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Who's Your Daddy Movie Script

Writer(s) : Maria Veltre Druse, Jack Sekowski

Genres : Comedy

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                                     WHO'S YOUR DADDY


                                       Written by

                               Maria Veltre & Jack Sekowski




               FADE IN:

               EXT. ABOVE THE CLOUDS - DAY

               We fly high above heavenly clouds.  Beneath a brilliant blue
               sky.  A TEENAGED BOY'S VOICE greets us...

                                   TED NELSON (V.O.)
                         On any given day, your life can
                         change in the blink of an eye. 
                         It's a clich�, I know...

               Descending through the clouds, we are caught for a moment in
               a dreamy gauze.  We emerge to find ourselves gliding above a
               small town.  Descending lower.  And lower.  To Xenia, Ohio.

                                   TED (V.O.)
                         ...But a lot of clich�s get to be
                         clich�s because they're true. Your
                         life CAN change in the blink of an
                         eye.  What I mean is, one day
                         you're a regular chump, a wannabe
                         something.  You're not even totally
                         sure WHAT you wannabe...

               We pass over the town square. A fine spring day in middle
               America. Red brick buildings with names like "Miller & Son
               Drugs," "Two Sisters Gifts," "Nelson Family Market."   You
               can almost smell the rosy cheeks and moral fiber.

                                   TED (V.O.) (CONT'D)
                         ...The next day the doorbell rings
                         and some stranger's holding your
                         ticket to being SOMEBODY. 

               Still flying over the town, we focus on a TEENAGED BOY on a
               Schwinn.  We follow as he pedals his way to...

               TECUMSEH HIGH SCHOOL

               A three story building.  Older, brick, sturdy.  Meticulously
               maintained.

                                   TED (V.O.)
                         It happens every day.  Dreams come
                         true.  And not just for those dim
                         witted chain-smoking hillbillies
                         you see on TV.  You know, the ones
                         who win the Super Lotto and spend
                         their fortune on a truck full of
                         Goobers and a new set of front
                         teeth.  It could happen to any guy,
                         any time...even ME.

               EXT. TECUMSEH HIGH SCHOOL - DAY

               A JANITOR raises the American flag.  It flaps proudly as the
               teenager chains his bike to a bike rack.
               He glances up at the flag, which is reflected in his uber-hip
               sunglasses.  When he smiles, in SLOW MO, his teeth seem to
               sparkle.

                                   TED (V.O.)
                         Uh, that's not me.  I'm over here.  

               We SWISH PAN to another teenager, locking his bike.  Meet our
               much less glamorous hero:  TED NELSON, 17.  A decent looking
               kid.  Not hip enough to be cool.  Not square enough to be
               tormented. He joins the other KIDS heading into the school.

                                   TED (V.O.) (CONT'D)
                         You're disappointed, I know. I
                         admit, I was hopeless back then.
                         The 'do, the shades, ugh. But I
                         always had good taste in women.

               INT. TECUMSEH HIGH SCHOOL - CORRIDOR - DAY

               CHRISTY MALONE, 17, fills her cheerleader uniform in all the
               right places. We watch her at her locker. Also in SLOW MO.
               Which makes even her most mundane task seem graceful. Wow,
               just look at her stack those books. 

                                   TED (V.O.)
                         That's Christy Malone.  Head
                         cheerleader, love of my life, lust
                         of my loins.  

               Christy glances off screen and SQUEALS excitedly.  Another
               cheerleader enters the frame, holding a newspaper called
               "EXPOSED!"  Christy reads the headline.

                                   CHRISTY
                         "Health Teacher Flunks Her Own
                         Lesson!"  No WAY!  It's Miss Pratt,
                         smoking a doobie!

               Christy calls to Ted....

                                   CHRISTY (CONT'D)
                         Look at this, Ted! Imagine if we
                         did THIS in the school paper!

               She shows him "Exposed!" Ted gawks. Happy just to be this
               close to Christy. But they are quickly interrupted by...

                                   PRINCIPAL MERKIN (O.S.)
                         Hand them over! Immediately!

               PRINCIPAL RICHARD MERKIN, mid-50's, marches down the hallway,
               seizing copies of "EXPOSED!" from students' hands. We can see
               that it is a "homemade" looking newspaper. And there's
               obviously much ado about it.  Christy winks at Ted as she
               hides the newspaper in her locker.  

               FREEZE FRAME ON Christy, WINKING.

                                   TED (V.O.)
                         Look at that smile.  That wink.
                         That's no platonic wink. That's a
                         wink that says, "I don't just want
                         you, Ted. I NEED you." So of course
                         I had to ask her to the prom. I
                         mean, she was practically begging
                         for it.

               INT. TECUMSEH HIGH SCHOOL - NEWSROOM - DAY

               Ted ambles toward Christy. Struggling for nonchalance.  She
               limbers up by stretching her leg high against the wall. She
               whispers to another CHEERLEADER.  They giggle.  Then Christy
               turns to Ted.  Flashing that perfect smile of hers.

                                   CHRISTY
                         Just the guy I've been looking for.

               Ted wipes his sweaty palms on his jeans...

                                   TED
                         I've been looking for you, too. 

               Christy continues stretching.  Driving Ted crazy with her
               contortionist moves.

                                   CHRISTY
                         Wouldn't it be awesome if we were
                         about to say the exact same thing?

                                   TED
                             (sotto)
                         From your lips, to God's ears.

                                   CHRISTY
                         You go first.

                                   TED

                         Ladies first.  I insist.

                                   CHRISTY
                         Well. The prom's coming up.

                                   TED
                         Yeah?

                                   CHRISTY
                         And I was wondering.

