrogating.  Valiant sidles over
     to where the Forensic Guys are dusting the photographs he had
     taken for prints.  One of the Forensic Guys looks up from his
     work.

                               FORENSIC #1
               Say, didn't you used to be Eddie
               Valiant?

     Valiant ignores the slings and arrows and surveys the scene
     of the crime.  The door of the safe is ajar.  Valiant tries
     to look inside.  Forensic #2 closes the door with his knee.

     Now we HEAR the VOICE of Jessica Rabbit from behind them.

                               JESSICA RABBIT
               Mr. Valiant?

     Valiant turns to the voice.  WHAP!  Jessica slaps him hard
     enough across the face to make his head turn.

                               JESSICA RABBIT
                      (continuing)
               I hope you're proud of yourself.

     She turns on her heel and storms off, sobbing into a
     handkerchief.  Valiant, rubbing his jaw, looks after her.  So
     do the Forensic Guys.

                               FORENSIC #1
               She likes you, Valiant.

                               FORENSIC #2
                      (low wolf
                       whistle)
               When they drew her, they broke the
               pencil.

     Now two WHITE-JACKETS from the Coroner's office start to
     carry Acme out on a stretcher.  As they pass Valiant, a hand
     still wearing a Hand Buzzer flops out.  Valiant grabs it --
     stopping the stretcher.

                               VALIANT
               Makes you wonder what in the world she
               was doin' with a guy who didn't clean
               his fingernails.


     CLOSE - HAND

     Imbedded under the fingernails is a reddish-brown substance.

                               FORENSIC #1
               So... it's blood.


     VALIANT

     peels a piece of it off... it chips and falls to the ground.
     He squats to examine it.

                               VALIANT
               It's not blood, it's paint.

     Suddenly the end of a cane comes down on Valiant's hand,
     pinning it to the floor.  Valiant follows the cane UP to it's
     gavel-shaped head -- past black pants, a black robe, to a
     cadaver-like complected face, and a large hooked proboscis.
     The head is shaved.  Rimless tinted glasses obscure the eyes.
     Although he's human, the total appearance is frighteningly
     vulture-like.  JUDGE DOOM is accompanied by Santino.

                               DOOM
               Is this man removing evidence from the
               scene of a crime?

                               LT. SANTINO
                      (deferential)
               Uh... no, Judge Doom.  Valiant here was
               just about to hand it over, weren't
               you, Valiant?

                               DOOM
               I'll take that.

     Doom takes his cane off Eddie's hand and reaches out for the
     paint chip.  Valiant palms a piece and drops a smaller piece
     into Doom's hand.  Doom examines it.

                               DOOM
                      (continuing)
               Looks like the deceased grabbed a
               handful of your client's pantaloons,
               Mr. Valiant.

     Valiant stands to face the Judge, who towers over him.

                               VALIANT
               He's not my client.  I was workin' for
               R.K. Maroon.

                               DOOM
               Yes, we talked to Mr. Maroon.  He told
               us the rabbit became quite agitated
               when you showed him the pictures, and
               said nothing would stand in the way of
               him getting his wife back.  Is that
               true?

                               VALIANT
               Hey, pal, do I look like a
               stenographer?

                               LT. SANTINO
               Watch your mouth, Eddie, he's a judge.

     Doom smiles thinly at Valiant, tarns and walks with purpose
     towards the door.  Santino and Valiant follow.

                               DOOM
               The rabbit's movements are fairly clear
               after leaving the Maroon Studios.  He
               ran across the street, jimmied this
               door open, hoisted the safe on a block
               and tackle...


     EXT. ACME FACTORY

     Doom leads them outside and indicates a window.

                               DOOM
               ... then stood out here waiting for his
               prey.  After he cold-bloodedly
               accomplished his task, he went home.
               He was almost apprehended there by my
               men.

     Doom nods his head toward a group of sinister WEASLES (a la
     Disney's "Wind In The Willows").  They're loitering by a
     dogcatcher's wagon with "Toontown Control" on the side,
     cleaning their fingernails with switchblades and polishing
     Toon revolvers.
         
                               VALIANT
               Men?  They look more like weasles to
               me.

                               DOOM
               Yes, I find that weasles have a special
               gift for the work.
                      (turns back to
                       Valiant)
               The rabbit didn't contact you by any
               chance, did he?

                               VALIANT
               Why would he contact me?  I just took
               some lousy pictures.

                               DOOM
               So you wouldn't have any idea where he
               might be?

                               VALIANT
               Have you tried Walla Walla?  Kokomo's
               very nice this time of year.

     Doom steps into Valiant's face.

                               DOOM
               I'm surprised you aren't more
               cooperative, Mr. Valiant.  A human has
               been murdered by a Toon.  Don't you
               appreciate the magnitude of that?  My
               goal as Judge of Toontown, has been to
               rein in the insanity.  To bring a
               semblance of law and order to a place
               where no civilized person has ever been
               able to step foot.
               The only way to do that is to make the
               Toons respect the law.

     Suddenly a "YA-HA-HOOEY" interrupts his pontification, as a
     scruffy little TOON GOPHER comes hurtling over the wall from
     the Toontown side.  He's holding his blackened rear end...
     apparently the result of a run-in with a stick of dynamite.
     BONK!  The Gopher hits Doom in the back of the head, sending
     them both sprawling.  The Gopher picks himself up and shakes
     off the effects of the concusion.  When he sees who he's
     knocked down, he panics.

                               GOPHER
                      (petrified)
               Judge Doom!  Here, let me get that for
               ya.

     He whips a clothes brush out of his back pocket and furiously
     tries to clean the Judge's cloak.  Doom picks up the Gopher
     by the scruff of the neck and gets to his feet.

                               DOOM
               Why, you filthy little vagrant, you've
               soiled my robe!

                               GOPHER
               It's cleanin' up real good. Judge.

                               DOOM
               You've defiled a symbol of justice.

     As Doom carries the Gopher to the "Toontown Control" wagon,
     Valiant shoots a look to Santino.

                               VALIANT
                      (aside)
               Where'd this gargoyle come from anyway?

                               LT. SANTINO
               No one knows.  He bought the election
               a few years back.  He's been rulin'
               Toontown ever since.

     When Doom gets to the wagon, the Weasles open up the back.
     In place of steel bars is a stream of fluid.  A Weasle turns
     a key and the flow of liquid stops.  The Gopher starts
     kicking furiously, trying to avoid the lock-up.

                                       GOPHER
                Oh, no, Judge, please, please, lemme
                go.  I think I hear my mother callin'
                me.

     Finally, the Gopher breaks free and makes a desperate dash
     for the wall.  Doom watches him run and calmly turns to where
     his car is parked.  It's a black Lincoln touring car with an
     ugly bird-like hood ornament.

                               DOOM
               Voltaire... the Gopher!

     Suddenly. the hood ornament SQUAWKS to life.  It's a hideous
     TOON VULTURE.  The Vulture flaps into flight.

     Just as the Gopher is about to make it over the top of the
     wall the Vulture's talons sink into his rear end and lift him
     airborne.  The Vulture drops the Gopher off with the Weasles.
     They pin him down.

                               GOPHER
               Hey, don't I have any rights?

                               DOOM
               Yes, you do... to a swift and speedy
               trial.

     One of the Weasles retrieves a briefcase from the sedan, puts
     it on the hood and snaps it open.  Twelve TOON KANGAROOS pop
     up, arranged in a jury box.

                               DOOM
                      (continuing)
               Court is now in session.

     He raps the Gopher on the head with the gavel end of his
     cane.

                               DOOM
                      (continuing)
               The defendant is charged with vagrancy,
               assault and resisting arrest.  How do
               you find him?

     The Kangaroo court delivers the verdict instantly. Twelve
     LITTLE KANGAROOS pop up out of their Momma's pouches, holding
     up small cards, each with a letter spelling Y-O-U A-R-E
     G-U-I-L-T-Y.

                               DOOM
                      (continuing)
               Guilty as charged.  Case closed!

     Doom slams the briefcase shut.  He turns his attention back
     to the Gopher.

                               DOOM
                      (continuing)
               I hereby sentence you to the dip!

                               GOPHER
               Oh no, not the dip!  Anything but the
               dip!  I'm too young to die...

     As the Judge pulls on a black rubber glove, the Weasles take
     out a stainless steel tub WHEEZING with sadistic glee.  They
     fill it from a spigot on the truck.

                               VALIANT
               What's with the dip?

                               LT. SANTINO
               That's how he gets rid of the
               troublemakers.  It's a combination of
               acetone, turpentine and paint remover.
               He calls it the...  Final Solution.


     THE GOPHER

     is wriggling and SCREAMING bloody murder as Doom lifts him up
     and holds him over the tub.  Then, as he's lowered into the
     solution, he starts to disappear. His pathetic SCREAMS are
     snuffed MID-YELP.

                               GOPHER
               Help!  Help!  He...

     The Gopher's gone.  All that's left of him is a paint slick
     on the surface of the liquid.

                               VALIANT
               Jesus.

     Doom pulls off the black rubber gloves finger by finger and
     hands them to a Weasle.  He turns to Valiant.

                               DOOM
                They're not kid gloves, Mr. Valiant.
                but that's how we handle things in
                Toontown.  I would think you'd
                appreciate that.

     He gets into his car, he pauses and looks back at Valiant.

                               DOOM
                      (continuing)
               After all, didn't a Toon kill your
               brother?


     INT. TERMINAL BAR - DAY

     Dolores is behind the bar cutting lemon peels and preparing
     for the day's bartending.  There's one early customer, a
     grey-haired TROLLEYMAN in his Red Car uniform.  His hat's on
     the stool next to him and he's already drunk.  The door
     opens.  It's Valiant.  He walks over to the bar, reaches for
     a bottle and a shot glass and helps himself.  Dolores picks
     up a copy of the morning paper.

                               DOLORES
               Hey, Eddie, looks like you really
               stepped in it this time.

                               VALIANT
               What are you complaining about?  Here's
               your fifty bucks.

     Valiant slides the check across the bar.

                               TROLLEYMAN
                      (mumbling to
                       himself)
               Thirty-five years and all I got to show
               for it is a ticket punch.

                               VALIANT
               What's with Earl?

                               DOLORES
               A new outfit bought the Red Car.  Some
               big company called Cloverleaf
               Industries.

                               VALIANT
               No kiddin'?  Bought the Red Cars, huh?

                               DOLORES
               Bastards put him on notice.

     Valiant picks up his glass. lifts it in toast to the
     Trolleyman.

                               VALIANT
               Here's to the pencil pushers.  May they
               all get lead poisoning.

     Now the Trolleyman unsteadily climbs up on his stool to get
     close to the Holy Grail... the Red Car route map over the
     bar.

                               TROLLEYMAN
                      (wistfully)
               The old Number Six Line... who'da
               thought they'd close that one down?

                               DOLORES
               Eddie, get him down from there.  He's
               gonna break his neck.

     Eddie grabs Earl around the legs and throws him over his
     shoulder like a sack of potatoes.  He carries him over to a
     booth and puts him down carefully, covering him with a
     tablecloth.

                               TROLLEYMAN
               Took you right to Toontown, it did.

                               VALIANT
               I know, I know... poor S.O.B.

     Valiant walks back to his drink at the bar.

                               DOLORES
               Do you think the rabbit did it?

                               VALIANT
               I don't wanna think.  I wanna drink.

                               VOICE (O.S.)
               Make that a round.

     Valiant and Dolores look down the bar, but there's no one
     there.  Finally the familiar cowlick of Baby Herman rises to
     the top of the bar as he clambers up a barstool.

                               DOLORES
               We don't serve formula. Snookums.

                               BABY HERMAN
               You serve martinis, doncha?

                               DOLORES
               Yeah...

    Baby Herman slides his baby bottle down the bar to Dolores.

                               BABY HERMAN
               Make it dry.  Baby doesn't like to be
               wet.
                      (to Valiant)
               You're Valiant, right?  The name's Baby
               Herman.

                               VALIANT
               I know who you are.  Kinda out of your
               neighborhood, aren't you?

                               BABY HERMAN
               Yeah, I had to go slummin'.  See, a
               friend of mine's bein' framed.

                               VALIANT
               You mean the rabbit?  They got him
               cold.

                               BABY HERMAN
               You don't believe that.  I mean. the
               guy's an idiot, a moron, a complete
               fool...  but he'd never kill anyone.
               I know the guy.

     Dolores brings Baby Herman his baby bottle cocktail.

                               BABY HERMAN
                      (continuing)
               Thanks, doll.

     When Dolores turns around, Baby Herman pats her on the
     bottom.

                               DOLORES
                      (over her
                       shoulder)
               Oh, a ladies man, huh?

                               BABY HERMAN
                      (sotto voce; to
                       Valiant)
               My problem is I got a fifty-year-old
               lust and a three-year-old dinkie.

                               VALIANT
               My problem is I come here to drink in
               peace.  So if you don't mind...

                               BABY HERMAN
               C'mon, Valiant, doesn't this whole
               thing smell a bit funny to you?  I
               mean, no offense, but how did a
               mucky-muck like R.K. Maroon find you in
               the first place?

                               DOLORES
                      (chiming in)
               Yeah, Eddie, it's not like you got an
               ad in the Yellow Pages.

                               VALIANT
               Thanks for the vote of confidence.

                               BABY HERMAN
               And another thing, the paper said no
               will was found.  But every Toon knows
               Acme had a will and, in it he promised
               to leave Toontown to the Toons.

                               VALIANT
               So where is it then?

                               BABY HERMAN
               Somebody took it from him.  That's what
               this whole thing's about.

                               DOLORES
               The papers said the safe door was
               opened, Eddie.

                               VALIANT
               Stick to stuffin' the olives, willya,
               Dolores?

                               BABY HERMAN
               My hunch is it was Maroon.  He always
               was after Acme's property.

                               VALIANT
               Yeah?  Does he wear pants this color?

     Valiant takes the paint chip out of his pocket and dangles it
     in front of Baby Herman.

                               BABY HERMAN
               No.  But neither does Roger.  That's
               Diablo Red.  Roger's pants are Sunrise
               Orange.

                               DOLORES
               Well, I'll be...

                               BABY HERMAN
               So what's your next move, Valiant?

                               VALIANT
               My next move?  That's easy.  I'm
               gettin' up, and I'm walkin' out the
               door, and I'm goin' home to bed.

     Valiant stands.

                               DOLORES
               So you're not even gonna bother to find
               out if the rabbit's gettin' framed?

                               VALIANT
               He's a Toon... who cares?

     Baby Herman shakes his head sorrowfully.  As Valiant heads
     for the door, Dolores whaps her towel down on the bar.

                               DOLORES
               Well, you used to care, Eddie.  And it
               didn t matter if a client's skin was
               black, white, or painted!

     Valiant ignores her and walks out the door.


     INT. VALIANT'S HOUSE - DAY

     Eddie comes in the door with his coat over his shoulder.  He
     tosses the jacket over the chair and walks to the Murphy bed.
     He grabs the strap, and loosening his tie, walks away from
     the wall, pulling the bed down.  What he doesn't see is...


     ROGER RABBIT

     asleep in the bed.


     VALIANT

     still with his back to Roger, sits down exhaustedly on the
     bed and kicks off his shoes.  He lies back and pulls the
     covers over him.  He closes his eyes, rolls over to get
     comfortable.  Now he and Roger are nose-to-nose.  They both
     open their eyes at the same time.  They freak.

                               VALIANT
                      (screams)
               Aah!

                               ROGER RABBIT
                      (screams)
               Aah!

     They both jump out of the bed.

                               VALIANT
               What the hell are you doin'?

                               ROGER RABBIT
               I needed a place to hide.  I'm in
               trouble, Eddie.

                               VALIANT
               So I hear.  Even talkin' to you could
               get me a rap for aiding and abetting.

                               ROGER RABBIT
               Don't worry, Eddie, no one knows I'm
               here.

                               VALIANT
               Oh, yeah?  Then how'd you find my
               house?

                               ROGER RABBIT
               Well, I asked the newsboy on the
               corner.  He didn't know.  Then I asked
               a janitor, the fireman and finally the
               green grocer down the way.  He was very
               helpful.

                               VALIANT
               In other words, the whole goddamn world
               knows you're here!  Out!  Get out!

     Eddie tries to open the door, but Roger blocks it
     spider-like, arms and legs extended.

                               ROGER RABBIT
               Please, Eddie, don't put me out.  I
               didn't do it, I swear.

     Valiant gives up trying to open the door and grabs Roger.  He
     pulls and he pulls.  Finally Roger snaps off like a broken
     rubber band.  The two of them go tumbling backward.  Valiant
     makes a grab for Roger but he slips out of his grasp like
     quicksilver.