                                   TED
                         Yeah?

                                   CHRISTY
                         If you don't have...I mean...

               She looks up at him with gorgeous blue eyes. Then blurts...

                                   CHRISTY (CONT'D)
                         Teddy? Would you please please
                         please take me to the prom?

                                   TED
                         SHUT UP!  Are you serious? Of
                         course I will...of course.

               Christy joyously jumps into Ted's arms.  Wrapping her legs
               around him in a passionate embrace.  The entire room
               APPLAUDS.

                                   CHRISTY
                         You are the most wonderful guy in
                         the whole wide world, and I love
                         you madly, Teddy Nelson!

               And just as she's about to plant one right on his lips...

                                                       SMASH CUT TO:

               INT. TED'S OFFICE - NEWSROOM - DAY

               The shrill ringing of a TORNADO DRILL ALARM snaps Ted out of
               his reverie. A large glass window separates Ted's EDITOR-IN
               CHIEF office from the rest of the school newsroom.  We
               realize now that Ted has only been gazing through the window
               at Christy, watching her stretch those gorgeous limbs of
               hers.

                                   TED (V.O.)
                         Sorry about that.  A cheap trick, I
                         know.  But it's my story and my
                         fantasy. So cut me some slack.

               He follows the other students to...

               INT. CORRIDOR - TECUMSEH HIGH SCHOOL - DAY

               Ted joins his schoolmates, lining up on both sides of the
               hallway.  Far from any windows. They all know the drill. 
               Christy's just across the hall from Ted.  He can't take his
               eyes off of her.

               CHARLIE DUKE, 17, approaches Ted.  He's got a camera around
               his neck and so much confidence, it's a wonder he can balance
               his head on his shoulders.

                                   CHARLIE
                         Come on, bro. Spare yourself the
                         humiliation, the degradation...

                                   TED
                         You and your pep talks. 

                                   CHARLIE
                         Don't get me wrong. We can salivate
                         over all the Christy Malones of our
                         lives. Wishing we could devour them
                         like melt-in-your-mouth filet
                         mignon. But we're strictly
                         hamburger guys. Ground chuck, sixty
                         eight percent lean, is about the
                         best we can hope for.

               FREEZE FRAME ON CHARLIE.

                                   TED (V.O.)
                         That's Charlie.  My best friend.
                         He's into beef analogies, partly
                         because he's a butcher's son, and
                         partly because, well, he's just
                         into beef analogies. What can I
                         say? He's also a photographer...

               INT. BASKETBALL COURT - TECUMSEH HIGH SCHOOL - DAY

               Charlie kneels by the sidelines.  Shooting cheerleaders with
               his Nikon and an obscenely long lens. 

                                   TED (V.O.)
                         ...a very gifted photographer.

               THROUGH CHARLIE'S LENS:

               A cheerleader's ripe buttocks, peeking out from beneath a
               short pleated skirt.  As she kicks and jumps, her little red
               panties wedge themselves firmly between her cheeks. The
               camera skillfully tracks her movements, waiting until...

               The cheerleader's hand comes down.  In SLOW MO, her finger
               slips under her panties and tugs on the fabric, pulling it
               over her cheeks.  Charlie's motor drive whirls. 

               RAPID STILL SHOTS OF THE CHEERLEADER'S BOTTOM

                                   TED (V.O.)
                         The senior class voted him, "Most
                         Likely To Have A Restraining Order
                         Filed Against Him." But that's
                         another story.

               BACK TO CORRIDOR

               Ted and Charlie lean against the wall.

                                   TED
                         I genuinely think she wants me. I
                         feel a vibe.

                                   CHARLIE
                         That vibe is from your wrist, pal.
                         You've been over-tenderizing your
                         meat, again. 

               Christy catches Ted's eye and smiles a perfect smile.

                                   TED
                         See? Did you see that?

                                   CHARLIE
                         She smiles at everyone, Ted.  She's
                         like a newborn with gas.

               Charlie secretly shows Ted a nudie magazine. "HEAVEN." A
               GORGEOUS WOMAN with perfect breasts graces the cover. A
               golden halo over her head.  Charlie flips it open.  Points to
               a picture.

                                   CHARLIE (CONT'D)
                         The only chick more untouchable
                         than Christy Malone is Miss April. 
                             (feminine voice)
                         "Hi, my name's Ginger. I love tofu
                         burgers, rainy nights, and riding
                         bareback.  My biggest turn-off is
                         cell phones during sex." Here's a
                         tip:  set it on VIBRATE, honey, and
                         don't be stingy with the lube. 
                             (winking at Ted)
                         Don't knock it till you tried it.

                                   TED
                         Were you always this sick? 

                                   CHARLIE
                         One thing for sure, Christy Malone
                         ain't lookin THAT good naked. 

               Ted takes a peek at Ginger.  Then at Christy.

                                   TED
                         Someday, I'll find out.

                                   CHARLIE
                         You have a better chance of being
                         hit by a Mack truck with a
                         refrigerated cargo bed full of
                         sirloin tip.

               Ted grabs the magazine and flips through more pages.
               Beautiful, naked women.  Palm trees. Blue skies. Bubbling
               Jacuzzis. Red Ferraris. The stuff that fantasies are made of.
               Ted looks determined...

                                   TED
                         I defy your hamburger theory of
                         life, and all of the unfulfilled
                         hopes and dreams it represents.

                                   CHARLIE
                         That's crazy talk.

                                   TED
                         I defy any and all limits.

               Charlie can see the look in Ted's eyes.  He's about to do
               something bold and daring. Something he'll regret.

                                   CHARLIE
                         Don't do it, Ted. Don't do it.