                               ROGER RABBIT
                      (continuing)
               Sure I wanted to win Jessy back, but
               not that way.

     Valiant lunges again.  Roger dodges.

                               ROGER RABBIT
                      (continuing)
               After I left you, I went to see her at
               the Ink & Paint Club.

     Valiant picks himself up and tries to catch his breath.

                               ROGER RABBIT
                      (continuing)
               She was on stage, so I found a piece of
               paper and wrote her a love letter.

     Roger pulls a piece of paper out of his pocket and starts
     reading.

                                ROGER RABBIT
                       (continuing)
               'Dear Jessy.  How do I love thee?  Let
               me count the ways.  1-1000, 2-1000,
               3-1000...

     Valiant leaps for Roger and gets bim by the throat.  He rips
     the paper out of Roger's hand and crumples it up and throws
     it down.  He opens the door, throws Roger outside and quickly
     slams the door shut.  He leans against it, breathing hard.
     Suddenly, Roger comes through the mail slot like a limbo
     dancer.  Valiant, too tired to chase him, just watches him.

                               ROGER RABBIT
                      (continuing)
               Hey, that wasn't very nice.

     He retrieves the love letter, straightens it and puts it back
     in his pocket.

                               ROGER RABBIT
                      (continuing)
               It took me almost an hour to compose
               that.  But I decided not to leave it
               anyway.  I'd read it in person, that
               was my plan.

     Valiant crosses to the kitchen area where the dark room is
     still set up.  He opens the cabinet under the sink and comes
     out with a bottle of Scotch.  He takes a shot glass and pours
     himself one.

                               VALIANT
               Look, pal, if you're still here when I
               finish this drink, I'm callin' the
               police.

                               ROGER RABBIT
               Don't do that!  I'm innocent I tell ya.
               The police'll just dip me.  They were
               waitin' for me when I got home last
               night.  I ran.

                               VALIANT
               If you're so innocent, why'd you run?

                               ROGER RABBIT
               Gee, Eddie, I'm a rabbit.  We always
               run.

     Valiant shoots the drink down and holds up the empty glass.
         
                               VALIANT
               That's it.

     He crosses to the phone on the counter.  He lifts the
     receiver and starts to dial.

                               ROGER RABBIT
               Well, this is the moment of truth!  And
               I've spoken the truth, but you won't
               believe the truth.  So I guess the
               truth is my goose is cooked, my hash is
               slung. my fait is accompli.

     As Valiant finishes dialing, he idly puts the empty shot
     glass down on a photograph on the counter.

                               ROGER RABBIT
                      (continuing)
               Won't anything change your mind?

     Valiant turns from the pleading rabbit.  Now something he
     sees on the counter gets his attention.


     POV THROUGH SHOT GLASS

     The shot glass is resting on one of the reject pictures of
     Acme and Jessica.  The bottom of the glass is magnifying the
     back of the exuberant Marvin Acme.  Sticking out of his back
     pocket is a legal folder headed "Last Will and Testament".


     CLOSE - VALIANT

     He looks as if the truth has just hit him in the face.

                               VALIANT
               The goddamn will.

                               VOICE
                      (on phone)
               L.A.P.D.?

     Valiant slowly returns the phone to the cradle,

                               ROGER RABBIT
               You mean you believe me?

     Now outside we HEAR TIRES SCREECHING to a stop.  Roger runs
     to the window and pulls back the drapes.  His eyes bug out of
     his head.

                               ROGER RABBIT
               It's Toon Control!

     Valiant comes to the window and looks out, too.


     VALIANT'S POV

     The Toon Control wagon has stopped in front of the house.
     The Weasles pile out.  One of them takes what looks like a
     butterfly net out of the back.  Several others grab violin
     cases.


     EDDIE AND ROGER

     Valiant jerks Roger back behind the curtain.

                               VALIANT
               Get away from that window.

     Roger, elated, jumps into Valiant's arms.

                               ROGER RABBIT
               You're gonna help me?  How can I ever
               thank you?

     He plants a big wet Toon kiss on Valiant's lips.

                               VALIANT
               For starters... don't ever kiss me.


     EXT. BUNGALOW

     The Weasles are filing up the walk to the front door.  The
     leader pounds on the front door.

                               WEASLE
               Police...


     INT. BUNGALOW

     Valiant puts Roger down.

                               VALIANT
               I'll talk to 'em.  Find a place to
               hide.

     Roger zips to the closet door and goes inside.

                               VALIANT
                      (continuing)
               Not in there.  That's the first place
               they'll look.

     Valiant goes to the closet and opens the door.  REVEAL Roger
     is now dressed in Eddie's trenchcoat and hat.  Playfully,
     Roger snaps one of the handcuffs onto Eddie's wrist.  He's
     got the Other attached to one of his wrists.

                               ROGER RABBIT
               Eddie Valiant... you're under arrest!
               Just kidding...

                               VALIANT
               You idiot.  I lost the key for those
               cuffs.

     BOOM!  BOOM!  BOOM!  The KNOCKING is more impatient.  Valiant
     looks to the door.

                               WEASLE (O.S.)
               Open up!


     EXT. VALIANT'S DOOR

     The Weasles open the violin cases and take out real tommy guns
     and shoulder them in teams of two.  Suddenly they unleash a
     torrent of MACHINE GUN FIRE, making the outline of a weasle
     in the door with BULLETS.  The leader blows on the cut-out
     and it falls in.  The Weasles file through one by one.


     INT. APARTMENT

     The Weasles don't bother to look around.  They all just start
     BLASTING.  Bullets fly every which way.  The barrage destroys
     Valiant's apartment in a matter of seconds.  When the
     shooting stops and the smoke clears, the Weasles look around.
     The head Weasle spots blood all over the kitchen floor.

                                WEASLE #1
               We got him.

     But when he looks behind the counter, it's only a shattered
     ketchup bottle.


     EXT. REAR OF APARTMENT

     Eddie and Roger, handcuffed together, are beating it down the
     alley.  Roger, being a rabbit, is beating it a lot faster.
     He's kicking up dust, his legs are blur.  Valiant stumbles
     trying to keep up.  When they round the corner, Roger slams
     on the brakes, Toon style.  Valiant goes skidding past him and
     is jerked to a stop like a dog on a short leash.

                               VALIANT
               Hey!  What do you think you're doin'?

                               ROGER RABBIT
               Sorry, Eddie, I forgot you're not a
               Toon.

                               VALIANT
               Don't ever forget that.


     EXT. BUNGALOW - BACK WINDOW - THE WEASLES

     come piling out the window.  They start sniffing the ground.
     Suddenly one of them freezes on point, like a dog.  Another
     blows a HUNTER'S HORN and they're off on the trail.


     EXT. STREET - EDDIE AND ROGER

     emerge from the alley.  They pause momentarily to
     reconnoiter.  Eddie decides to go left, Roger right.  When
     they get to the end of the cuffs, they snap back into a pile.
     Valiant gets back to his feet and hauls Roger up angrily.

                               VALIANT
               This way, goof...

     They start across the street.  But Roger goes on one side of
     the Street sign, Eddie the other.  Roger coils around it like
     a tether ball.  Valiant yanks Roger off the sign and they
     duck across the street just as a trolley car passes.


     THE WEASLES

     come bloodhounding around the corner.  They search the street
     for signs of the fugitive.  But when they get to the trolley
     tracks, they stop, bewildered.

                               WEASLE #1
               Scent's cold.

                               WEASLE #2
               Pssst.

     He points toward the trolley car pulling into the Terminal
     Station.  They fall all over themselves scurrying over to the
     trolley.  They surround it and jump aboard, tommy-gun at the
     ready.


     INT. RED CAR

     The CONDUCTOR raises his hands like it was a hold-up.  A
     couple PASSENGERS scream as the Weasles search the car.  But
     no Roger or Eddie.  As quickly as they got on, they get off.


     EXT. RED CAR

     as it pulls away.  The Weasles look around perplexed.

                               WEASLE #1
               Funny... I could swear I smelled
               rabbit.


     ANGLE FROM ABOVE

     Eddie and Roger are balanced on the trolley wire above the
     Weasles' heads.  As the Weasles sniff around the barn, Eddie
     and Roger ease along the wire, using the wall of the Terminal
     Bar to lean on.


     INT. TERMINAL BAR - KITCHEN

     Dolores is preparing corned beef and cabbage.  The RADIO is
     PLAYING "MARES EAT OATS".  A NEWSCASTER breaks into the
     music.

                               NEWSCASTER
               News flash... Hollywood.  Citywide
               Toonhunt for Roger Rabbit, suspect in
               Acme slaying.  Police describe him as
               short, cuddly...  and psychotic.

     Dolores turns just as Roger's grinning face appears in the
     window.

                               DOLORES
                      (startled)
               Mother Mary...

     Now Eddie's face comes into view.  He motions for her to open
     the window.


     OUTSIDE THE WINDOW

     Roger and Eddie watch another trolley approach.  The contact
     arm sparks its way along the wire as it rolls along towards
     them.  Valiant watches as Dolores struggles to get the window
     open.

                               VALIANT
               Hurry, hurry...

     At the last second, the window opens.  Eddie jumps for the
     sill, Roger dangling from the cuffs as the trolley passes.


     INT. KITCHEN

     Dolores helps pull Valiant through the window.  Then he drags
     Roger inside.

                               DOLORES
               Jesus, Eddie, is this who I think it
               is?

                               VALIANT
               Dolores, meet Roger Rabbit.

     Roger bows at the waist, takes her hand and kisses it like
     Charles Boyer

                               ROGER RABBIT
               Charmed, enchanted, pleasure's all
               mined.

                               DOLORES
               Where'd you find him?

                               VALIANT
               The Toon Fairy left him under my
               pillow.

     Now Roger spots a plate of freshly shucked corn.

                               ROGER RABBIT
               May I?

     Before she can answer, he grabs an ear, presses it to his
     lips and applies the typewriter method to it.  When he gets
     to the end of a row, we even HEAR the BING!

                               DOLORES
               He's a riot.

                               VALIANT
               Oh, yeah?  Well, you're not handcuffed
               to him.
                      (holds up
                       cuffs)
               Anybody in the back room?

                               DOLORES
               It's all yours.

     We FOLLOW Dolores as she leads Valiant and Roger across the
     hall.  She stops at a door, unlocks it, and leads them in.


     INT. BACK ROOM

     It's a tiny storage room/office with an institutional metal
     desk, a cot, and assorted janitorial supplies stacked around.
     Dolores shuts and locks the door behind her.  Valiant goes to
     a metal locker and digs through some tools, coming out with a
     hacksaw.  He sits on the cot and starts working on the cuffs.

                               DOLORES
               So you decided to help him after all?

                               VALIANT
               I oughta have my head examined.
                      (to Roger)
               Will you hold still?

     Roger quiets like a child for a moment as Valiant saws
     feverishly.  Then Roger slips his hand out of the cuff and
     holds his side while Eddie keeps sawing.

                               ROGER RABBIT
               Does this help?

                               VALIANT
               Yeah, that's better.

     Valiant saws a couple more strokes before the realization of
     what Roger's done hits him.  His face darkens.  Roger sees
     the look and sheepishly tries to recover by sticking his hand
     back in the cuff.

                               VALIANT
               You mean to tell me you coulda taken
               your hand outta that cuff at any time?

                               ROGER RABBIT
               Well, no, not any time.  Only when it
               was funny.

     Valiant looks at Roger like he's about to brain him.  Roger
     pulls his hand free again, and cowers out of range.  Valiant
     just rubs his forehead.

                               VALIANT
               Are you always this funny, or only on
               days when you're wanted for murder?

                               ROGER RABBIT
               My philosophy is if you don't have a
               sense of humor, you're better off dead.

                               VALIANT
               Yeah... well you just might get your
               wish.

                               DOLORES
               Can you get him out of it, Eddie?

                               VALIANT
               If I can find whoever wanted to kill
               Acme bad enough to get this.

     Valiant throws the pattycake picture down on the table.
     Dolores and Roger both examine it closely.

                               DOLORES
               Acme's will.

                               ROGER RABBIT
               So that's what this little drama is all
               about.

                               VALIANT
               Yeah.  I think Maroon plays the part of
               the sound mind, your wife the sound
               body.

                               ROGER RABBIT
               I resent that innuendo!  My wife is
               completely innocent.

                               VALIANT
               Your wife may be a lot of things, pal,
               but innocent isn't one of them.

                               DOLORES
               So what's the scam, Eddie?

                               VALIANT
               Maybe Baby Herman was right.  Somebody
               wants Acme's property.  Cack the old
               man, pin it on Roger, and destroy the
               will.

                               ROGER RABBIT
               The habeus corpus is thickening.

                               VALIANT
               Yeah.  Except they screwed up.  I don't
               think they got the will.

                               ROGER RABBIT
               How do you know that?

                               VALIANT
               Well, Acme had the will in his pocket
               that night at the club.  It was gone in
               the morning when the cops found the
               body.

                               DOLORES
               Maybe they just took it out of his
               pocket.

                               VALIANT
               Then why'd they bother to crack the
               safe?  You can drop a Mosler 90 from
               Mount Baldy and it won't open.

                               ROGER RABBIT
               Well, Mr. Smarty-Pants Detective, your
               logic is specious.  What prevented Mr.
               Acme from putting the will back in the
               safe before they killed him?

                               VALIANT
               Because he's not forty feet tall.  The
               safe was up on the ceiling, remember?

     Dolores whistles over his deductions.

                               DOLORES
               Eddie, you still got it.  Hey, tomorrow
               maybe I'll go down to probate court and
               see who's sniffin' around Acme's
               estate?

                               VALIANT
               Yeah, do that.  I'm gonna go rattle
               Maroon's cage.

     Valiant finishes sawing the cuffs.  He stands and throws the
     cuffs aside.  Valiant and Dolores go to the door.  Roger
     follows them eagerly.

                               ROGER RABBIT
               What should I do?  Who should I see?
               Where should I go?

     Valiant turns.

                               VALIANT
               Nothin', no one, nowhere,

     He slams the door.


     INT. POLO LOUNGE - CLOSE - MAROON

     He's in a booth in the middle of a business lunch.

                               MAROON
               Maybe money grows on trees in Toontown,
               but not at the Maroon Studio.

     WIDEN THE SHOT to REVEAL that Maroon's sharing a booth with
     BUGS BUNNY and his AGENT.  Bugs is chewing on a carrot.

                               BUGS BUNNY
               Look, Doc, fiduciary considerations
               aside, Roger Rabbit may have been
               willing to play second banana to an
               ankle-biter, but I ain't.


     ACROSS THE ROOM

     A MAITRE D' is leading Valiant and Augie, the deaf-mute to a
     table by the door.

                               VALIANT
               This'll be fine, huh, Augie?

      Augie nods his head.  They sit and pick up the menus.  Augie
      takes one peek and looks at Valiant, alarmed.  He scribbles a
      note.  Valiant reads it.

                               VALIANT
               Forget about the prices, pal.  If you
               want the shrimp cocktail, you have a
               shrimp cocktail.
                      (puts menu
                       down)
               Excuse me, Augie, I've got a little
               table-hopping to do.

      Valiant gets up from the table and starts across the room.


      AT MAROON'S BOOTH

                               AGENT
               I think you should know, R.K., we're in
               negotiations for Bugs to star in his
               own series at Warner Brothers.

                               MAROON
               Trying to scare up a bidding war
               between me and Jack Warner, eh?  Well,
               it won't work.  I'll call William
               Morris and I'll have 'em put out a
               rabbit call the likes of which this
               town's never seen!

                               BUGS BUNNY
               It's your dime, Doc.

                               MAROON
               And stop callin' me Doc!

                               BUGS BUNNY
               Eh, sure, Doc.

     Now Valiant arrives, pulls up a chair from next table and
     sits down.

                               VALIANT
               Hi, Mr. Maroon.  Remember me?

                               MAROON
               Valiant?  What're you doin' here?

                               VALIANT
               I Just thought I'd drop by and show you
               a photograph.

                               MAROON
               I've already seen your photographs.

                               VALIANT
               Yeah, but I enlarged this one.  Thought
               you might be interested.

     Valiant takes an enlargement of the pattycake shot and puts
     it on the table in front of Maroon.  We can clearly see the
     will sticking out of Acme's pocket.

                               VALIANT
               Anyway... enjoy your lunch.

     Valiant stands and departs.  But his visit has done it's
     trick.  Maroon looks l'ike he's seen a ghost.  We FOLLOW
     Valiant across the room to his table where Augie is
     blissfully attacking a shrimp cocktail.

                               VALIANT
               How is that, Augie, pretty good?