                                   TED
                             (walking away; defiantly)
                         Any time, any day, a man can
                         completely reinvent himself.

               Ted starts to walk across the corridor, ignoring Charlie...

                                   CHARLIE
                         I'm warning you. This is an
                         official warning. Danger, Will
                         Robinson, danger.

               A quietly attractive teenaged girl, JULIE CONROY, watches
               Ted. She seems concerned, too. 

                                   TED (V.O.)
                         There's one more person you should
                         meet. Someone integral to my story.  

               FREEZE FRAME ON JULIE.

                                   TED (V.O.)
                         That's Julie Conroy. Unlike the
                         rest of these losers, she didn't
                         grow up in Xenia, Ohio. I just met
                         her that day. But already, she had
                         made a difference in my life.

               INT. TEACHER'S LOUNGE - TECUMSEH HIGH SCHOOL - DAY

               Teachers mill around.  Chatting. Snacking on donuts, coffee.
               PRINCIPAL MERKIN bursts in, spilling a stack of "EXPOSED!"
               onto a table. Everyone freezes.

                                   PRINCIPAL MERKIN
                         Oh, Miss Pratt, Miss Pratt! What
                         were you thinking?  How could you
                         be so careless?
                             (reading)
                         "Exposing Hypocrisy in the Morons
                         who Teach Us." That's the little
                         bastard's motto!

               The teachers turn to MISS PRATT.  We recognize her from the
               cover of "EXPOSED!"

                                   MISS PRATT
                             (summoning courage)
                         Principal Merkin, I realize we have
                         to teach the children that
                         recreational drugs are the devil's
                         work, but that doesn't mean we
                         don't dance with the Prince of
                         Darkness ourselves, every now and
                         again. 

                                   PRINCIPAL MERKIN
                         Ah, well, bravo!  That's just what
                         we'll tell the school board.

               Suddenly, an AIR VENT pops open and CRASHES on top of a
               coffee machine.  THE WHOLE ROOM, IN SHOCKED SILENCE, turns to
               look at...

               JULIE, her head framed by the air duct.  She holds a digital
               camera in her hand. Her expression says: "Oh, shit."

               Principal Merkin narrows his eyes at the "little bastard" who
               has been making his life hell.

               INT. TED'S OFFICE - NEWSROOM - DAY

               Julie sits in a chair in front of Ted's desk. She and Ted
               size up one another. 

                                   TED (V.O.)
                         Merk's punishment was cruel.
                         Expulsion without appeal. Or
                         working for me on the school paper.
                         The school paper would be torture
                         for a gonzo reporter like Julie and
                         we both knew it. But what choice
                         did she have?

               Julie leans back on the chair, rests her feet on Ted's files,
               and blows a huge bubble.

                                   JULIE
                         So, William Randolph. Your last big
                         scoop contrasted the popularity of
                         Rice Crispie Treats and chocolate
                         Snickerdoodles at the annual bake
                         sale.

                                   TED
                         That's just one example. My
                         reporting has made a difference.

                                   JULIE
                         Let me guess: retail sales of
                         little chocolate sprinkles have
                         gone through the roof! 

                                   TED
                         The school dumpsters used to
                         overflow to the point where the
                         stench was unbearable. My award
                         winning expos� changed all that.
                         The city added an extra weekday
                         trash pick-up.

               Julie deadpans...

                                   JULIE
                         Is it true? Is ignorance bliss?

                                   TED
                         Look, I loved "Exposed!" and I hate
                         it that you got busted. I know the
                         school paper sucks in comparison,
                         but it's really not THAT BAD. 

               Ted's eyes wander to Christy, who prances around the
               newsroom.  Julie notices.

                                   JULIE
                         Don't even tell me you're hot for
                         Miss Titty Pom Poms over there.

                                   TED
                         Christy's a very talented
                         journalist. I see a Pulitzer in her
                         future.

                                   JULIE
                         I didn't know they gave them for
                         Best Lip Gloss Retention During a
                         Blow Job.

                                   TED
                         Me-ow.

                                   JULIE
                         Go ahead. Ask her to the prom. Get
                         it over with.

                                   TED
                         I have absolutely no intention--

                                   JULIE
                         --Do it. I triple-dog-dare you.

               BACK TO CORRIDOR

               Ted nears Christy.  Students stare as he passes.  They elbow
               one another.  Whispering.

                                   TED (V.O.)
                         So you see, this is really about a
                         triple-dog-dare. I don't even know
                         what it means. I just know, unless
                         it's a felony, a triple-dog-dare
                         pretty much has to be met with
                         immediate action.

               Ted seems unaware that all eyes are upon him.  The cacophony
               of the corridor settles.  He gets down on one knee in front
               of Christy. 

               Christy looks down on Ted.  Smiles that smile.  Which freezes
               as her eyes dart.  Realizing that everyone is staring at them
               with great anticipation.

                                   TED (CONT'D)
                         Uh, Christy, I was wondering...

                                   ALL STUDENTS
                         WOULD YOU GO TO THE PROM WITH
                         ME?!!!

               The corridor explodes with LAUGHTER.  Ted flushes with
               embarrassment.  Christy looks mortified.

                                   CHRISTY
                             (through gritted teeth)
                         Ted, have you lost your mind?

                                   TED
                         You like me. I like you. I guess
                         it's pretty obvious to everyone.

                                   CHRISTY
                         I don't LIKE you. We're JUST
                         FRIENDS.

                                   TED
                         But that smile.

                                   CHRISTY
                         Oh, Ted, DUH.  I smile at everyone
                         since I got my braces off. 

                                   TED
                         So you'll think about it?

               Christy laughs derisively.