     Augie nods enthusiastically.  Valiant keeps an eye on
     Maroon's booth.  Now he nudges Augie as Maroon excuses
     himself and goes into the phone booth just outside the door.
     Augie puts his shrimp fork down and picks up his pencil.


     AUGIE'S POV

     We see Maroon talk on the phone MOS.  As his lips move,
     Valiant supplies his words.

                               VALIANT (V.O.)
               It's me.  Valiant says there's a will.
               I don't know what he's trying to
               pull...


     BACK TO SCENE

     Valiant is reading of Augie's pad as Augie reads Maroon's
     lips, and scribbles down what he says.

                               VALIANT
                      (reading)
               Somebody's gonna have to take care of
               him.

     Augie looks up from his scribbling to exchange an eyebrow
     raising glance with Valiant.  Then he turns back to Maroon
     again.

                               VALIANT
                      (reading)
               The old man had it at the club that
               night.  That's right.  Yeah, I'm sure.
               I'll be there.

     Augie stops writing as Maroon hangs up the phone.

                               VALIANT
                      (continuing; to
                       Augie)
               Where?

     Augie shrugs his shoulders.  Disappointed, Valiant lights a
     cigarette.  Now Augie elbows him and gestures across at
     Maroon, who's making another call.  Augie starts writing
     again.

                               VALIANT
                      (continuing;
                       reading)
               Iris... cancel my appointments this
               afternoon.  I'll be at Forest Lawn.

     Maroon hangs up the phone and comes out of the phone booth.
     He hustles out of the room.  Valiant stands.

                               VALIANT
               You did great, Augie.  Have another
               shrimp cocktail.

     Valiant drops a twenty on the table and pats Augie on the
     back.


     EXT. BEVERLY HILLS HOTEL

     A CARHOP wheels a yellow Packard up in front.  Maroon climbs
     in and ROARS off.  Valiant ENTERS THE FRAME.  He looks after
     Maroon, then calmly starts walking down the driveway.


     EXT. FOREST LAWN CEMETERY - RED CAR STOP - DAY

     A Red Car pulls up.  Valiant climbs off.  He calmly crosses
     the street and ducks behind the cemetery entranceway as
     Maroon's Packard ROARS through.

                               VALIANT
                      (impressed)
               Love that Red Car.

     As Valiant starts to walk up the hill...

                                              CUT TO:


     THE ACME FUNERAL SITE - LONG SHOT - DAY

     A hearse, and a line of black limos are parked in the lane.
     Nearby, Marvin Acme's funeral is in progress.  Clustered
     around a gravesite are the mourners... TOONS of every stripe.
     There's MICKEY MOUSE comforting MINNIE.  TOM AND JERRY.
     HECKLE AND JECKLE.  CHIP 'N DALE.  Everyone from the famous
     to the not so famous is in attendance.  The eulogy is being
     delivered in a familiar blustery Southern VOICE.  It's
     FOGHORN LEGHORN.

                               FOGHORN LEGHORN
               Today we commit the body of brother
               Acme to the cold, I say cold, cold
               ground.  We shed no tears for we know
               that Marvin is going to a better place.
               That high, high, I say that
               high-larious place up in the sky.

     Foghorn Leghorn dramatically points skyward.

                               TOONS
                      (in unison)
               A-men!


     NEW ANGLE - VALIANT

     is leaning up against a palm tree on the hill.  We have been
     watching the proceedings from his POV.  Now he sees Maroon's
     car pull up.  He moves around to the other side of the tree
     as Maroon passes and starts wending his way through the
     crowd.


     AT THE GRAVESITE

     Foghorn Leghorn nods to the funeral DIRECTOR, a pasty-faced
     human in a black mourning coat.  The Director starts to turn
     the crank lowering the coffin into the grave.

                               FOGHORN LEGHORN
               Give us a sign, brother Herman, that
               you've arrived...

     Much to the funeral Director's amazement, the crank starts
     PLINKING Out the tune to "POP GOES THE WEASLE".  Now the Toon
     mourners pick up on it and join in.

                               TOONS
                      (singing)
               Round and round the mullberry bush, The
               monkey chased the weasle...

     The crank and SONG start going FASTER AND FASTER.

                               TOONS
                      (continuing;
                       singing)
               The monkey raid it all was in fun.  POP!
               Goes the weasle.

     Suddenly half of the lid to Acme's coffin flies open and a
     harlequin CLOWN BOI-YOI-YOINGS out.  The funeral Director
     faints dead away as the Toon SOBS turn to LAUGHTER.  The
     Toons turn and head away from the grave comforted by a
     funeral befitting a gag king.  They climb into their cars and
     SCREECH off like the start of the Indy 500.  One mourner is
     left at the gravesite.  Sitting in a chair dabbing at her
     eyes with a handkerchief is Jessica Rabbit.  Maroon walks up
     behind her.

                               MAROON
               So... trying to pull a fast one on me,
               huh?

     Jessica turns, startled.  She stands and faces Maroon.


     VALIANT

     smiles and leans in.  This is the moment he's been waiting
     for.  Now just as the conversation begins, it is drowned out
     by the NOISE from a LAWN MOWER.  Valiant turns to see a
     GARDENER riding around on a small tractor cutting the grass.
     Valiant tries to flag him down as he watches Maroon and
     Jessica having an arguement.  There's accusatory finger
     pointing.  In pantomime, Maroon gestures into his pocket as
     if describing the position of Acme's will.

     Jessica tries to leave.  He grabs her arm.  They're screaming
     at each other but we don't hear a word.  Valiant waves
     frantically for the Gardener to cut the machine.  But the
     Gardener misconstrues it as a friendly greeting and waves
     back.  Valiant turns in time to see Jessica kick Maroon in
     the groin and stomp off to a red Auburn Speedster.  She jumps
     in and speeds away as Maroon staggers back to his car.  The
     Gardener stops the tractor next to Valiant.  He SHUTS OFF THE
     ENGINE.  The cemetery is completely still again.

                               GARDENER
               Somethin' you want, mister?

                               VALIANT
               Not anymore...


     EXT. INK & PAINT CLUB - ALLEY - NIGHT

     A Steinway piano truck is parked next to the stage door.  TWO
     husky PIANO MOVERS are rolling a baby grand up the ramp to
     the stage door.  They knock on the door.  The Gorilla opens
     it and they muscle the piano inside.  After a moment, they
     reemerge.  We FOLLOW them back to the truck where a second
     baby grand stands ready to be moved.

                               MOVER #1
               I don't know about you, but it makes me
               sick to think of these beautiful pianos
               gettin' chopped into match sticks every
               night by those screwy ducks.

     Struggling, they push this second piano into the club.


     INT. CLUB - BACKSTAGE

     They roll the piano over to the wall and park it next to the
     first.

                               MOVER #2
                      (shakes head)
               And they call it entertainment.

     As they go out the stage door, MOVE IN on the baby grand.


     INSIDE THE PIANO - VALIANT

     is lying prone -- using the Steinway as his own Trojan Horse.
     He lifts the piano lid to climb out, but then HEARS FOOTSTEPS
     approaching.  He lowers the lid again.  Now someone starts
     testing the keys.  We see the hammers strike the strings,
     RUNNING UP THE SCALES until they reach the one under
     Valiant's nose.  The hammer whacks Valiant's nose on the
     backswing and strikes the string making a terrible SOUR NOTE.

                               DONALD DUCK (V.O.)
                      (exasperated
                       QUACK)
               Phooey!  Out of tune again!

                               DAFFY DUCK (V.O.)
               Not to worry, Donald.  We can fix that
               with my sledgehammer.

                               DONALD DUCK (V.O.)
               Never mind, Daffy.  I've got an axe in
               my dressing room.

     Valiant's eyes widen.


     ANGLE ON PIANO

     as the VOICES of Daffy and Donald recede, Valiant raises the
     lid and quickly climbs out.  He eases over to Jessica's
     dressing room.  As he starts to open the door, he HEARS
     SCUFFLING from inside.  Valiant puts his ear to the door.
     More SCUFFLING.  Valiant straightens, then suddenly whips the
     door open and flicks on the light.


     INT. DRESSING ROOM

     Nobody's there.  Perplexed, Valiant closes the door behind
     him and checks behind the dressing screen.  In the closet.
     No one.  He shrugs and starts to search the room.  He goes to
     Jessica's dressing table and rifles the drawers.  In her
     purse he discovers a Toon revolver.  He examines it.

                               VALIANT
               Girl's gotta protect herself.

     Valiant puts the gun back in the purse and closes the drawer.
     As he stands, he pauses to consider a Hurrel-like
     black-and-white photo of Roger Rabbit in a silver deco frame.
     He's dramatically posed with a cigarette like he was Tyrone
     Power.

     Valiant shakes his head and turns from the table.  Something
     catches his eye.


     ANGLE ON FLOOR

     Behind the dressing table, the corner of a piece of blue
     paper peeks out.  Valiant stoops down and fishes it out.
     It's a cover for a legal document -- "Last Will and Testament
     -- Marvin Acme".


     VALIANT

     stands, pleased.  He opens the blue folder.  But it's empty.
     Valiant puts it in his inside pocket and turns to go when
     suddenly an unseen hand flicks the lights off.

                               VALIANT
               Son of a bitch...

     We can't see anything in the darkness.  But we hear the SOUND
     of A FISTFIGHT.  There's the CRASHING of lamps and furniture
     breaking.  Now the door opens for a second as the assailant
     escapes.  Light floods in the room, illuminating Valiant on
     the floor with a curtain wrapped around his head.  As he
     struggles free the door closes.  The room is dark again.
     Valiant scrambles to the door.  When he whips it open, REVEAL
     the Gorilla framed in the doorway.  Valiant is frozen.  The
     Gorilla flicks on the light.  He smiles wickedly.

                               GORILLA
               And here I tought we had mice.

     Valiant tries to make a break for it.  WHAM!  The Gorilla
     lays him out cold with a right cross.

                                              BLACKOUT.


     FADE IN:

     VALIANT'S POV FROM FLOOR

     As his vision comes INTO FOCUS, Valiant sees the Gorilla,
     Jessica Rabbit, the Weasles and Judge Doom are standing over
     him.

                               GORILLA
               ... I caught him rummagin' around in
               here.  Then I called you, Judge, on a
               counta you be da one we pay juice to.

                               DOOM
                      (clears throat)
               You did the right thing, Bongo.


     THE WEASLES

     pull a groggy Valiant upright and plop him in a chair in
     front of Doom.

                               DOOM
               Being caught breaking and entering is
               not very good advertising for a
               detective.  What were you looking for,
               Mr. Valiant?

                               VALIANT
               Ask her...

     Valiant nods toward Jessica, who stands coolly smoking a
     cigarette.

                               JESSICA RABBIT
               Last week some heavy breather wanted
               one of my nylons as a souvenir.  Maybe
               that's what he was after?

                               VALIANT
               Look, doll, if I wanted underwear, I
               woulda broken into Frederick's of
               Hollywood.  I was lookin' for Marvin
               Acme's will.

                               DOOM
               Marvin Acme had no will.  I should
               know, the probate is in my court.

                               VALIANT
               He had a will, all right.  She took it
               off Acme the night she and R.K. Maroon
               knocked him off.  Then she set up her
               loving husband to take the fall.

                               JESSICA RABBIT
               You, Mr. Valiant, are either drunk or
               punch drunk.  Probably both.

                               DOOM
               These are bold accusations, Mr.
               Valiant.  I hope you have some proof?

                               VALIANT
               I found the cover the will came in
               behind the dressing table.

     Valiant reaches into his pocket.  But the blue envelope is
     gone.

                               VALIANT
                      (continuing)
               They must've taken it off me.

                               DOOM
               They?

                               VALIANT
               The other people who were in here
               lookin' for the will.  I woulda caught
               'em if Cheetah here hadn't interrupted
               me.

     The Gorilla makes a move for Valiant.  Doom stops him.

                               DOOM
               Take it easy, Bongo.  We'll handle Mr.
               Valiant our own way... downtown.

                               VALIANT
               Downtown?  Fine.  Get a hold of
               Santino, I'd be more than glad to talk
               to him.

                               DOOM
               Oh, not that downtown.  Toontown.

     The mention of Toontown has a visible impact on Valiant.

                               VALIANT
                      (nervous)
               You're not takin' me to downtown
               Toontown?

                               DOOM
               Indeed we are.  We'll continue the
               interrogation there.

                               VALIANT
                      (very agitated)
               I ain't tellin' you nothin'!  Get me
               Santino.

                               DOOM
               You're a very stubborn man, Mr.
               Valiant.  Very pig-headed.  Boys, show
               Mr. Valiant how we handle pig-headed
               men at the Toontown station...

     As the Weasles drag Valiant out of the room...

                               VALIANT
                      (screaming)
               No... you bastards!  Leggo of me!


     EXT. STREET - NIGHT

     The Toon Control Wagon streaks along with the cat SIREN
     WAILING.  It flashes by then slams on the brakes at the
     entrance to an eerie tunnel.  A sign next to the tunnel says:
     "Toontown".


     INT. WAGON

     The Weasles look over at the bound and gagged Valiant.  One
     of them turns Valiant's head to look at the Toontown sign.

                               WEASLE #1
               What're you shakin' for?  Didn't you
               have a good time last time you were
               here?

     With a wicked WHEEZE, the driver floors it.


     EXT. TUNNEL

     The wagon disappears into the murky darkness.  PAN UP to the
     night sky.

                                              DISSOLVE TO:


     THE SKY - MORNING

     PAN DOWN to the tunnel.  We can't see into the darkness but
     we HEAR HOOTING and HOLLERING from within.  GUNS going off,
     FIRECRACKERS EXPLODING, WHIPS CRACKING, all accompanied by
     the WHEEZING LAUGHTER of the Weasles.

                               WEASLE #1 (O.S.)
               Soo-eey!  Soo-eey!

                               WEASLE #2 (O.S.)
               Let him go, boys.  I think he's got the
               message.

     After a beat, Valiant comes staggering out of the tunnel.
     He's got a burlap sack over his head tied around his waist.
     Behind him, the Weasles emerge holding paint cans and
     brushes.  They watch as he trips and falls by the side of the
     road.  The Weasles GIGGLE victoriously and head back inside.
     Valiant lies there for a moment, catching his breath.  Then
     he struggles to free his hands.  Finally he rips the sack off
     his head and sits up.


     CLOSE - VALIANT

     We see he's got a huge Toon pig with a goofy grin painted
     over his head.  Valiant pulls and tugs on it, but this is a
     costume that won't come off.  Valiant curses, gets to his
     feet and stumbles down the road.


     EXT. RED CAR STOP

     Valiant gets in the back of the line of PASSENGERS boarding
     the Red Car.


     INT. RED CAR - VALIANT

     steps aboard.  The Trolleyman, who we recognize as Earl from
     the Terminal bar, does a double-take when he sees the
     ridiculously silly looking man/Toon.

                               EARL
               Here's one for the books... a Toon
               wearin' human clothes.

                               VALIANT
               Earl... it's me, Valiant.

                               EARL
               Eddie?  Jesus, what happened?

                               VALIANT
               Toon cops worked me over.

                               EARL
               Boy, I'll say.  They gave you a real
               Toon-a-Roo.

                               VALIANT
                      (apprehensively)
               What am I, Earl?

     Earl breaks the news to Valiant soberly.

                               EARL
               You're a pig... a happy-go-lucky pig.

                               VALIANT
               No...

                               EARL
               Does it hurt?

                               VALIANT
               Not much.  It's hard to talk.

                               EARL
               Uh, Eddie, do me a favor.  Could you
               sit in the back so you won't cause as
               much of a commotion.

     Valiant tries to pull the brim of his hat down.  But it's
     comically small on the huge head.  He makes his way down the
     aisle past a veritable gauntlet of RAZZING, poking, tripping
     PASSENGERS.  Finally he finds an empty seat in the back as
     the Red Car starts up.


     A LITTLE KID

     wearing a baseball cap is sitting a few seats away with his
     MOTHER.  The Kid looks back at Eddie and laughs.  He leans
     over and whispers something to his Mom.

                               KID
               Can I, Mom?

                               MOMMY
               Go ahead, darling.  Take your bat.

     The Kid takes his baseball bat and approaches Valiant
     innocently.

                               KID
               Hi, Mr. Pig.  If I hit you on the head,
               will you make me a cuckoo bird?

     The Kid starts to take a swing with the bat.

                               VALIANT
               Kid, if you hit me on the head, I'm
               gonna throw you out this window.

     The Kid's eyes widen in terror.  This is not a typical Toon
     response.

                               KID
                      (crying)
                Mommy!


     INT. VALIANT'S APARTMENT - BATHROOM - DAY

     We hear the SOUND of the SHOWER.  Valiant's hand reaches out
     past the shower curtain and grabs for a bottle.  But it's not
     shampoo.  It's turpentine.

                               VALIANT (O.S.)
               Dammit!

     CLOSE - TUB DRAIN

     The water swirling down the drain is tinged with paint of
     different colors.


     CLOSE - VALIANT

     He scrubs manically until the last of the pig head is gone.
     He rinses off and he feels around his face.  The absence of
     the Toon mask seems to bring him some relief.  He shuts off
     the shower and slides the shower curtain back.


     VALIANT'S POV - JESSICA RABBIT

     is leaning up against the doorjamb, dressed as usual, in a
     black cocktail dress with elbow length gloves and pearls.

                               JESSICA RABBIT
               Hello, Mr. Valiant.  I rang the
               doorbell, but I guess you couldn't hear
               it.

                               VALIANT
               That's because I don't have a doorbell.

     Jessica, caught in her lie, flutters her eyelids nervously.

                               JESSICA RABBIT
               Oh... well, I... I just had to see you.

                               VALIANT
               Okay, you've seen me.  Now give me a
               towel.

     As she hands him a towel, she stares down at his anatomy.

                               JESSICA RABBIT
               What's that thing?

     Valiant looks down at what she's referring to.

                               VALIANT
               Come on, lady, haven't you ever seen a
               mole before?

                               JESSICA RABBIT
               Toons aren't given imperfections.

                               VALIANT
               No?  I guess we're not counting lying,
               stealing and murder.

                               JESSICA RABBIT
               You've got the wrong idea about me.
               I'a a pawn in this just like poor
               Roger.  Can you help me find him?  I'll
               pay you anything.

                               VALIANT
               Yeah, I'll bet you would.  You gotta
               have the rabbit to make the scam work.

                               JESSICA RABBIT
               No, no, no... I love my husband.

                               VALIANT
               Oh, sure.  I can just feature you
               standin' outside your little hutch,
               holdin' a carrot cake waitin' for hubby
               to come home.

                               JESSICA RABBIT
               Oh, please don't make fun of me, Mr,
               Valiant.  You don't know how hard it is
               being a woman looking the way I do.

                               VALIANT
               Yeah, well, you don't know how hard it
               is bein' a man looking at a woman
               looking the way you do.

                               JESSICA RABBIT
               I'm not bad, I'm just drawn that way.

                               VALIANT
               I'm not complainin'.  But give me
               credit.  I'm the guy who took the
               pictures of you and Acme playin'
               pattycake, remember?

     Jessica takes a cigarette out of her purse.  She lights it
     and blows a cloud of Toon smoke.  It forms a recreation of
     what she describes.

                               JESSICA RABBIT
               Maroon came to me.  He told me he'd
               fire Roger if I didn't do it.  I went
               along with him for Roger's sake.  It
               was only pattycake, after all.

     Valiant waves at the smoke scene, dispelling it.

                               VALIANT
               So altruistic.

                               JESSICA RABBIT
               It's the truth.  Why won't you believe
               it?

                               VALIANT
               Cause I don't take Acme Dumb Pills.  I
               don't know what you're up to, lady, but
               I'm gonna nail you for the Acme murder.

                               JESSICA RABBIT
               If I'm as bad as you think, what's
               stopping me from just killing you right
               now?

     Valiant reaches behind him and picks up a small cup on the
     sink.

                               VALIANT
               This cup of turpentine right here.  Go
               for that gun in your purse and I'm
               gonna let you have it.

     Jessica breaks down and starts sobbing.

                               JESSICA RABBIT
               Oh, Mr, Valiant, please... you're my
               only hope.

     She comes to Eddie and hugs him, burying her head in his
     shoulder.

                                JESSICA RABBIT
               I'm weak... you're strong.  Can't you
               find a place somewhere in your heart to
               help me?

     Valiant looks down at the luscious creature in his arms,
     considering the request.  The moment is interrupted by the
     CLEARING of a VOICE.

                               DOLORES (O.C.)
               Dabblin' in watercolors, Eddie?

     Valiant, still in just a towel, sheepishly turns to face
     Dolores, who's standing in the doorway.

                               VALIANT
               Dolores...

     Dolores regards Jessica with undisguised contempt.

                               DOLORES
               Lemme guess... your cousin from Des
               Moines?

     Jessica straightens her dress.

                               JESSICA RABBIT
               Perhaps I should go.

                               DOLORES
               Must you?

                               JESSICA RABBIT
               Goodbye, Eddie... don't hate me.

     Jessica blows Eddie a TOON KISS which flies across the room,
     landing on Eddie's cheek.  She saunters past the smoldering
     Dolores and out the door.  Dolores walks to Eddie and peels
     the kiss off his cheek.  She crumples it up and throws it
     down in the wastebasket.

                               DOLORES
               What was that?

                               VALIANT
               That was the rabbit's wife.

                               DOLORES
               The rabbit's wife?  Wanna tell me what
               she was doin' with her arms around you?

                               VALIANT
               Probably lookin' for a good place to
               stick a knife.

                               DOLORES
               I just stopped by to tell you that I
               checked out the Acme probate.

                               VALIANT
               Maroon, right?

                               DOLORES
               Nope.  It's that Cloverleaf outfit
               again.

                               VALIANT
                      (startled)
               What the hell would they want with a
               gag factory?

                               DOLORES
               Got me.  But unless the will shows up
               by Friday midnight, it's theirs.

     As Valiant considers this new development, he cocks an ear.
     In the distance, we HEAR FAINT SINGING.

                               VALIANT
               What's that comin' from the bar?

                               DOLORES
                      (listens)
               Sounds like singin'.

                               VALIANT
               Oh, no...

     As Valiant grabs his pants...

                                              CUT TO:


     INT. TERMINAL BAR - DAY

     Roger's out all right.  In fact, he's using the bar as a
     stage for a song and dance number.  The tune is extremely
     familiar.  In fact, it's the one that opens every Warner
     Brothers cartoon...  The Looney Tune Anthem.  But we've never
     heard words to go with it.

                               ROGER RAB3IT
               'The merry-go-round broke down
               But you don't see me frown...'

     Roger grabs Augie's pad and pencil, scribbles some drawings
     lightning fast.

                               ROGER RABBIT
                      (continuing)
               'Things turned out fine
               And now she's mine...'

     Roger flips through the pad which in crude animation, shows
     the story of Roger and Jessica getting back together,
     culminating in them kissing in a heart.  Augie's delighted.

                               ROGER RABBIT
                      (continuing)
               '... Cause the merry-go-round
               Went round...
               Hoo-hoo, Hoo-hoo...'

     Roger does backflips and acts like an escapee from the acute
     ward.


     THE DOOR OPENS

     Eddie and Dolores enter.  Valiant stops in his tracks at the
     sight of Roger's performance... and the smiles on the faces
     of the sourpusses.


     CLOSE - ROGER

     doesn't see Eddie.  He moves into the next verse.  He twirls
     around on the post.

                               ROGER RABBIT
               'My name is Roger Rabbit
               I've got a crazy habit
               I like to sing and dance and yuk...'

     Roger goes to Angelo, lifts off his cap, and whacks his
     toupee, making it spin like a top.

                               ROGER RABBIT
                      (continuing)
               '... So brighten up and smile
               You schmuck'.

     All the regulars in the bar have a good laugh at that one.
     Now as Roger twirls around on the post, he smashes into a bar
     tray held by Eddie.  Valiant carries him toward the back
     room, but the irrepressable entertainer gets on his knees Al
     Jolson style and blows kisses to his audience.  The regulars
     are HOWLING as Roger is carried out.


     INT. BACK ROOM

     Valiant flings Roger into the room and slams the door behind
     him.

                               ROGER RABBIT
               Hey, don't I get an encore?

                               VALIANT
               Why, you crazy Toon... I've been out
               there riskin' my neck for you.   I come
               back here and you're singin' and
               dancin'.

                               ROGER RABBIT
               But that's my calling, my purpose, my
               raison d'etre.  Toons are supposed to
               make people laugh... and believe me,
               those people needed a laugh.

                               VALIANT
               And when they're done laughin' , they're
               gonna call the cops.  That guy Angelo
               would rat on you for a nickel!

                               ROGER RABBIT
               Angelo?  He's a pal, a chum...

                               VALIANT
               An arsonist and a kidnapper.  He
               just got outta prison.

                               ROGER RABBIT
               Well... I still don't think he'd turn
               me in.

                               VALIANT
               Just because you got 'em to laugh?

                               ROGER RABBIT
               A laugh can be a powerful thing, Eddie.
               Sometimes it's the only weapon we have
               in life.

                               VALIANT
               I think I prefer the Smith and Wesson
               variety.

                               ROGER RABBIT
               I've met some cynical and miserable
               humans in my time.  But you, Edward
               Valiant, are positively funereal!

                               VALIANT
               Well, right now it's gonna be your
               funereal.

     Valiant takes his fist back to belt Roger.  Roger stands
     stoicly, jaw thrust forward, eyes closed.

                               ROGER RABBIT
               Go ahead and throw that punch.
                      (opens one eye)
               But you'd be more successful with a
               punch line.

     Valiant drops his fist and rubs his temples with frustration.

                               VALIANT
               You're driving me crazy, you know that?
               Let's go... you ruined this as a hiding
               place.

     Valiant grabs Roger by the scruff of the neck and opens the
     door.  But he ducks back in quickly.


     VALIANT'S POW - THROUGH DOOR - JUDGE DOOM

     has entered the bar.  He stands FRAMED in the doorway,
     Voltaire perched on his shoulder.  The red light of the neon
     sign flashes on his glasses making him look like he's got
     burning coals for eyes.  With the Weasles at the door backing
     him up, the satanic Doom walks to the bar, his FOOTSTEPS
     CREAKING along the wooden floor.  He surveys the scene, leans
     over the bar for a glass.  Doom holds the glass up to the
     light and looks at it disgustedly.  He picks up a bottle of
     scotch and carries it down to where the one-armed Soldier is
     sitting.  Doom stares at him, then pulls the empty sleeve out
     of the amputee's pocket.  He uses it to wipe the inside of
     the glass.

                               DOOM
               I'm looking for a rabbit.  He was last
               seen in this neighborhood.

     The barflies avoid Doom's stare and shoot covered glances to
     one another.  But nobody says a word.  Doom pours a drink
     into his newly cleaned glass... then gently pours it down
     Voltaire's gullet.

                               DOOM
                      (continuing)
               You couldn't miss him.  Buck teeth.
               Orange pants.  About yea big.

     Doom squashes the Midget's head down to approximate the size.

                               DOLORES
               There's no rabbit here, so don't harass
               my customers.

     Doom turns to Dolores.

                               DOOM
               I didn't come here to harass.  I came
               here to reward.

     Doom walks around Dolores toward the back.  But Doom stops
     next to the blackboard.  On it is written:  "Today's Special
     - French Dip - $ .50".  Doom erases the "French" and the
     decimal point in front of the "50".  Then he picks up the
     chalk and starts to write.  The CHALK SQUEAKS excruciatingly
     on the blackboard.  Everyone winces but watches anyway, as
     Doom writes "Rabbit" where the "French" was, and adds the
     zeroes to the "50".  It now reads:  "Rabbit Dip - $5000".


     AT THE BAR - ALL EYES

     are fixed on the figure on the blackboard.  Angelo licks his
     lips.

                               ANGELO
               Hey, I seen a rabbit...

     Angelo looks defensively at all his cronies and back to Doom.

                               ANGELO
                      (continuing)
               He's right here in the bar.

     But instead of pointing to the back of the bar, he talks to
     the empty barstool beside him.

                               ANGELO
                      (continuing)
               Say 'ello, Harvey.

     The tension is broken.  Everybody at the bar starts HOWLING.


     INT. BACK ROOM

     Roger turns to Eddie victoriously.

                               ROGER RABBIT
               My pal.


     IN THE BAR

     Doom stares down the regulars until the laughter stops.
     Meanwhile, a Weasle has started sniffing around the bar where
     Roger was dancing.  As Doom turns to leave, the Weasle
     whispers in his ear as he points to the back.  Doom smiles
     and pats the Weasle on the head.  He turns to Angelo and the
     others.

                                        DOOM
                Now we'll see who laughs best...

     The Weasle bloodhounds through the bar with Doom striding
     after him.  We FOLLOW them to the door to the back room.
     Doom rips the door open.


     INT. BACK ROON

     It's dark.  Doom flicks on the light.  REVEAL Valiant on the
     cot, his pint bottle cradled in his arm.  He blinks as if
     awakened from a drunken slumber.

                               DOOM
               Valiant?  Why is it that whenever my
               men smell a rabbit, you're there?

     Valiant plumps the pillow behind his head.

                               VALIANT
               Must be my cologne... Eau Dc Carrot.

                               WEASLE #1
                      (sniffs)
               He's in here all right, boss.

     Suddenly the Weasle grabs the pillow from under Valiant's
     head and carves it to shreds with a switchblade.  Feathers
     fly.  But no rabbit fur.

                               WEASLE #2
               Youse want we should take the place
               apart?

     The rest of the Weasles are arrayed behind Doom with Toon
     crowbars, picks, and a jackhammer.

                               DOOM
               No, Sergeant.  That won't be necessary.

     Doom walks over to the locker.

                               DOOM
                      (continuing)
               I know a trick that no Toon can resist.

     Doom raps on the locker with his knuckles.  Da-da-da-da-da...
     It's a familiar pattern that demands a Da-da response.  Doom
     moves to the desk and tries it again.  Da-da-da-da-da...


     INSIDE A MAXWELL HOUSE COFFEE CAN

     Roger is hiding while sweating out the urge to finish the
     familiar coda.  We HEAR the RAPPING again, closer.
     Da-da-da-da-da...  Roger's biting his nails.


     DOOM

     moves to the milk crate the coffee can is on.  Valiant gets
     up off the cot.

                               VALIANT
               You know, Doom, I don't know who's
               Toonier, you or the rabbit.

     Doom just smiles and knocks the pattern out on the crate.

                               DOOM
               Shave... and... a haircut...

     Roger bursts out of the can with the lid on his head.  He
     responds con brio.

                               ROGER RABBIT
               Two... bits!
                      (looks around)
               Uh... oh...

     PSSSHEW!  Roger flies out the door.


     INT. THE BAR

     He streaks across the bar and out the front door.   After a
     beat, two Weasles step into the bar holding the butterfly net
     they had stretched across the door.  They WHEEZE with glee at
     the struggling Roger trapped inside.  A third Weasle carries
     the Judge's briefcase.

     Doom strides confidently into the bar.

                               WEASLE
               Oyez... oyez... oyez... court is now in
               session.

     Valiant and Dolores are led out by a couple Weasles holding
     guns on them.  As Doom snaps the briefcase open on the bar,
     the twelve Kangaroos pop up in their jury box.  Doom raps on
     the bar with his gavel-headed cane.  The regulars watch the
     bizarre scene in stunned silence.

                               DOOM
               Roger Rabbit is charged with the cold
               blooded murder of a human... Marvin
               Acme.  The jury will direct their
               attention to exhibits A, B, and C.

     The Weasles display photographs of Jessica and Acme playing
     pattycake, a blow-up of his fingerprints spelling
     RogerRabbitRogerRabbit in the whorls on the photographs, and
     a picture of Acme lying under the safe.

                               DOOM
                      (continuing)
               Motive, evidence, modus operandi.  How
               do you find the defendant?

     Once again the Kangaroo court wastes no time delivering the
     verdict.  The Baby Kangaroos pop up with their Y-O-U A-R-E
     G-U-I-L-T-Y signs.

                               DOOM
                      (continuing)
               Guilty as charged.  Case closed!

     Doom slams the briefcase shut.  Now two Weasles wheel the
     stainless steel tub filled with dip into the bar.  Another
     hands Doom his black rubber gloves.

                               DOOM
                      (continuing)
               For this heinous crime, I sentence you
               to the dip!

                               ROGER RABBIT
               No, no. not the dip!  Eddie, tell him
               I didn't do it!

                               VALIANT
               I don't think it's gonna matter.
               Sorry, pal, I tried.

                               DOOM
               Yes, and for that you're charged with
               aiding and abetting.  But we'll let
               Santino handle that.

     Doom pulls on the rubber gloves.

                               VALIANT
               Hey, doesn't the rabbit even get a last
               request?

                               ROGER RABBIT
               A blindfold, cigarette, noseplugs?
               Just kidding.

                               VALIANT
               I think you want a drink.
                      (to Doom)
               How about it, Judge?

                               DOOM
               Well, why not?  I'm feeling magnanimous
               tonight.  The successful conclusion of
               this case draws the curtain on my
               career as a jurist. I'm retiring to
               take a new role in the private sector.

                               VALIANT
               Yeah?  Well, don't expect the Toons to
               give you a gold watch.