                                   CHRISTY
                         You really don't get it, do you? I
                         am genetically programmed to desire
                         a big, buff, manly man who can
                         defend and provide for me and my
                         yet to be conceived offspring! 
                         It's, like, a caveman thing!

                                   TED
                         So that's a maybe?

                                   CHRISTY
                         The answer is NEVER, Ted, NEVER.
                         Except maybe in your dreams.

               Christy flees. Leaving Ted kneeling there. Alone. Unless you
               count the hoards of STUDENTS who are watching and LAUGHING
               HYSTERICALLY. 

                                   TED
                         In my dreams.  Of course.
                             (repeating; chanting)
                         This is a dream.  This is only a
                         dream.

               Julie approaches.  Gives him a hand.  Helps him up.

                                   JULIE
                         No, Ted.  This is an actual
                         emergency.

               INT. TECUMSEH HIGH SCHOOL - MEN'S ROOM - DAY

               Ted pukes in the sink. 

                                   JULIE
                         I tried to warn you, William
                         Randolph. She's got stiletto heels
                         hidden in those Keds.

                                   TED
                         But you triple-dog-dared me. 

                                   JULIE
                         It was for your own good, in a
                         twisted sort of publicly
                         humiliating way.

                                   CHARLIE
                         One word, my friend. One word.
                         MEATLOAF.

               Ted lifts his head.  Looks in the mirror.  Distraught.

                                   TED
                         There's gotta be more to life than
                         meatloaf.

               INT. THE NELSON KITCHEN - EVENING

               Not a hair above middle class. Home sweet home nonetheless.
               Dinner in progress. MOM, DAD, Ted, younger brother, JIMMY. A
               mutt named CORKY curled under the table. A storm brews.
               Lightning in the distance. Thunder RUMBLES.

               Ted's Mom observes her son with unmistakable Mom-radar. She
               slides a slab of - rotten timing! - MEAT LOAF onto his plate
               with an unpleasant thud. Ted shudders...

                                   TED
                         If I never eat another bite of meat
                         loaf again, it'll be too soon.

               Ted's Mom frowns. Jimmy explains matter-of-factly.

                                   JIMMY
                         Mom, Dad. Meatloaf has come to
                         represent all that Ted hates about
                         his mediocre life and the world we
                         live in. He's what you'd call
                         clinically bummed.

                                   TED
                         Why can't we have pot roast or
                         stroganoff or even a little London
                         broil? I mean, for god's sake, we
                         own a grocery store!

               Ted's parents look at one another, shake their heads. His Dad
               gently explains...

                                   DAD
                         We heard about Christy, son.

               Jimmy tries to stifle a grin.

                                   TED
                         What is this? Does everybody know
                         everything I'm about to say or do
                         every freakin' minute of the day?

                                   MOM
                         No cursing in this house, young
                         man. Use the strong vocabulary God
                         gave you.

                                   TED
                         I don't have a shred of privacy in
                         this whole stupid town!

                                   DAD
                         We understand your disappointment,
                         Teddy. Christy is a pretty, sexy,
                         provocative, voluptuous...
                             (catches himself)
                         We...uh...we understand your
                         disappointment.

                                   TED
                         It's my private business! Mine!

                                   MOM
                         Can the tantrum, sweet pea. We're
                         the good guys, remember?

                                   JIMMY
                         Mom, Dad. Don't allow this
                         disturbing behavior to furrow your
                         collective brow. Ted's just
                         experiencing some post-adolescent
                         turmoil, coming to terms with the
                         whole "small town dynamic."

                                   TED
                         I hate Xenia! I hate my life!

               Ted charges for the front door...

                                   TED (V.O.) (CONT'D)
                         And until that moment, this was the
                         worst day of my seventeen and a
                         half years. And then it happened.
                         Three, two, one...

               EXT. NELSON HOUSE - EVENING

               Ted bursts outside and plows straight into MARTY ZUKERMAN, a
               short, rotund man in his mid-50s.

                                   TED
                         Whoa! Sorry, mister.

               Zukerman's briefcase and papers are knocked to the ground.
               Ted helps to retrieve them.

                                   ZUKERMAN
                         In a hurry, are we?

                                   TED
                         I was in the middle of a
                         melodramatic exit. It wouldn't
                         really make a statement if I
                         tiptoed out the door...What are you
                         selling?

                                   ZUKERMAN
                         Bad news.

                                   TED
                         People pay good money for that?

                                   ZUKERMAN
                         I'm just a messenger.

               Ted starts to back away. Instinctively knowing the bad news
               must be for him.

                                   TED
                         Oh no. No way. I've had all the bad
                         news I can take for one day.

                                   ZUKERMAN
                         It's about your parents.

               Ted stops. Puzzled.

                                   TED
                         My parents? What do you mean?

                                   ZUKERMAN
                         I'm terrible at this. I blurt. I'm
                         a blurter. Your parents...They
                         ...well...they exist no further.
                             (off Ted's confusion)
                         Skinny-dipping. The Amazon.
                         Piranhas. It wasn't pretty.

                                   TED
                         You've got the wrong guy. The
                         closest my parents have been to the
                         Amazon is the Brazilian pavilion at
                         Epcot.

                                   ZUKERMAN
                         Well kid, I'm speaking of...your
                         biological parents.

               INT. NELSON LIVING ROOM - NIGHT

               Ted sits on the couch, bewildered. Dad beside him. Mom pours
               coffee in her best china.  Zukerman regards a wall of family
               photos as he takes a sip.

                                   ZUKERMAN
                         The will reading is next Tuesday.
                         Naturally all of Ted's expenses
                         will be taken care of. 

               Ted's parents look worried. Mom reminds Dad...

                                   MOM
                         We have a truckload of strawberries
                         arriving on Tuesday morning.

                                   DAD
                             (explaining to Zukerman)
                         We own a small family grocery
                         store.

                                   ZUKERMAN
                         How quaint.

                                   TED
                             (quietly; moping)
                         It's spring break. I don't want to
                         go to a will reading.

                                   MOM
                         That's part of growing up, honey.

                                   TED
                         What? Having spring break ruined by
                         will readings?

                                   DAD
                         You know what your mother means.

                                   ZUKERMAN
                         All right, I can give you two
                         tickets, prepaid, but you must be
                         there. There's no other way.

                                   JIMMY
                         Mom, Dad. Allow me to accompany
                         Ted. I can assure you, I'll be the
                         level-headed sidekick to your angst
                         ridden teen.

                                   DAD
                         I think Ted should take someone
                         older, more responsible.

                                   MOM
                         What about Charlie?  You boys could
                         make it a little adventure.

                                   TED
                         Charlie, at a will reading? What
                         did I do to deserve this?

               Lightning strikes again.  Thunder rumbles a second later. 
               The lights flicker. And it's PITCH BLACK.

               INT. TED'S BEDROOM - NIGHT

               Candles light the dark room. Rain pours hard outside.
               Journalism mementos all over Ted's walls. News clippings.
               Magazine covers. There's even a faux Pulitzer, a Christmas
               gift from his parents.

               Ted's Dad sits on the edge of his bed.

                                   DAD
                         I remember spring break of my
                         senior year.  Seems like a lifetime
                         ago.

                                   TED
                         Dad, please.

                                   DAD
                         Grandpa was so strong back then.
                         Working from the crack of dawn. So
                         proud of his peaches.

                                   TED
                         Remember how you struggled through
                         that whole facts of life talk and
                         then found out I knew more than
                         you?

                                   DAD
                         You're way ahead of me again?

                                   TED
                             (proving it...)
                         It was the year of the rhizopus
                         rot. Grandpa almost lost the farm.
                         You sacrificed your dream to go to
                         the prize hog festival. And in the
                         end you saved the peaches and you
                         didn't have to slaughter your sow.

                                   DAD
                         The lesson being?

                                   TED
                         Sometimes you have to do stuff you
                         don't want to do. It's all part of
                         growing up. And it usually works
                         out peachy in the end.

                                   DAD
                         I'm getting so good at this.

               Dad chuckles, but Ted's still moping.

                                   TED
                         You guys are my parents.

                                   DAD
                         Of course we are.

                                   TED
                         They didn't want me when I was
                         born. Why should I care...

               ...if they're dead.

                                   DAD
                         Son.

                                   TED
                         Well, why should I?

                                   DAD
                         They had a rough life. Your father
                         was a bouncer.
                         Your mother was, well, a two-bit
                         stripper. There was no place for a
                         baby.

                                   TED
                         I guess.

                                   DAD
                         They did do one great thing. They
                         gave us our boy.

                                   TED
                         Yeah.

                                   DAD
                         Be a sport. How bad could spring
                         break in Los Angeles be?

                                   TED
                         I guess we could go to Disneyland
                         or something.

                                   DAD
                         Think of it as a rite of passage to
                         manhood.

                                   TED
                         Like one of those "National
                         Geographic" specials with the
                         topless chicks?

                                   DAD
                         Whatever helps you cope.

                                   TED
                         I guess it's better than having
                         tribal patterns carved in my face.

                                   DAD
                         There ya go. Always remember, focus
                         on the peach...

                                   TED
                         ...not the pit.

               Ted's Dad hugs him briefly, laughing...

                                   DAD
                         Always one step ahead of your dear
                         old dad.

               EXT. LAX - DAY

               A 747 lands screaming on the runway.

               INT. LAX - DAY

               Ted and Charlie exit the plane. They walk tentatively through
               the sleeve towards the entry gate.

                                   CHARLIE
                         I wonder if this is what it feels
                         like to be born?

               Ted gives him a look.

                                   CHARLIE (CONT'D)
                         Think about it...Long tunnel,
                         bright lights, it's full of vaginal
                         symbolism.

                                   TED
                         Poor Freud, turning in his grave.

                                   CHARLIE
                         Seriously, it's like we're being
                         reborn. We really could reinvent
                         ourselves here, just like you said.
                         Nobody knows about your massive
                         humiliation.

                                   TED
                         Nobody knows about your mental
                         retardation.

                                   CHARLIE
                         Nobody knows you barfed during
                         junior high school graduation. 

                                   TED
                         Nobody knows about your constant
                         masturbation. 

                                   CHARLIE
                         And nobody knows you're a virgin!
                             (after a beat)
                         Aw, who are we kidding...

               Charlie's words echo loudly through the sleeve...

                                   CHARLIE (CONT'D)
                         ...EVERYBODY KNOWS YOU'RE A VIRGIN!

               People stare at Ted as they pass.

                                   TED
                         I think I'll reinvent a new best
                         friend.

               INT. LAX - TERMINAL - DAY

               Ted and Charlie enter the terminal.  Friends and family wait
               for loved ones.  A few chauffeurs hold signs with names.  One
               stands out.  Tall. Blonde. Gorgeous. In a short skirt. A
               matching low cut jacket.  And a cap.  She's stunning.  And
               she's holding a sign that reads: TED NELSON.

                                   CHARLIE
                         What are the odds of there being
                         ANOTHER Ted Nelson on our flight? 

                                   TED
                         Astronomical.

               They grin at one another. Then approach the Chauffeur.