     Valiant pours a glass of whiskey filling it all the way to
     the rim.  He holds it out to Roger.

                               VALIANT
                      (continuing)
               Here you go, kid... say hi to Casper
               for me.

                               ROGER RABBIT
               But, Eddie, you know what happens
               when...

                               VALIANT
               Drink it, jerk.  All of it.

     He grabs Roger's hand and forces the drink into it.  Roger
     shrugs his shoulders and shoots the drink down.  We've seen
     the reaction before.  Suddenly Roger's head turns into a
     STEAM WHISTLE emitting such a PIERCING BLAST that is sends
     everyone into ear-grabbing agony.  Glasses, bottles, mirrors,
     even Doom's glasses SHATTER.  Valiant uses the distraction to
     punch the Weasles holding Roger.  He grabs the rabbit by the
     scruff of the neck. He gets as assist from Augie, who
     couldn't hear the noise.  Unfazed, Augie whacks a Weasle on
     the head with a barstool.  The Midget crawls behind Doom,
     who's been momentarily blinded.  The one-armed Soldier pushes
     him over.  Angelo is turning one Weasle's head around and
     around like a cruller.  Finally, Doom gets to his feet.

                               DOOM
               After them you fools...

     As the Weasles regroup, Valiant tips the stainless steel tub
     over sending the dip spilling toward them.  The Weasles
     recoil from the liquid.  Even Doom takes a step backward.


     EXT. TERMINAL BAR

     Eddie and Roger race down the stairs and toward the Toon
     Control Wagon which is parked in front of Doom's Lincoln,

                               ROGER RABBIT
               Oh, Eddie, that was quick thinkin'.
               Nothin' like usin' the old noggin, the
               noodle, the grey matter...

                               VALIANT
               If I'm so smart, how come I'm runnin'
               from the law with a Toon?

     Valiant opens the door of the Toon Control wagon, and flings
     Roger inside roughly.


     INT. CAB

     Eddie goes to start the vehicle but the key is gone.   Now
     from behind them comes a DEEP RUMBLING VOICE somewhere
     between Lord Buckley and Barry White.

                               VOICE
               Excuse me, gentlemen...

     Eddie and Roger turn.  A snazzy TOON ROADSTER whose grill
     functions as it's mouth is talking from behind the liquid
     bars.

                               ROADSTER
                   If you effect my extrication, I
                   could offer you some carburetion.

     Valiant sighs with resignation and slides out of the cab,
     Roger in tow.


     EXT. REAR OF WAGON

     Eddie and Roger come racing around the side of the wagon.
     Valiant searches the back of the truck for the on/off switch.
     He finds it and turns off the flow of acetone.  The Roadster
     zips out of the truck and lands on the pavement, already
     flexing and limbering.   Behind him, a comical number of other
     TOON DETAINEES hop out like midgets out of a Volkswagon.

     They all head for the hills.

                               ROADSTER
               Well... what're we waitin' for, the
               William Tell Overture?


     ANGLE ON TERMINAL BAR - THE WEASLES

     come piling out.  They stack up like an Indian totem pole
     searching every direction.  One of them spots Eddie and
     Roger.  The Weasles stumble all over themselves in a mad
     scramble down the stairs.


     EDDIE AND ROGER

     hop into the sleek two-seater.   Valiant looks at the myriad
     of goofy cartoon gauges and switches on the Roadster's
     dashboard.

                               VALIANT
               What do I do?

                               ROADSTER
               You don't have to do nothin'...

     With a ferocious RUBBER BURNING SQUEAL, the Roadster ROARS
     off in "no frames".  The exit is so fast that Eddie and Roger
     are left behind, hanging mid-air.  But before they hit the
     ground, the Roadster zips back INTO FRAME.  Eddie and Roger
     fall back into their seats.  The Roadster bends around so his
     grill is facing them.

                               ROADSTER
                      (continuing)
               Uh... except hang onto your hat.

     The Roadster ROARS off again in a cloud of Toon dust.


     INT. SANTINO'S COP CAR

     coming the other way.  It's followed by another squad car,
     both with SIRENS BLARING.  When the red blur streaks by, Lt.
     Santino turns to his PARTNER.

                               LT. SANTINO
               What the hell was that?

                               PARTNER
               Speeding rabbit, Lieutenant.

                               LT. SANTINO
               That's what I was afraid of.


     EXT. STREET

     Santino's car does a 180 degree spin, and goes after the
     Roadster.  The second squad car follows.  The Weasles pile
     into the Toon Control wagon and join the chase.


     INT. THE ROADSTER

     rockets down the street, then takes a turn so wide that it
     drives up the front of the corner building, then back down on
     the sidewalk, just avoiding a newsstand.  The squad car
     following is not so dexterous.   It CRASHES into the stand,
     sending newspapers flying.


     THE ROADSTER

     looks back over it's shoulder, admiring his handiwork.

                               ROADSTER
               Read all about it, Benny's back in
               town!

     Up ahead, an egg delivery truck is double-parked in their
     lane.  Benny snaps around just as they're about to crash into
     the back of the truck.  There's nowhere to go.   But Benny's
     cool.

                               ROADSTER
               Going up...

     Suddenly, just before impact, the Toon suspension on the car
     accordions up, giving it a clearance of about fifteen feet...
     just enough to get over the truck.


     THE TOON CONTROL WAGON

     doesn't come with this unique feature.  It tries to avoid the
     truck but SMASHES into the back, splattering hundreds of eggs
     and sending the Weasles flying.


     EDDIE AND ROGER

     look down from their suspended position at the chaos behind.

                               ROADSTER
               Next floor, sundries, knick knacks,
               escaped convicts.  Watch your step.

     The Roadster accordions back down to it's original height and
     speeds past TWO MOTORCYCLE COPS.  The motorcycles ROAR after
     them.

                               ROGER RABBIT
               Hey, Benny, what were you in for?

                               ROADSTER
               Reckless driving.  Do you believe that?

                               VALIANT
               Hard to imagine.

     Benny zig-zags through traffic, scooting between cars, but
     the Motorcycle Cops manage to stay on his tail.  Up ahead,
     traffic is stopped in his lane.  With nowhere to go, Benny
     passes a trolley car moving down the center of the street.
     Suddenly, he swerves in front of the trolley to elude the
     Cops... only to see another Red Car coming the other way.

                               ROADSTER
               Hold your breath, babies...

     Benny sucks in his girth and gets on his tip-toes as the
     trollies pass on either side of them.


     WIDE SHOT

     When the trollies clear, Benny staggers out from between them
     still on tip-toes.  Benny plops down, squashes, then pops up
     to his old self again.


     BEHIND THEM

     The crippled Toon Control wagon is struggling to keep up.
     Voltaire circles above the truck and picks two Weasles up off
     the roof.  They're each carrying several sticks of dynamite.


     FROM THE AIR

     We see Voltaire flying after the Roadster, which is speeding
     along the palm-lined Elysian Park Drive.  The Weasles light
     the dynamite sticks and with WHEEZING delight, bombard the
     car below.


     BENNY

     swerves right and left dodging the EXPLOSIONS.  Now a stick
     of dynamite falls into the back seat, fuse burning.  Benny
     looks back.

                               ROADSTER
               Hate to sound like Chicken Little, but
               is the sky falling or what?

     Eddie and Roger turn to see the dynamite, fuse burning low.
     Valiant makes a desperate grab for it.  But it rolls under
     the front seat.  Roger jumps in Eddie's lap.


     ABOVE - VOLTAIRE AND THE WEASLES

     satisfied that they've hit their target, swoop back to the
     Toon Control wagon.


     IN THE ROADSTER

     Valiant tries to untangle himself from Roger.

                               VALIANT
               Grab it, you idiot!

     Finally, at the last second, Roger reaches down and picks the
     dynamite up like a hot potato.  He flips it out of the
     Roadster.


     THE DYNAMITE

     spins through the air, finally landing on the roof just as
     Voltaire and the Weasles arrive.  BOOM!  The Toon Control
     wagon is demolished.  When the smoke clears we see the
     Weasles and Voltaire scattered roadside, faces blackened,
     feathers smoking.


     EXT. ECHO PARK STREET

     Benny is leading a merry chase up and down the hills.  Beside
     the two Motorcycles, there are half a dozen squad cars.  But
     as Benny comes over the last rise, we see the road deadends
     at Echo Park Lake.  The police have blocked off the
     perpendicular streets with squad cars.  Eddie and Roger see
     the deadend fast approaching.  Roger covers his eyes with his
     ears.  Valiant braces himself.

                               VALIANT
               The brakes!  The brakes!

     Benny hits the brakes.  Smoke pours out as they burn up and
     the momentum is barely broken.

                               ROADSTER
               Forget the brakes, who brought the
               water wings?

     The Roadster SMASHES through the wooden guard rail and sails
     out over the water.  KERPLOP!  It splashes down in the lake.


     THE POLICE CARS

     SCREECH to a stop at the edge of the lake.  Santino jumps out
     and regards the floating Roadster.  He turns to the other
     cops with a smirk.  When he turns back again, the smirk
     disappears from his face.


     ANGLE ON LAKE

     Benny is calmly swimming away using his fenders to do the
     crawl.  Now they pass a spooning COUPLE in a rowboat.  The
     couple regard them open-mouthed.


     THE EDGE OF THE LAKE

     Benny nears the shoreline, touches bottom and wades out.
     When they hit dry land, Benny shakes off like a dog.  He REVS
     HIS ENGINE.

                               ROADSTER
               Maybe it's my imagination, but I always
               seem to run better after I've had a
               wash.
                     (turns)
               Now where can I drop you cats?

     As Benny ROARS off...

                                              CUT TO:


     EXT. ALLEY - DAY

     Benny peeks around the corner, then tip-toes into view. down
     the alley until he stops in front of a back door.  Eddie and
     Roger climb out.

                               VALIANT
               Thanks, Benny.

                               ROADSTER
               If you ever need me, just stick out
               your thumb.

     WHOOSH!  Benny is gone.  Valiant goes to the door and unlocks
     it.  As he and Roger head up the back stairs...

                                              CUT TO:


     INT. BUILDING - CLOSE - DOORWAY

     A hand painted design on the rippled glass shows a knight on
     a white charger.  On the shield in bold letters it says,
     "Veritas".  And lettered around it -- "Valiant and Valiant -
     Private Investigation".


     VALIANT

     sticks his key in the door and unlocks it.  Roger studies the
     banner.

                               ROGER RABBIT
                Valiant and Valiant?  Who's the other
                Valiant?

                               VALIANT
                My brother.  Get inside.

     He pushes Roger into the office.


     INT. OFFICE

     It's a typical detective office -- a couch, a sink, a window
     -- except for the partner's desk in the middle of the room.
     There's a chair on each side.  Valiant closes the door and
     locks it.

                               ROGER RABBIT
                So what's our plan, our scenario, our
                modus operandi?

                               VALIANT
                We can't do anything till it's dark.

     Valiant picks up some yellowed newspapers off the couch and
     dumps them on the floor.  They leave a clean spot on the
     couch.

                               ROGER RABBIT
                Guess you haven't been here in a while.
                     (reads
                      headline)
                'Japs Bomb Pearl Harbor'.

     Roger walks over to the wall.  He takes a framed picture off
     the wall which shows two guys clowning with Mickey Mouse.

                               ROGER RABBIT
                Say, who's this guy laughin'?

                               VALIANT
                Me.

                               ROGER RABBIT
                Gee, I didn't recognize you... I've
                never seen you laugh before.  That your
                brother makin' the rabbit ears?

                               VALIANT
                What is this, Twenty Questions?

     Valiant grabs the picture from Roger and re-hangs it.

                               VALIANT
                      (continuing)
                I'm gonna get some sleep.  I suggest
                you do the same.
         
     Valiant stretches out on the couch.  Roger nudges him to move
     over so he can lie down.  Grudgingly, Valiant slides over a
     fraction giving Roger a tiny piece of the couch.  They lie
     head to foot.


     CLOSEUP - VALIANT

     The problems of the day are knitting his brow.  Finally his
     eyes close.  After a beat, we HEAR Roger SNORING.  It's LOUD.
     Valiant's eyes pop open.  He rolls over.  WIDEN THE SHOT to
     see what he sees.


     ABOVE ROGER'S HEAD - A TOON DREAM BUBBLE

     has appeared.  Inside the bubble is a saw sawing back and
     forth through a log.  It is SYNCHRONIZED to the SOUND of
     Roger's SNORE.  Valiant kicks Roger, trying to stop the
     infernal SOUND.

     Roger sits up.

                               ROGER RABBIT
                Huh?

     In the dream bubble, the saw cuts through the log.  One end
     of the log falls out of the bubble and BONKS Roger on the
     head, knocking him unconscious.  Valiant shakes his head and
     closes his eyes again.  We PAN UP off his face and PAST the
     window where the sun is setting.  As the CAMERA MOVES ALONG
     THE WALL, we see a gallery of framed newspaper clippings.
     "Valiant and Valiant Crack Popeye Kidnapping - Return Sweepea
     to Loving Arms of Parents".  And... "Brothers Find Brothers:
     Heckle and Jeckle Rescued From Redwood Forest!"  And...
     "Goofy Cleared of Atomic Spying Charges".  The PAN CONTINUES
     until we get to the window again.  Now it's dark outside.
     MOVE DOWN to Valiant's sleeping face.  He stirs. then opens
     one eye.  Now they both pop open at what he sees.


     VALIANT'S POV

     Roger has a magnifying glass an inch in front of his face
     that distorts his grinning face hideously.


     VALIANT

     startled from his sleep, reflexively shoves Roger away from
     him.  He flies into a swivel chair and goes spinning around.

                               VALIANT
                You damn Toon!  No wonder they picked
                you for the patsy.  Always gotta play
                the fool.  You make me sick!

                               ROGER RABBIT
                Gee, you shamuses are a tough audience,
                but what happened to you that was so
                dark, lurid, embittering?

                               VALIANT
                You wanna know?  Well, since you're so
                goddamn curious, I'll tell ya.  One of
                you Toons killed my brother.

                               ROGER RABBIT
                A Toon?  Noooo.

                               VALIANT
                Yeah, a Toon.  It was the guy who
                killed Bambi's mother.

                               ROGER RABBIT
                Him?  Oh, he was vile, heinous,
                despicable... a smear on the drafting
                board.

                               VALIANT
                Yeah, everybody thought so.  But me and
                Teddy got a kick out of Toons.  All
                Toons.  We couldn't see the bad in 'em.
                And when this guy was accused of
                knockin' over the First National Bank
                of Toontown, we took his case.  But
                when we looked into it, we found out he
                did do it after all.  We went to his
                house to take him in.  But he was wise.
                He got the drop on us... literally.

                               ROGER RABBIT
                      (wincing)
                Safe?
         
                               VALIANT
                Piano.  Guy got away, disappeared into
                Toontown.  Nobody ever saw him again.

     Now the PHONE on the desk RINGS.  Roger makes a move to it.

                               ROGER RABBIT
                I'll get it.

                               VALIANT
                Get away from there.

     The PHONE RINGS TWO MORE TIMES and stops.

                               ROGER RABBIT
                Wrong number?

                               VALIANT
                No, it's not.

     Valiant goes to the phone anticipating a RING which comes
     after a moment.  Valiant picks up the receiver.

                               VALIANT
                      (continuing)
               Dolores?
         
                                              INTERCUT:


     DOLORES

     on the phone in the Terminal Bar.

                               DOLORES
               I was hopin' you'd be there.  Maroon's
               called here about four times.  He says
               he's gotta talk to you tonight.  He
               says he can help you.

                               VALIANT
               I'll bet.

                               DOLORES
               Are you gonna call him, Eddie?

                               VALIANT
               What've I got to lose?  You okay,
               Dolores?

                               DOLORES
               Yeah... they closed me down for a
               coupla weeks.

                               VALIANT
               That'll work out just fine.  When this
               thing is over, I'll take you to
               Catalina.  How does that sound?

                               DOLORES
               Familiar.  Be careful, Eddie.

     Dolores hangs up the phone.

                                              INTERCUT TO:


     VALIANT

     He CLICKS the switchhook and dials.
         
                               VALIANT
               Maroon?  Whaddaya want?

                               MAROON
                      (on phone)
               Have you got the will?

                               VALIANT
               Maybe.  Why?

                               MAROON
                      (on phone)
               Meet me at my studio at nine o'clock.
               If you've got the will maybe we can
               stop this thing.

                               VALIANT
               Stop what?

     CLICK.  Maroon has hung up.  Valiant hangs up the phone and
     goes to a wall safe.  He spins the combination.

                               ROGER RABBIT
               Gee, Eddie, you're not gonna go, are
               ya?  Maroon'll be layin' for ya at nine
               o'clock.

                               VALIANT
               That's why I'll be there at 8:45.

                               ROGER RABBIT
               I tell you what, maybe I better come
               with you.

                               VALIANT
               Forget it.

     Valiant reaches into the safe for a .38 revolver.  He checks
     the cylinder. Then he takes out a wooden box about 8" X 12".
     He closes the safe, picks up a black doctor's bag and puts
     the box and the revolver into it.

                               ROGER RABBIT
               You know, Eddie, I'm not as much of a
               chump, and a patsy, a yokel as you
               think.

                               VALIANT
               How much is a shave and a haircut,
               Roger?

                               ROGER RABBIT
                      (sheepish)
               Two bits.

                               VALIANT
               I rest my case.

     Valiant goes to the door, pauses.

                               VALIANT
                      (continuing)
               If I don't make it back here by ten...

                               ROGER RABBIT
               Yeah?

                               VALIANT
               ... I'd head for Cucamonga.

     Valiant closes the door, leaving Roger alone.  Roger paces
     back and forth manically.

                               ROGER RABBIT
               Cucamonga?  I don't know anybody in
               Cucamonga.


     EXT. MAROON STUDIO - NIGHT

     The lot is dark and deserted.  Now headlights cut through the
     darkness as Maroon's Packard pulls up in front of the
     Administration building.


     INT. CAR - MAROON

     reaches over and opens the glove compartment.  He takes out a
     small automatic.  But his hands are so slippery with
     perspiration, it falls to the floor.  Cursing, he takes out
     a handkerchief, wipes his hands and his face and picks up the
     gun again.  As he gets out of the car, we see the clock says
     8:55.


     INT. ADMINISTRATION BUILDING - NIGHT

     Maroon hustles up to his office door.  He looks nervously
     over his shoulder, then goes inside.


     INT. MAROON'S OFFICE

     Maroon switches on the lights.  He goes to his desk.  He
     takes out the gun and puts it in the left hand drawer.  Then
     he takes it out and puts it in the right hand drawer.  Then
     back to the original drawer.  Finally satisfied, he goes to
     the bar to calm his obviously shattered nerves.  As his
     shakey hand starts to pour from the decanter, another hand
     comes INTO FRAME.

                               VALIANT
               Steady, R.K., that stuff's eighteen
               years old.

     Maroon jumps back as Valiant steps from behind the curtain,
     holding his black bag.

                               MAROON
               Valiant!  You surprised me.

                               VALIANT
               That was the idea.

     Valiant takes over the pouring duties.  He turns and carries
     Maroon's drink to him.  Maroon goes and sits down in his
     chair.  He looks to the pistol hiding place.  Valiant
     casually sits on the desk, putting his legs over the drawer.

                               VALIANT
               You're not too good at this, are you,
               R.K.?

                               MAROON
               No... I'm not.  I'm a cartoon maker,
               not a murderer.

                               VALIANT
               Well, everybody needs a hobby.

                               MAROON
               No, you gotta understand, Valiant, I
               had nothin' to do with Acme gettin'
               killed.  I just wanted to sell my
               studio.  But they wouldn't buy my
               property unless Acme would sell his.
               And he wouldn't.  So I was gonna
               blackmail Acme with pictures of him and
               the rabbit's wife.

     Maroon gets up from his chair, highly agitated.

                               MAROON
                      (continuing)
               But then it all went to hell.  I been
               around Toons all my life.  I can't sit
               around and see them all destroyed.

     Maroon eyes Valiant's black bag.

                               MAROON
                      (continuing)
               You got the will in there, don't ya?

                               VALIANT
               No, I don't.

                               MAROON
               You tricked me, damn you!

                               VALIANT
               Take it easy.

                               MAROON
               There's no time to take it easy!  You
               don't realize the diabolical mind we're
               dealing with!


     ANGLE ON WINDOW

     A gun pokes through the open window past the curtain.  It's a
     Colt .45 Buntline -- an unmistakeable gun with an extra long
     barrel.

                               MAROON
               If I don't get that will by midnight
               tonight, Toontown's just gonna be land
               for the free...


     VALIANT

     sees a reflection of the gun on the glass on a movie poster
     on the wall.  He turns.  But it's too late.  BANG!  BANG!
     BANG!  Maroon crumples, caught mid-sentence.  Valiant dives
     behind the desk and draws his gun.  He looks over at Maroon's
     dead body on the floor.

                               VALIANT
               And the home of the brave?

     Valiant crawls to the window where the shots came from.  He
     looks out.


     VALIANT'S POV

     The comely silhouette of Jessica Rabbit runs to her car,
     jumps in and ROARS out the the studio gates.


     VALIANT

     grabs his black bag, climbs out of the office window and
     jumps off the fire escape to the lot below.


     EXT. STUDIO LOT

     Valiant hops into Maroon's Packard.  He hits the starter
     button and takes off after Jessica.


     NEW ANGLE

     as the car pulls away, the trunk lid lifts.  Roger Rabbit
     peers out, disoriented.  Then closes it.


     EXT. STREET - NIGHT

     Jessica's car speeds along.  Valiant is in close pursuit in
     the Packard.  He's about to catch up on the straightaway when
     Jessica's car disappears into a tunnel.


     VALIANT

     slams on his brakes.  The Packard goes fishtailing, finally
     spinning to a stop at the foot of the "Toontown" sign.

     Valiant gets out of the car.  He looks down the tunnel.  He's
     sweating.  He loosens his necktie.  He paces back and forth
     at the tunnel mouth.  He looks up at the Toontown sign and
     suddenly smashes it with his fist.  It spins around like a
     weathervane.

     Valiant walks to the Packard with purpose.  He grabs the
     black bag and puts it on the hood.  He opens it and takes out
     the wooden box.


     CLOSE - BOX

     as the clasp is popped and the box opened, REVEAL a stunning
     presentation model TOON .38 resting on crushed velvet.  It's
     everything a real gun could be... and more.  Each feature is
     exaggerated... the barrel, the cylinder, the ivory grips are
     all Toon-sized.


     VALIANT

     picks the gun up and hefts it respectfully.  Then he opens an
     ammo section in the wooden box. SIX TOON .38 DUM-DUM BULLETS
     are in velvet creases.  The Toon Bullets blink to life as if
     awakening from a long sleep.

                               DUM-DUM #l
                      (rubbing eyes)
               Eddie... is that really you?

                               VALIANT
               Uh-huh.

                               DUM-DUM #2
               What year is it?

                               VALIANT
               '46.

                               DUM-DUM #3
               Who won the war?

                               DUM-DUM #4
               Who do you think, dummy?

                               DUM-DUM #5
               Welcome back, Eddie.

                               DUM-DUM #6
               Where you been the last five years?

                               VALIANT
               Drunk.

     He opens the cylinder.

                               VALIANT
                      (continuing)
               Feelin' frisky tonight, boys?

                               DUM-DUMS
               Yeah!

     The Bullets eagerly dive into their respective chambers.  He
     snaps the cylinder closed, reaches into his shoulder holster
     and takes out the pint bottle.  He unscrews the cap and pours
     the rest of the booze onto the ground.  When it's drained, he
     flings the bottle in the air and FIRES the Toon .38.  KA-POW!
     It makes a SOUND like a CANNON.


     THE TOON BULLET

     climbs like a rocket into the dark sky.  It SCREECHES up to
     the bottle, puts on the brakes.  The Bullet puts on a
     jeweler's eyepiece, then it whips out a little hammer and
     chisel acd delivers one delicate tap.


     VALIANT

     watches as a cut glass chandelier falls out of the sky and
     CRASHES at his feet.  Valiant holsters his weapon and climbs
     into the Packard.  He puts it in gear and pulls into the
     tunnel.


     IN THE TUNNEL - DRIVING

     As Valiant heads toward the proverbial light at the end of
     the tunnel, suddenly the CAR RADIO COMES ON.

                               RADIO ANNOUNCER
               ... From the tippy tip top of
               Toontown's Tip Top Club, this is Mellow
               Melody Matinee.  Here's our favorite
               cricket, Jimmy, with 'Give A Little
               Whistle'.

                               JIMINY CRICKET
                      (on radio)
               'When you get in trouble, and you don't
               know right from wrong...'

     Valiant turns the on/off switch, then punches all the buttons
     but to no avail.  The SONG PLAYS ON anyway.

                               JIMINY CRICKET
                      (continuing)
               '... Give a little whistle
               Give a little whistle...'

                               VALIANT
               I hate Toontown...

     As Jimmy croons on, Valiant emerges from the tunnel.


     VALIANT'S FOV

     Through the windshield we see we have arrived in Toontown,
     where it's a beautiful sunny day.  Eddie is now driving down
     a phantasmagorical boulevard in a completely animated world.
     It's a Max Fleischer version of a city neighborhood.  The
     trees and buildings are swaying in time with the MUSIC.
     Eddie looks to his left and sees a huge Aphrodite-like hood
     ornament on the front of a TOON CAR.  Then as the car starts
     to pass him he sees hood... hood... hood... more hood then a
     CHAUFFEUR, then more car, and finally the Wolf we remember
     from the Ink & Paint Club.  He's in top hat and tails, a TOON
     LAMB in the passenger seat.  He tips his hat.

                               WOLF
               Helloooo, cousin.

     Now he drives past a Toon building under construction.  Like
     everything else in Toontown. the construction company sports
     the name "Acme".  The sign out frontsays:  WATCH OUR
     PROGRESS.  Eddie looks up, and before he can drive by, the
     building gets built floor by floor with accompanying SFX in
     about two seconds.

     Up ahead, the street is clear for blocks.  Then suddenly cars
     pour out of all side streets at once, clogging the boulevard
     like arteriosclerosis.  There is mad HONKING in this cartoon
     traffic jam.  Eddie shakes his head.  He pulls over, parks
     and gets out.

     Valiant pulls out his Toon .38.  Suddenly, the street empties
     in the blink of an eye.  Shutters close, and the sidewalk
     rolls up like window shades.  It's so quiet you could hear a
     pin drop.  In fact, a PIN DROPS from a second story window,
     landing with the CLANG! of a manhole cover.  All is quiet
     again.  Valiant starts across the street -- there is a CREAK
     behind him.  Valiant whirls around, levelling his pistol at
     the sound.


     ANGLE ON PACKARD - ROGER

     peeks out of the trunk of Maroon's car.

                               ROGER RABBIT
               Don't shoot, Eddie.  It's me.

     Valiant lowers the gun as Roger emerges.

                               VALIANT
               What the hell are you doin' in there?

                               ROGER RABBIT
               I followed you to the Maroon Studios.
               When I heard those shots, I thought I'd
               help you and investigate the inside of
               this trunk.

     Valiant reaches into the black bag in the car.  He comes out
     with a pair of TOON HANDCUFFS.  He slaps one on Roger's
     wrist.

                               ROGER RA13BIT
                      (continuing)
               Hey, what're you doin'?

     Valiant drags Roger to the steering wheel.

                               VALIANT
               I'm making sure you don't help me
               anymore.

     He locks the cuff to it, and heads across the street.


     AROUND THE CORNER - VALIANT

     stops at a street sign.  The post is bristling with fingers
     pointing in different directions; i.e., Poughkeepsie,
     Transylvania, Walla Walla, South Pole (the finger points down
     of course), and finally a finger which says:  The Dame.
     Eddie follows the finger down the side street to a high rise
     building.

     He catches a glimpse of Jessica darting into the elevators.
     Valiant hustles inside after her.

     Valiant goes to the elevators, and watches the floor
     indicator spinning round and Round, finally stopping with a
     BING at the 125th floor.  The elevator doors open and Valiant
     steps on.


     IN THE ELEVATOR

     Valiant punches 125.  Suddenly the elevator takes out with
     such velocity that Valiant is thrown to the floor.  After a
     moment, it stops so fast that he hits the ceiling.  Then
     bounces back to the floor as the doors open.  He picks
     himself up and steps off the elevator.

     He's in a foyer with four doors.  Valiant opens the first and
     steps inside.  He disappears.


     NEW ANGLE

     Valiant is on the outside of the building hanging onto a
     flagpole for dear life.  He looks down at the street which
     looks miles below.  Valiant inches back along the flagpole to
     the door and pulls himself to safety.


     INSIDE - VALIANT

     tries the next door.  This time more carefully.  A SPEEDING
     TRAIN is coming right at him.  He slams the door.  He tries
     the next one.  A homely OLD TOON LADY is in a bathtub.  She
     lets out a BLOODCURDLING SCREAM.  Valiant closes that door
     quickly, and turns to the last.  When he opens this one, we
     HEAR FOREBODING MUSIC.  We see...


     A DARK ALLEY

     Warily, Valiant walks into the alley, gun drawn.  There's a
     NOISE behind the garbage cans.  Valiant turns as a DEAD BODY
     with a knife in his back falls out of the shadows at
     Valiant's feet.  A SQUEAKY VOICE comes from behind Valiant.

                               VOICE
               I guess they didn't clean up after the
               last moider.

     Valiant whips around to see a TOON RAT perched on a skull
     picking his teeth.  Valiant kicks the skull.  The rat
     scrambles for cover.

     As Valiant continues on, we see...


     JESSICA RABBIT

     Steps out of the shadows behind him and aim the gun at his
     back.

                               JESSICA RABBIT
               Don't move, Valiant.

     Valiant turns slowly to see Jessica's got a bead on him with
     her revolver.

                               VALIANT
               Well... I always figured I'd get it in
               Toontown.

     BLAM!  She fires.  But Valiant's still standing.  We HEAR a
     CRASH behind Eddie as a figure falls into some boxes from a
     fire escape above.

                               JESSICA RABBIT
               I think I got him.

     Jessica runs past Valiant to the figure.  He follows,
     bewildered.


     ANGLE ON GROUND

     We can see two rabbit ears sticking out from behind a box

                               VALIANT
               You shot Roger.

                               JESSICA RABBIT
               That's not Roger.  It's one of Doom's
               men.  He killed R.K. Maroon.

     Jessica moves the box aside and tugs on the rabbit ears.  The
     rabbit head pops off.  Underneath is a Weasle.  In his hand
     is the Colt .45 Buntline.

                               VALIANT
               Lady, I guess I had you pegged wrong.

                               JESSICA RABBIT
               Don't worry, you're not the first.  We
               better get out of here.

     As they run down the alley...

                                              CUT TO:


     THE PACKARD - ROGER

     is behind the wheel making ENGINE NOISES like a little kid.
     He pushes all the buttons, windshield wipers, convertible
     top, etcetera, until he accidentally hits the starter button.
     VROOM!  The Packard fires to life.  Roger's startled for a
     moment, but quickly regains his composure.

                               ROGER RABBIT
               Hmmm... What would be the harm if I
               took her for a spin?

     He throws it into gear.  The Packard bucks into the car in
     front of it.  Then Roger shifts again.  The same process is
     repeated in reverse.  He SMASHES back and forth.  BANG!
     BANG!

                               ROGER RABBIT
                      (continuing)
                Ah... the open road.


     AROUND THE CORNER - EDDIE AND JESSICA

     come racing down the street.

                               JESSICA RABBIT
               It was Doom who killed Acme, you know?

                               VALIANT
               Why didn't you tell me?

                               JESSICA RABBIT
               I didn't know who I could trust.

                               VALIANT
               We're even.  By the way, I did find
               your husband.

                               JESSICA RABBIT
                      (excited)
               Where is he?

                               VALIANT
               He's right here in the...

     Valiant rounds the corner and points toward the spot where
     the car used to be.  But all that remains is a crumpled
     bumper.

                               VALIANT
                      (continuing)
               ... car.

     He shakes his head and looks around for signs of Roger.

                                              INTERCUT TO:


     THE PACKARD

     is careening down Toon streets totally out of control.
     Panicked, Roger is spinning the wheel as if it were a
     motorboat.  He drives in one side of Mother Goose's Shoe and
     out the other, diapers all over the windshield.  Unable to
     see, Roger steers right off the road.  The car hurtles
     through space.  As it starts to fall, we see it's Toon
     Monument Valley.  The Packard passes a promontory on which
     WILE E. COYOTE is perched.  As Roger passes, he waves to the
     Coyote.

                               ROGER RABBIT
               Hi, Roger Rabbit.  Love your work.

                                              INTERCUT TO:


     EDDIE AND JESSICA

     who are now facing a squad of TEN Toon Control Weasles.  They
     unleash a fusilade of bullets.

     Valiant knocks Jessica to the ground.  The bullets pass
     harmlessly overhead going into the window of the Acme Cheese
     Shop, riddling a round of cheese.  The CHEESEMAKER'S hand
     comes INTO FRAME changing the sign that says "Gouda" to
     "Swiss".