                                   TED (CONT'D)
                         Hi, I'm Ted Nelson.

               With a sad look, the Chauffeur hugs him, kissing one cheek,
               then the other.

                                   CHAUFFEUR
                         I'm so terribly sorry for your
                         loss. Your father was a great man.

               Ted's stunned. Charlie leans in and whispers.

                                   CHARLIE
                         Who the hell was your father?

                                   TED
                         Well, Dad said...

               INT. STRETCH LIMO - DAY

               Ted and Charlie sit on opposites ends of the plush interior.
               Charlie eyes the control console with its slew of gadgets.
               They practically have to shout to hear one another.

                                   CHARLIE
                         ...A bouncer? Are you serious?

                                   TED
                         Maybe he got promoted.

               Charlie continues playing with the console switches.

                                   TED (CONT'D)
                         Don't. Touch. Anything.

               Too late.  Rock music pulsates through the limo.

                                   CHARLIE
                             (shouting)
                         This is the life, baby. We get
                         ourselves some tail and we're
                         talking SPRING BREAK!

                                   TED
                         Cut it out, before you break
                         something!

                                   CHARLIE
                         For a guy about to try his first
                         Dom Perignon, you are extremely
                         uptight.

               He flips another switch.  The bar opens.  Revealing a bottle
               of Dom Perignon on ice. Charlie grins broadly.

                                   TED
                         We can't afford that!

               Charlie grabs the bottle and starts to open it.

                                   CHARLIE
                         Don't you know anything about limo
                         etiquette? Everything in here is
                         included for our pleasure.

                                   TED
                         Wait a second, I thought we were
                         hamburger guys.

                                   CHARLIE
                         And like every hamburger guy knows,
                         when you get your one big chance at
                         the good life, you abuse every
                         second of it until they figure out
                         you don't belong there and kick
                         your sorry ass out. 

               POP! The cork flies through the air.  Bounces off the
               ceiling.  And hits another switch.  The sun roof glides open. 
               Champagne overflows from the bottle.  All over Charlie's
               crotch.

                                   TED
                         Nice. Is that in the limo etiquette
                         handbook, too?

               Charlie grabs a bar towel as Ted looks toward the sun roof. 
               Beautifully blue Southern California sky greets him.  With an
               occasional palm tree swooshing by.  Ted rises.

               EXT. LIMO - DAY - MOVING

               Ted's head peeks out of the sun roof. Tentatively. Unsure. He
               takes in the sights as the limo cruises Sunset Boulevard. 
               People stare at him. A beautiful BLONDE smiles and waves. He
               waves back, very timidly.

               Charlie sticks his head out, too. Sun on their faces. Wind in
               their hair. 

                                   CHARLIE
                         This is how the other half lives,
                         bro. Enjoy it while you can. 

               EXT. ENTRY GATE - DAY

               The limo passes through the ornate gate of what could only be
               a sprawling mansion. It comes to a sudden halt. The door
               swings open to reveal a group of BEAUTIFUL YOUNG WOMEN. Clad
               in very short black dresses and even some black bikinis.  Sad
               expressions on their faces. 

               EXT. LIMO - DAY

               The MOURNERS embrace Ted. 

                                   BEAUTIFUL MOURNER #1
                         Welcome, Mr. Nelson. You are so
                         very very welcome here.

                                   BEAUTIFUL MOURNER #2
                         We feel your pain, so deeply.

                                   CHARLIE
                             (to Ted)
                         Something tells me we're not in
                         Xenia anymore, Toto.

               EXT. "HEAVEN" MANSION - DAY

               The beautiful young women guide Ted towards the mansion.

               Charlie follows. A particularly VOLUPTUOUS BEAUTY eyes him
               curiously.

                                   CHARLIE
                         I'm Charles. The handsome, devoted
                         best friend. We're so close, we
                         feel each other's pain.

               The voluptuous beauty notices Charlie's soaked crotch. He
               winks...

                                   CHARLIE (CONT'D)
                         See what you do to me, baby. 

               Just then, the spry HELEN McDOLE, 60s, emerges from the
               mansion.  She approaches Ted and hugs him.

                                   HELEN
                         Oh my, he would have been so proud. 
                         You're the spitting image of him.

                                   CHARLIE
                         He never spits, ma'am. Ever. He
                         can't even get a good hocker going.
                         I've tried to teach him. It comes
                         from the diaphragm.

                                   TED
                             (sharply; to Charlie)
                         You're on the next plane home.

                                   HELEN
                             (emotional embrace)
                         I'm Helen McDole.  Your father's
                         executive secretary.

               INT. "HEAVEN" MANSION - CONFERENCE ROOM - DAY

               Ted takes a seat at the spacious conference table.  Helen
               sits on his right. Charlie sits on his left.  

               Zukerman and two other IMPATIENT ATTORNEYS wait at the head
               of the table.  Finally Zukerman checks his watch and rises.

                                   ZUKERMAN
                         We're running out of time. The
                         kid's here. We don't need HIM.

                                   HELEN
                         Perhaps we could be patient for
                         just a moment or two longer?

               They all watch a WALL CLOCK. Seconds pass, slowly, slowly.
               Then suddenly Zukerman rises.

                                   ZUKERMAN
                         What did the doctor say to the
                         nurse as they watched something
                         black and white and red in a
                         blender?
                             (a wry smile)
                         No more patients.

               Very dramatically, Zukerman slides a copy of "Heaven"
               magazine down the conference table. Right to Ted.

                                   ZUKERMAN (CONT'D)
                         Are you familiar with "Heaven?"

                                   TED
                         I'm seventeen. I know it like the
                         back of my hand.

                                   ZUKERMAN
                         Your fathered owned the entire
                         "Heaven" empire.  You own it now.
                         Any questions?

               Ted's stunned, speechless. Charlie gawks.

                                   CHARLIE
                         Everything?  The publishing
                         division, the real estate holdings,
                         the retail outlets, the theme
                         parks?

                                   ZUKERMAN
                         As far as the eye can see.

               Zukerman presses a remote control.  A wall panel slides open
               to reveal a large monitor which springs to life.  On the
               screen is a striking couple.  Ted'S BIOLOGICAL PARENTS. 
               HEATHER and TOM DEEDS. Heather, stunningly sexy and
               overflowing from her gold sequined halter top. Tom, very
               handsome in a Vegas showman sort of way.

                                   HEATHER
                         Oh, sweetheart! We wish we could be
                         right there to hug the living
                         daylights out of you!

                                   TOM
                         But if you're watching this, then
                         it means we bit the dust.

                                   HEATHER
                         But don't worry...we'll be in
                         heaven. The REAL heaven, I mean.
                         Not that heaven is an actual place,
                         but more like a state of being. Or
                         not being. Who knows. Maybe we know
                         now.

                                   TOM
                         If you're anything like yours
                         truly, then you probably figure we
                         didn't want you when you were born,
                         so who cares if we're dead? Am I
                         right?

               Ted looks guilty. This is too weird.

                                   HEATHER
                         But we did want you. It's just that
                         you don't always get to keep what
                         you want. We knew you needed a real
                         mom and dad.

                                   TOM
                         We had no idea the nudie magazine
                         we started in the garage would turn
                         into all this.

               Heather holds up the first issue of "Heaven." She's on the
               cover, wearing nothing but a halo. She looks almost exactly
               the same today, with a few extra nips and tucks.

                                   HEATHER
                         Can you believe that was me?

                                   TOM
                         Before we knew it, we created the
                         most popular men's magazine in the
                         entire nation. The rest is history.

                                   HEATHER
                         So here we are. Dead. But we never
                         want you to want for anything. That
                         is, we want you to have everything.

                                   TOM
                         Everything.

               Heather leans forward and blows a kiss into the camera. Her
               strongest assets spilling forward.

                                   HEATHER
                         We love you, Ted. We always did. We
                         always will.

               Charlie's practically slobbering. He elbows Ted.

                                   CHARLIE
                         I can't believe that's your mother.
                         We're talking babe-a-licious chub
                         fest, right here in the 501's.

                                   TED
                         Perv.

               At that moment, the doors burst open. WILLIAM G. DEEDS (UNCLE
               BILLY) sails into the room.  Handsome in an unconventional
               way, he exudes passion and eccentricity.

                                   UNCLE BILLY
                         I'm so terribly sorry.  Am I too
                         late?

                                   ZUKERMAN
                         Ah, Mr. Deeds. You're just in time
                         to congratulate your nephew. He
                         inherited the empire.

                                   UNCLE BILLY
                             (a broad smile)
                         Every morsel of it?

                                   ZUKERMAN
                         It would appear so.

               Uncle Billy hugs Ted with great enthusiasm.

                                   UNCLE BILLY
                         Smashing!  Welcome to the family,
                         Ted. You are going to breathe some
                         new life into this place. You are
                         going to set the world on fire! You
                         are going to...call me Uncle Billy?
                         Please?

                                   TED
                             (awkwardly)
                         Uh, sure. Uncle Billy.

                                   UNCLE BILLY
                         I have only one concern...

               Ted waits. Swept up by Uncle Billy's spirit.

                                   UNCLE BILLY (CONT'D)
                         You do like girls, don't you?

                                   TED
                         Of course I like girls.

                                   UNCLE BILLY
                         A lot? I mean, a whole lot?

                                   TED
                         As much as possible.

                                   UNCLE BILLY
                         You're sure?

                                   CHARLIE
                             (to the rescue)
                         He likes them with the unbridled
                         enthusiasm of a seventeen-year-old
                         virgin who's been making mental
                         beef jerky since he saw the bevy of
                         tender young skirt steaks at his
                         new hacienda.

               Uncle Billy grins broadly.

                                   UNCLE BILLY
                         That's my boy!

               INT. "HEAVEN" MANSION - LIVING ROOM - DAY

               Uncle Billy leads Ted and Charlie through the cavernous room.
               Sexy, semi-clad oil paintings of Ted's biological mother
               adorn the walls.

                                   UNCLE BILLY
                         The parties are held in here when
                         the weather dips below seventy.
                         Which is seldom.

                                   TED
                         Seldom? No kidding?

                                   CHARLIE
                         You said parties but you meant
                         ORGIES, right?
                             (to Ted; quietly)
                         Stick with me. I know their codes.

               Uncle Billy winks at Ted.

                                   UNCLE BILLY
                         The orgies, exactly. Take a deep
                         breath. You can smell it. Pure
                         sexuality, oozing from the walls.

               Charlie takes a deep breath. Uncle Billy and Ted share a
               conspiratorial smirk.

               INT. "HEAVEN" MANSION - GAME ROOM - DAY

               The epitome of every boy's dream arcade.  Everything from
               classic pinball machines to the most high tech virtual
               reality game that has yet to hit the market.  Charlie shakes
               his head in amazement.

                                   CHARLIE
                         Naked girls, wild sex, video games.
                         No wonder it's called "Heaven."

                                   UNCLE BILLY
                         This is a fun place...but we don't
                         usually come here until after the
                         orgies.

                                   TED
                             (playing along)
                         Ah, in other words, this is the
                         apres-orgy salon?

                                   UNCLE BILLY
                         Indeed it is. During the day,
                         visitors prefer to be outside, au
                         naturel. As it were.