     Valiant rolls and FIRES his Toon .38 Special.  The Toon
     Bullet turns into a cannonball, which rolls down the street
     busting up the Weasle squad like a bowling ball through ten
     pins.

     As Eddie pulls Jessica to her feet, two more Weasles descend
     on them.  They fling Toon knives, which pin Eddie to a wooden
     fence.  Valiant rips one hand free, and BLASTS two shots at
     them.

     The Toon Bullets get to the Weasles, and open their nose
     cones.  Two frying pans emerge and BONK the Weasles on the
     head.

     Jessica starts to pull the knives out, releasing Eddie.

                               VALIANT
               How did you get onto Doom?

                               JESSICA RABBIT
               Marvin told me.  Doom was after his
               land.  Ne was afraid.  That's why he
               brought me his will.

     Valiant sees a Weasle skulking at them with a tommygun.
     BLAM!  Valiant fires at him.  The Weasle ducks back around
     the corner.  But Valiant's Dum-Dum SCREECHES to a stop and
     goes around the corner, too.  We HEAR an EXPLOSION.  The
     Weasle come staggering out and falls in the street.

                               VALIANT
               So where is it?

                               JESSICA RABBIT
               When I opened up the blue envelope, all
               that was inside was a blank piece of
               paper.

                               VALIANT
               A joker to the end.

     Now Weasles are coming at them from every direction.  Valiant
     aims the Toon .38 at a Toon tank rolling their way.  But when
     he pulls the trigger, the gun just CLICKS.  Empty.

                               JESSICA RABBIT
               Looks like our goose is cooked, our
               hash is slung, our fait is accompli...

                               VALIANT
               Lemme guess where you got that from.
               Tell me somethin', what'd you ever see
               in that guy anyway?

                               JESSICA RABBIT
               He made me laugh.

     Valiant shakes his head.  Now they are completely surrounded
     by Weasles.  The situation looks bleak.

                               VALIANT
               Well, do you prefer to die this way or
               that way?

     Valiant jerks his thumb indicating the direction behind him.
     Suddenly, there's a rubber-burning SCREECH as Benny the
     Roadster arrives next to Valiant's hitchhiker-posed thumb.

                               ROADSTER
               Need a lift?

     Valiant does a take.

                               VALIANT
               Benny.

     The Roadster looks back approvingly as Jessica climbs in with
     Eddie.

                               ROADSTER
               Mr. Valiant, you've made a vast
               improvement in the company you keep.

     Benny blasts through a couple of Weasles.  They swing back
     and forth like tavern doors, then topple.

     He takes a hard right into the next block which is the Toon
     Arctic.  His tires turn into skis.  He slaloms back and forth
     between trees.  The Weasles pursue on dogsled.

     Benny grabs a striped barber's pole -- the North Pole -- and
     slides down it.  They land in the Toon Sahara.  Benny crawls
     up a large sand dune, his tongue hanging out of his radiator.
     He glances back at the Weasles who are mounted on camels,
     waving scimitars.  When they reach the top of the sand dune,
     we see they're on the precipice of a bottomless chasm.

                               ROADSTER
               Look, the drawbridge -- we're gonna
               make it.

                               VALIANT
               I don't see any bridge.

                               ROADSTER
               That's because you gotta draw it first.

     Benny takes a pencil hanging from a post lettered "Draw
     Bridge".  He wets the pencil point and in a flash draws a
     bridge.  It's a rickety rope bridge.  Using the pencil as a
     balancing pole, Benny starts to tiptoe across.

     The Weasles jump off t'heir camels and start filing onto the
     bridge after them.

     When Benny finally reaches the other side, Valiant grabs the
     pencil from him and gets out of the car.

                               VALIANT
               Hold on a second.

                               JESSICA RABBIT
               Eddie, come on.

     But Valiant stands facing the Weasles, who are charging at
     him, swords raised.  With a sly smile, Valiant holds up the
     eraser end of the pencil.  This freezes the Weasles.  But as
     Valiant starts to erase a rope support, the eraser breaks off
     the pencil and falls down into the chasm.  The Weasles WHEEZE
     with relief and advance for the kill.  At the last second,
     Valiant takes the business end of the pencil and scribbles a
     handsaw.  He grabs it by the handle and saws the rope.  The
     bridge swings away, smacking the Weasles into the opposite
     canyon wall.  One by one, they slide off and disappear into
     the abyss.


     VALIANT

     climbs back into Benny.  The Roadster takes off again, making
     a skidding left turn onto the main drag.  As they make their
     break into the Toontown tunnel...


     EXT. TOONTOWN TUNNEL - L.A. SIDE - NIGHT

     A ten gallon drum is sitting by the side of the road under
     the Toontown sign.  From in the tunnel we hear the SOUND of
     Benny's ENGINE coming closer.  Now a foot comes out of the
     shadows and rests on the ten gallon drum.  As the SOUND of
     the ROADSTER gets VERY LOUD, the foot kicks the drum over,
     spilling a clear liquid across the road.


     NEW ANGLE - THE FOOT

     belongs to Judge Doom.  Doom smiles sadistically as the
     Roadster with Eddie and Jessica aboard comes shooting out of
     the tunnel.  When Benny hits the liquid, he starts to skid.

                               ROADSTER
               Uh-oh... whoaaa...!  Look out!

     His tires smoke, then disappear. It's a dip slick.  Without
     tires, Benny spins out of control, finally ending up in the
     bushes roadside.

     Before Eddie and Jessica can make a move, they are surrounded
     by a horde of Weasles pointing what looks like a hundred guns
     at them.

                               DOOM
               Are you two all right?

     Doom opens one of the Roadster's doors and helps Jessica out.
     Valiant climbs out after her.  The Weasles quickly relieve
     him of his Toon pistol.

                               DOOM
                      (continuing)
               These roads can be very treacherous at
               night, especially in a maniacal Toon
               vehicle.

                               VALIANT
               The pot's callin' the kettle maniacal.

                               DOOM
               I've had enough of your insolence!
                      (to Weasles)
               Put him in my car.  I think they'll
               enjoy attending our ribbon cutting at
               the Acme factory.

     The Weasles prod Valiant and Jessica into Doom's Lincoln.  A
     Weasle refers to Benny WHIMPERING in the bushes.

                               WEASLE
               What about him?

                               DOOM
               He's not going anywhere.  We'll send
               the mobile unit after him.

     Doom climbs into the car and it zooms off, Weasles jumping
     onto the running boards.


     BENNY

     crawls out of the bushes on his axles.

                               ROADSTER
               The boinin', the boinin'...

     He makes it down into the drainage ditch, dipping his
     tootsies one by one.  There's a HISS as they hit the water
     and the chemicals from the dip are extinguished.

                               ROADSTER
                      (continuing)
               Oh, yeah... that's better.

     Now Benny hears the SOUND of another VEHICLE COMING out of
     the Toontown Tunnel.  He ducks down and peeks over the ditch
     to see...


     ROGER IN THE PACKARD

     come SCREAMING out of the tunnel backwards.  Maroon's Packard
     looks like the winner of a demolition derby.

     Benny stands and waves to him.

                               ROADSTER
               Roger!

     Roger sees him and slams on the brakes, skidding the Packard
     into the Toontown sign.

                               ROGER RABBIT
               Benny?

     Benny hobbles over to the Packard.  He pops his trunk and
     rummages around.  He comes out with Toon boltcutters.  He
     clips Roger's cuffs off.

                               ROADSTER
               Doom's got your wife and Valiant.  He
               took them to the Acme factory,

                               ROGER RABBIT
               Let's go!

     Benny nudges Roger to the passenger side.

                               ROADSTER
               Slide over, son.  It looks like you've
               done enough drivin' for tonight.

     Now the Toon Roadster gingerly gets behind the wheel of the
     Packard.  He hits the gas and the Packard lurches down the
     road.


     INT. ACME FACTORY - NIGHT

     Doom's car is parked inside.  There are several other
     vehicles as well.  There's a steamroller, a road grader, and
     a huge modified tanker truck.  It's mounted with a thousand
     gallon vat, the contents of which are being stirred by a
     motorized unit.  All the vehicles are marked with a large
     green four-leaf clover logo.


     VALIANT AND JESSICA

     are held at gunpoint by a couple of Weasles, while several
     others are busy JACKHAMMERING the brick wall at the far end
     of the factory.  Doom pulls on his rubber gloves, turns to
     the Weasles.

                               DOOM
               Frisk them.  See if they have the will.

     Several Weasles rush for the opportunity to frisk Jessica.
     The head Weasle slaps the others away.  Then WHEEZING
     laciviously, he turns to the task.  He starts to move his
     hands over her body when Jessica stomps her heel on his feet.

                               JESSICA RABBIT
               Get your hands off me, you little
               rodent!

     The Weasle hops away angrily and quickly frisks Valiant.  He
     turns to Doom and shakes his head.

                               DOOM
               No matter.
                      (checks watch)
               I don't expect the will to show up in
               the next fifteen minutes.  By then
               Cloverleaf will own Toontown quite
               legally.

                               VALIANT
               So you're Cloverleaf?

                               DOOM
               No one person is Cloverleaf.  We're a
               vast company with diverse interests...
               gasoline, tires, automobiles.


     AT THE BRICK WALL

     The jackhammering has stopped.  A Weasle plucks one brick out
     of the wall.  Toon light beams through.  He reaches into the
     hole in the wall and comes out holding a bunch of Toon
     bananas.  WHEEZING wickedly, he passes them out to his
     compatriots.  They devour the bananas, throwing the peels
     helter-skelter.


     VALIANT

     turns his attention from the brick wall back to Doom.

                               VALIANT
               Come on, Doom.  What would a company
               like that want with Toontown?

                               DOOM
               It wasn't Toontown they wanted.  It was
               my idea of how to put the land to
               better use.

     Doom goes to the truck and starts turning on valves and
     starting compressors.
                               DOOM
                      (continuing)
               In fact, they thought my concept so
               brilliant, that they offered me the
               Directorship of Transportation.  I've
               accepted.
                      (to Weasle)
               Bring me Mr. Valiant's gun.

     The Weasle trots over and delivers Valiant's Toon .38.  Doom
     inspects it.  He reads an engraving on the frame.

                               DOOM
                      (continuing)
               'Thanks for getting me out of the
               hoosegow.  Yosemite Sam'.
                      (looks up)
               How sweet.

     Doom throws the gun on the ground.  He pushes back a long
     lever on the truck, letting loose a tiny spurt of fluid from
     the discharge valve.  The gun disappears.

                               JESSICA RABBIT
               Dip?

                               DOOM
               That's right.  Enough to dip Toontown
               off the face of the earth.


     EXT. ACME FACTORY - ROGER AND BENNY

     have been watching the proceedings through a window.  They
     turn to each other stunned.

                               BENNY/ROGER RABBIT
               Dip Toontown?

                               ROGER RABBIT
               We gotta do something!

     Roger scurries back to the Packard hidden outside the gates.
     He opens Valiant's black bag and comes out holding Eddie's
     real pistol.  Benny comes tenderfooting up.

                               ROADSTER
               Roger, what're you gonna do with that
               gun?

                               ROGER RABBIT
               I'm gonna save them, of course.  You go
               for help.  Find Dolores at the Terminal
               Bar.  She'll know what to do.

                               ROADSTER
               Well... all right...

     Reluctantly, Benny gets behind the wheel of the Packard.

                               ROADSTER
                      (continuing)
               But you be careful now with that gun.
               This ain't no cartoon.

     Benny pulls away.  Roger turns with determination and zips
     back to the window


     INT. FACTORY

     Doom pulls the tarp off the top of the truck, revealing a
     modified water cannon.

                               JESSICA RABBIT
               You're sick, Doom.  Where do people
               like you come from?

                               DOOM
               Never mind where I come from.  Just
               watch where I'm going.

                               VALIANT
               Don't you think anyone's gonna notice
               that Toontown's gone?

                               DOOM
               They won't care.  Who's going to miss
               some ridiculous talking mice when they
               can have the future?


     EXT. BACK OF FACTORY - ROGER

     is trying to jimmy open a window using his whole body for
     leverage.  He finally pops the window open.  Gun drawn, he
     climbs over the sill.  And falls head first.


     INT. BATHROOM

     Roger splashes into the toilet bowl in the Acme washroom.  He
     bobs up.  He drains the water out of the pistol barrel and
     peeks over the bowl.  He gets a determined look in his eye.

                               ROGER RABBIT
               It's time to make my move.

     Roger starts to climb out of the toilet.  He reaches for
     something to grab onto.  Unwittingly, he gets the toilet
     chain hanging from the tank above.  As he pulls himself out,
     the toilet flushes.   Roger has only a moment to register a
     dumbfounded expression before he is sucked down the john.


     IN THE FACTORY - DOOM

     continues expansively.

                               DOOM
               Right here where we're standing, will
               be the cornerstone of my idea... the
               cloverleaf -- an elegant cement
               structure that intertwines freeways.

                               VALIANT
               What the hell's a freeway?

                               DOOM
               A freeway, Mr. Valiant, is eight lanes
               of asphalt running uninterrupted from
               L.A. to Pasadena.  Pasadena to
               Hollywood.  Hollywood to Santa Monica.
               Someday everyone will be in cars
               driving happily, non-stop from one end
               of the L.A. Basin to another.

                               VALIANT
               That's what this is all about?  Tell
               me, who's gonna use your lousy freeway?
               We got the Red Cars, the best public
               transportation in the country.

                               DOOM
               Not for long.  We're retiring the Red
               Cars.  People will drive, Mr. Valiant,
               because they'll have to.  And when they
               drive, they'll have to buy our cars,
               our tires, our gasoline.

                               JESSICA RABBIT
               Why'd you bother to call it a freeway?

     Doom steps up into their faces.  Behind him, several Weasles
     are fashioning a noose.

                               DOOM
               Has a nice ring.  Too bad you two won't
               be around to enjoy it.

     Suddenly Roger EXPLODES out of the drainage grate in the
     floor.  His entrance sends the Weasles flying.  Roger lands
     on his feet, James Cagney-like, levelling his gun on Judge
     Doom.

                               ROGER RABBIT
               Get 'em up.  All of you!  Or I let the
               Judge have it!

                               JESSICA RABBIT
               Roger, darling!

                               ROGER RABBIT
               Yes, it's me, my dearest.  I'd embrace
               you but first I have to take care of
               some unfinished business.

                               DOOM
               Put that gun down, you buck-toothed
               fool.

                               ROGER RABBIT
               Go ahead.  Give me an excuse to fill
               you full of holes, pump you full of
               lead.
                      (over shoulder)
               How'm I doin', Eddie?

                               VALIANT
               Real good, Rog... but maybe you better
               let me take over.

                               ROGER RABBIT
               Not before I satisfy my sense of moral
               outrage.

     Milking the moment, he shifts the gun from one hand to
     another.  He circles Doom, poking and prodding him with the
     gun.

                               ROGER RABBIT
                      (continuing)
               You think you could get away with this?
               Hah!  We Toons may be idiotic, but
               we're not stupid!


     POV OVERHEAD

     We LOOK DOWN on the proceedings from high in the rafters.
     PULL BACK TO REVEAL we're watching from the POV of Voltaire,
     who's perched on the top inventory rack.  Voltaire cleans his
     fingernails, casually.

                               ROGER RABBIT
               Yes, justice, Judge Doom.  The real
               meaning of the word probably hits you
               like a ton of bricks!

     Voltaire calmly nudges an Acme Ton-Of-Bricks off the shelf.


     CLOSE - ROGER

     He never sees it coming.  SMASH!  The bricks land on his head
     and bury him.  The only thing we can see of Roger is his hand
     with the gun in it.

                               DOOM
               Well, this is turning out better than
               I thought.

     Doom picks the gun up.  The Weasles drag Roger out from under
     the bricks.  Big bright stars are circling his head.

                               ROGER RABBIT
                      (delirious)
               Look, stars!  Ready when you are,
               Raoul.

     Valiant shakes his head, but Jessica starts to laugh.

                               JESSICA RABBIT
               I have missed you, Roger.

                               DOOM
               Tie the lovebirds together.

     The Weasles twirl Toon rope around Roger and Jessica like a
     cocoon.  They hook them on a power winch.  Then hit a button
     and raise Roger and Jessica until they're suspended fifteen
     feet above the floor... right in the path of the Dipmobile.

     Doom hands Valiant's gun to the head Weasle.

                               DOOM
                      (continuing)
               Let him watch his Toon friends get
               dipped...  then shoot him.

     Doom turns and starts to walk away.


     ANGLE ON GROUND

     He steps on a Toon banana peel and goes flat on his keester.


     THE WEASLES

     always quick with a laugh, BREAK UP at their boss'
     misfortune.  The one guarding Eddie is so overcome with
     LAUGHTER that he's slapping his thigh with his gun hand.
     Valiant sees his opportunity.  He starts to make a move
     toward the distracted Weasle and almost gets his hands on the
     gun when:

                               DOOM
               Watch out, you idiot... he's going for
               the gun!

     The Weasle turns at the last second, sticking the barrel up
     against Valiant's nose.  Doom gets to his feet.  He glowers
     at the Weasle and knocks him on the head with the gavel head
     of his cane.  Doom stalks out of the room.

     The Weasles scramble to positions on the Dipmobile.  One
     FIRES UP the ENGINE.

     The streetcleaner brushes start to turn.  The vehicle starts
     to creep forward.

     Another Weasle climbs into the turret.  He puts Roger and
     Jessica in the crosshairs of the cannon.

     Beads of sweat break out on Valiant's face.

     The Weasle, WHEEZING with evil glee, starts to press his
     finger to the trigger.

                               ROGER RABBIT
               You guys think this is real funny,
               doncha?
                      (to Valiant)
               Eddie, do somethin'!

     At the last second, Eddie shouts at the Weasle.

                               VALIANT
               Hey!

     The Weasle turns to him.

                               VALIANT
                      (continuing)
               Before you pull the trigger, I want you
               to know somethin' about the guy you're
               about to dip.

     Suddenly, Eddie breaks into the "Looney Tooney Song".  The
     song Roger had sung in the bar.  The silly voice that comes
     out of his mouth surprises everybody, especially Roger.

                               VALIANT
                      (continuing;
                       sings)
               'His name is Roger Rabbit
               He's got a crazy habit...'

     Valiant starts skulking across the floor.  It's a cross
     between Groucho Marx and a Chuck Berry Duck Walk.

                               VALIANT
                      (continuing;
                       sings)
               'He likes to sing and dance and yuk
               So brighten up and smile you
                  schmuck...'

     Valiant starts "hoo-hooing", slapping himself in the
     forehead.  Now the Weasles start GIGGLING.  They've never
     seen a human do this before.

                               VALIANT
               'Now my name's Eddie V
               I'm looney too you'll see'

     Valiant flips into a handstand and starts walking on his
     hands.

                               VALIANT
                      (continuing)
               'I walk with my hands
               And I shake with my feet...'

     He offers his foot to a Weasle who shakes it.  The others
     HOWL.  Eddie flips upright and grabs a stick of Acme
     dynamite.

                               VALIANT
                      (continuing)
               'I think dynamite
               Is swell to eat'.

     Eddie takes a bite out of the Toon dynamite and acts like
     he's savoring it.  The spectacle of this human doing this is
     too much to bear.  Now the Weasles are rolling on the ground,
     holding their sides.

                               JESSICA RABBIT
               He's lost his mind!

                               ROGER RABBIT
               Yeah, isn't it great?  Keep it up,
               Eddie... you're killing 'em, you're
               slayin' 'em, you're knockin' 'em dead.

     Roger means it.  The Weasles are laughing so hard they're
     giving themselves heart attacks.  Valiant spins around on the
     floor like a clock dial gone berserk.

                               VALIANT
               Hoo-hoo-hoo-hoo...

     One by one, the Weasles keel over... dead.  Opaque WEASLE
     SPIRITS leave their bodies with wings and harps, and float
     heavenward, still laughing.


     VOLTAIRE

     alarmed at the scene below, grabs a brick and flaps toward
     the ceiling.  He throws the brick through the skylight and
     flies out.

                               VOLTAIRE
               Doom!  Doom!


     ON THE DIPMOBILE

     The Weasle on the turret collapses onto the trigger.  The
     unmanned dip cannon starts spraying, as the arm sweeps
     slowly back and forth like an, automatic lawn sprinkler.


     VALIANT

     hitches a ride on the last ascending Weasle Spirit, letting
     it hoist him to the top of the truck.  As he moves the Weasle
     body off the trigger...


     VOLTAIRE

     CRASHES back through the skylight and swoops down on Eddie.
     He sinks his talons into Eddie's back and lifts him into the
     air.

     As Valiant is being pulled skyward he reaches for something
     along the wall of inventory.  He grabs a handful of Acme
     Small Pills and jams a couple dowm the buzzard's mouth.
     Instantly, Voltaire starts to shrink.  As he gets smaller, he
     can no longer hold Eddie up.  They both descend as Voltaire
     shrinks to the size of a chick.

     The sprayer is swinging back towards Roger and Jessica.  At
     the last second, Valiant reaches up and blocks it.  It swings
     back the other way.

     As Valiant scrambles up on the vehicle to turn it off,
     Voltaire has found a box of Acme Big Pills.  He pecks into
     it... and after a beat, EXPLODES out of the box.  He's now
     three times the size he was before.  Voltaire flaps in for
     the kill.

     Valiant reaches the turret just in time to swing the cannon
     around.  The spray of dip blasts one of Voltaire's wings off.
     He spins earthward like a flaming Messerschmidt, finally
     landing in the dip vat and dissolving into a black pool.

     Doom arrives just in time to see his pet bird dissolved.
     Angrily, he steps onto a giant Acme Mousetrap.  He uses a
     piece of Acme cheese to spring it, catapulting him through
     the air.

     Just as Valiant is about to turn off the dip cannon, Doom
     lands on the truck.  He knocks Eddie off the turret with a
     flying tackle.  They both hit the floor.

     Doom gets up, leaving Eddie stunned.  He sprints to where the
     Weasle had dropped Eddie's pistol.  Finally Eddie shakes it
     off.  He sees Doom about to reach the gun.  He straps on a
     pair of Acme Rocket Skates, fires them up and shoots across
     the floor.  He knocks Doom into a stack of Acme boxes,
     toppling the whole shelf down on top of him.

     As the sprayer swings back toward Roger and Jessica, they
     have their last moment together.

                               JESSICA RABBIT
               Roger, I want you to know I love you.
               I loved you more than any woman has
               ever loved a rabbit.

                               ROGER RABBIT
               Be comforted in the knowledge that as
               we face the Grim Dipper, our paint will
               be comingled for eternity.

     They both close their eyes, waiting for the end.  But it
     never cames.  The truck runs up on some boxes and the sprayer
     arm swings back the other way.

     Doom grabs an Acme slingshot, loads an Acme boulder and fires
     it at Valiant.  BLAM!  It whacks Valiant on the head, laying
     him out cold in front of the Cloverleaf steamroller,

     Doom climbs into the steamroller and starts it up.  He puts
     it into gear and starts it rolling toward Valiant.

     Valiant comes around to see the huge roller bearing down on
     him.  At the last second, Valiant rolls out of the way and
     grabs an Acme boxing glove.  It accordians out and smashes
     Doom in the face.  He goes flying out of the driver's seat,
     turning the wheel as he falls.  The steamroller starts to
     turn in circles.

     Valiant jumps Doom.  But Doom is stronger.  He throws Valiant
     off and starts whacking him with his fist.  He pummels
     Valiant backward toward the drum of the steamroller.  Valiant
     grabs the nearest thing for defense.  It's a can of Acme
     Stay-Put Adhesive.  He whips it up in front of his face.
     Doom puts his fist right through it, covering his hand with
     glue.  He smiles at Valiant and hauls off again.  Valiant
     ducks.  Doom's fist strikes the top of the drum of the
     steamroller.  Frantically he tries to pull it off.  But it
     "Stays-Put".  The roller starts to suck his fist down and
     under.

                               DOOM
               Nooooo!

     Jessica and Roger avert their eyes as the steamroller crushes
     Doom.

     Valiant breathes a sigh of relief.  He starts for the dip
     truck as the cannon swings back toward Roger and Jessica.
     But neither of them are watching the cannon.  Their eyes are
     fixed on the ground behind the steamroller.


     ANGLE ON GROUND

     There isn't the messy pile of blood and guts you'd expect to
     see if a human got run over.  Instead, we see that Judge
     Doom's remains have rolled out like a flat black pancake.
     After a beat, an edge curls up with a CREAK.  Now the whole
     shape peels off the floor and wobbles to it's feet. REVEALING
     DOOM IS A TOON.

                               ROGER RABBIT
               Eddie, look out!


     VALIANT

     turns to see Doom stick his flattened thumb in his mouth.  He
     blows, re-inflating himself.  His glasses CRACK and fall off.
     Then his prosthetic eyeballs pop out.  His teeth shatter and
     fall out of his mouth like china.  Underneath his latex mask
     we can see his Toon mouth and evil red Toon eyes.

                               VALIANT
               Holy shit, he's a Toon!

                               DOOM
               Surprised?

                               VALIANT
               Not really.  Only a Toon could think of
               something as goofy as that freeway
               idea.

     Doom takes the black rubber gloves off, REVEALING red hands
     with long fingernails.  He makes his fist into an anvil and
     advances on Valiant.

                               DOOM
               Is that so?  Well, we'll see who's the
               goofy one.

     BLAM!  From ten feet away, he smashes Valiant with a
     bone-crushing punch.  Valiant staggers backwards.

                               DOOM
                      (continuing)
               By the way, when I killed your brother,
               Teddy, I used to talk just like this.

     Doom spesks in a Toony high-pitched squeak.  Valiant
     recognizes him now.

                               VALIANT
               You?

                               DOOM
               That's right, me.

     BLAM!  Doom hammers Valiant again.  He's defenseless against
     Doom's super human strength.  BLAM!  Valiant goes
     sprawling to the ground.  Now Doom's hand turns into a
     buzzsaw.  He goes to administer the coup de grace.

                               DOOM
                      (continuing)
               Now Eddie's gonna be deady, just like
               Teddy.

     With his last ounce of strength, Valiant grabs the Acme
     Boxing Glove.  He pops it.  The glove extends across the
     room, punching the release lever on the dip truck.


     CLOSE - VALVE

     A flood of dip gushes out of the valve and rolls toward Doom
     like a wave.


     DOOM

     SCREAMS as the torrent hits him with a CRASH.  But there's no
     escape for him this time.  The flood of liquid envelopes him
     at the ankles.  He dissolves into it like a melting candle.


     THE DIPMOBILE

     continues forward inexorably.  The arm is swinging towards
     Roger and Jessica.  It gets closer and closer...

     Valiant tries to get to the truck, but it's too late.  The
     cannon has reached them.


     CLOSE - ROGER AND JESSICA

     They close their eyes, preparing to meet their Maker.  But
     nothing happens.

     The spray of the cannon suddenly peters out.  It dries up in
     a harmless drip as the tank has completely emptied.

     Valiant gets to the controls of the power winch.  He hoists
     Roger and Jessica up out of the way.  The Dipmobile passes
     harmlessly underneath them and SMASHES through the brick
     wall.


     TOONTOWN

     is REVEALED in all its splendor.  It's a bucolic setting.  A
     rainbow shares the blue sky with a smiling sun.  Fawns and
     butterflies, chipmunks and flowers watch curiously as the dip
     truck rolls past.  Suddenly it's lifted off the ground.  We
     see it's resting on the top of a TOON GIANT's head.  This
     Giant plucks the truck off his head, regards it, then pops it
     in his mouth.


     VALIANT

     lowers Roger and Jessica to the ground.  We HEAR POLICE
     SIRENS approach.  When Valiant unties them, Jessica turns and
     exclaims...

                               JESSICA RABBIT
               My hero!

     Then she hugs Roger passionately.  Valiant can only shrug.


     THROUGH THE WALL - TOONS

     start coming in.  They look around at the scene, bewildered,
     then gather around Doom's robe, mask and shoes lying in the
     puddle of dip.  There's a reddish slick floating on top.
     Valiant wanders over and joins them.

                               VALIANT
               Hi-ho, the Doom is dead.


     ANGLE ON DOOR

     Dolores, Lt. Santino, and several other COPS rush in, guns
     drawn.  Dolores runs to Eddie and puts her arms around him.
     Santino looks down at the remains on the floor.

                               LT. SANTINO
               What the hell is that?

                               VALIANT
               Doom.

                               LT. SANTINO
               Jesus Christ... that was the Judge?

     Valiant takes the paint chip out of his pocket.  He puts it
     up against the red slime on the robe.  It's a match.

                               VALIANT
               That was the murderer of Herman Acme,
               Maroon... and my brother.

     Dolores looks down at the front of Valiant's shirt.  A dark
     stain is appearing.

                               DOLORES
               Eddie, we better get you to hospital.
               You're bleedin'.

     Valiant looks down at the stain.

                               VALIANT
               That's not blood.  That's ink.  That
               goof Acme squirted me with some the
               other day.  Why it's comin' 'through
               now, I don't know.

                               ROGER RABBIT
               That's because it's
               Disappearing-Reappearing Ink.  Shows up
               three days later.  Gives you enough
               time to get away from the victim so he
               doesn't punch you in the nose.  Great
               gag.

                               VALIANT
               Yeah...

                               DOLORES
               I'll treat you to a new shirt.  After
               all, you did save Toontown.

                               JESSICA RABBIT
               Problem is without Marvin's will, the
               land still goes to Cloverleaf.

                               ROGER RABBIT
               That's right.  If only we knew what
               happened to that will...

     Valiant looks up from his shirt.

                               VALIANT
               Say Roger, remember that love letter
               you wrote your wife at the Ink & Paint
               Club?

                               ROGER RABBIT
               Yeah?

                               VALIANT
               I think you oughta read it to her.

                               ROGER RABBIT
               Good idea.

     He reaches in his pocket, pulls out the paper and clears his
     throat.

                               ROGER RABBIT
                      (continuing;
                       reads)
               Dear Jessy... How do I love thee?  Let
               me count the... I, Marvin Acme, of
               sound mind and body... Hey?


     CLOSE - PAPER

     The Disappearing-Reappearing Ink is coming up over Roger's
     scribbling.

                               VALIANT
               Keep reading...

                               ROGER RABBIT
                      (reads)
               Hey, it's the will.  I, Marvin Acme, of
               sound mind and body, hoo-hoo-hoo-hoo,
               do hereby bequeath in perpetuity the
               property known as Toontown to those
               loveable characters...

     PAN the Toon crowd, who are listening to the reading of the
     will.  It is a gallery of recognizable faces.  Everyone from
     Mickey to Bugs, Yakky Doodle to Yosemite Sam, Dumbo to Dopey,
     Bambi to Droopy, Tweety Bird to Tinkerbell.  They're all
     there.

                               ROGER RABBIT
                      (continuing)
               ... who have given me and the rest of
               humanity so much mirth and merriment...
               the Toons.

     The Toon crowd erupts with a CHEER!  Hats go in the air and
     they descend on Roger, slapping his back.  Roger breaks away
     from the crowd and joins Eddie.


     TWO SHOT - EDDIE AND ROGER

     They stand side by side, looking out over Toontown.

                               ROGER RABBIT
               Well, Eddie, you still think I'm a
               patsy, a simp, a chump?

     Eddie wipes the spit off his face.

                               VALIANT
               No, kid, you're a real hero.

                               ROGER RABBIT
               I guess I am at that.  Cigar?

     Roger holds out a large stogie.

                               VALIANT
               Why not?

     Roger lights Eddie's and one for himself.

                               VALIANT
                       (continuing)
               By the way, Roger, you were right about
               your wife.  She's a good lady.  I'm
               glad you got her back.

                               ROGER RABBIT
               And I'm glad you got your sense of
               humor back.  Think you'll keep it?

                               VALIANT
               Only time will tell.

     Valiant puffs on the cigar.

                               VALIANT
                      (continuing)
               Pretty good cigar.  Where'd you get it?

                               ROGER RABBIT
               From this box here...

     Valiant glances down.  The box says, "Acme Exploding Cigars".
     He looks to Roger, but it's too late.  KABOOM!  KABOOM!
     Their cigars blow up in classic Toon tradition, blackening
     both their faces.  Roger starts laughing.  Eddie stares at
     Roger for a moment, then he starts laughing too.  They throw
     their heads back in a HOWL.  The other Toons join in.  Pretty
     soon the whole factory is shaking with LAUGHTER.


     A TOON COP

     dressed in blue uniform and hat with his back to us tries to
     restore order in the Acme factory.  As soon as he talks, we
     recognize the stutter.  It's PORKY PIG.

                               PORKY PIG
               O-k-k-k, mmmove along.  There's
               nnnothin' else to see.  T-t-that's it.
               T-t-that's all, folks.
                      (turns to
                       CAMERA)
               Hmm, I l-l-like the sound of that.

     Then, savoring the phrase, Porky stutters out the famous
     sign-off.

                               PORKY PIG
                      (continuing)
                Eee-ba-da, eee-ba-da... t-t-that's all,
                folks!

     CARTOON MUSIC UP.

                                               IRIS OUT.

                                THE END