               Charlie continues to gawk. Ted's equally impressed but
               holding it together.

               INT. "HEAVEN" MANSION - SWIMMING ROOM - DAY

               Uncle Billy leads Ted and Charlie by the indoor pool which is
               decorated like a tropical pond, complete with exotic
               vegetation, lava rocks, and a waterfall.  They pass through a
               cave-like entrance and find themselves...

               EXT. "HEAVEN" MANSION - SWIMMING POOL - DAY

               ...coming out by another spectacular waterfall. Which
               separates the indoor and outdoor pools. Numerous BEAUTIFUL
               WOMEN swim, chat, play water polo. Some topless, some might
               as well be.  The boys watch in awe as one woman rubs lotion
               on another woman's back.

                                   UNCLE BILLY
                         Hello, girls! Have you met Ted?

               The women wave, ad-libbing warm greetings. Charlie leans
               towards Ted, confiding...

                                   CHARLIE
                         This is like my every wet dream
                         come true.  I don't even care that
                         you're here, too, bro. 

                                   TED
                         Be cool. Fake it if you have to. 

                                   UNCLE BILLY
                         Good advice, Ted. You have your
                         father's instincts.

               "His father." The words sound so strange. He never even met
               the guy.

                                   UNCLE BILLY (CONT'D)
                         Just remember, you're not the man
                         you were a day ago. And these
                         girls, let's just say they'd be
                         eager to please you.

               Ted gulps. It's hard to believe this is real.

                                   CHARLIE
                         I wonder how many of them will be
                         at the orgy tonight?

                                   TED
                         This isn't some 80's porno film,
                         you dip shit. There are no wild sex
                         orgies.

                                   CHARLIE
                         Oh. Well. Maybe not yet.

                                   TED
                         Not ever. Never.

                                   UNCLE BILLY
                         Never say never.

                                   CHARLIE
                         Oh, god.  Look. Look.

               Ted looks.  A beautiful woman sensuously rubs tanning lotion
               over her OWN breasts.  The boys stare, riveted. 

                                   CHARLIE (CONT'D)
                         I really love your peaches, wanna
                         shake your tree.

                Uncle Billy grins.

                                   UNCLE BILLY
                         Maybe she needs help, Ted. You
                         should be a gentleman.

                                   TED
                             (voice cracking)
                         I...uh...I think she's doing fine
                         on her own.

                                   CHARLIE
                             (having a moment)
                         Oh baby, yes, yes, yes. Fuck me
                         like you mean it. 

               Ted elbows Charlie out of his fantasy.

                                   TED
                         You kiss your mother with that
                         mouth?

                                   CHARLIE
                         I'd kiss your mother with this
                         mouth. I mean, if she wasn't, you
                         know...

               He means dead.

                                   TED
                         So far away? In Xenia?

                                   CHARLIE
                         Yeah, whatever.

               INT.  THE NELSON HOME - MASTER BEDROOM - NIGHT

               Mom waits nervously for the phone to ring.

                                   MOM
                         Teddy? Is that you?

               Dad hurries out of the bathroom, hiking up his pajamas. Mom
               speaks loudly, as if Ted's in Siberia.

                                   MOM (CONT'D)
                         How are you, baby? Are you all
                         right?

                                                       INTERCUT WITH:

               INT. TED'S BEDROOM - "HEAVEN" MANSION - NIGHT

               A palatial suite. Very Louis XIV.  Ted throws a sheet over a
               nude sculpture of his biological mother. While holding a
               cordless phone in the crook of his neck.

                                   TED
                         I'm all right, Mom. I'm not in
                         Siberia, you know.

                                   MOM
                         Did you have a nice flight?  Are
                         they taking good care of you?

                                   TED
                         Yeah, I'm doing fine.  I have so
                         much to tell you.  I don't even
                         know where to begin.

                                   MOM
                         Save it, honey.  We want to hear
                         every detail when you get back, but
                         we don't want you to run up Mr.
                         Zukerman's phone bill.

                                   TED
                         It's okay, Mom.  Trust me.

               Mom hands Dad the phone.

                                   DAD
                         Ted, it's your dad.  I have a
                         question for you.  I don't know how
                         to put it tactfully. You know I'm
                         lousy with words.

                                   TED
                         Just say it, Dad.

                                   DAD
                         I know they were simple people, but
                         did this trip help your college
                         fund at all?

                                   TED
                         Dad, let's just say I can buy
                         anything I want in the whole
                         bookstore. Including the bookstore. 

                                   DAD
                             (not getting it)
                         Well, good. Every little bit helps.

               Suddenly, Charlie bursts into the room with a pair of
               binoculars.

                                   CHARLIE
                         Check this out.  Hurry!

                                   TED
                         I better go, Dad. 

                                   DAD
                         We'll see you soon.  Have fun in...
                             (trying to be hip)
                         ...the land of fruits and nuts.

               INT. TED'S BEDROOM - "HEAVEN" MANSION - NIGHT

               Charlie flips off the light switch and whispers...

                                   CHARLIE
                         Hurry. 

                                   TED
                             (to Charlie)
                         What is it now?

                                   CHARLIE
                         Check it out! 

               Charlie shoves the binoculars at Ted and guides him toward
               the window which overlooks the outdoor pool.

                                   TED
                         Don't tell me.  Another vision of
                         incomparable beauty?

                                   CHARLIE
                         Beauty? No. We're talking GODDESS.

               TED'S POV THROUGH BINOCULARS

               A devastatingly PERFECT WOMAN, GINGER, "Miss April,"  emerges
               from the pool, wearing nothing but a g-string. Her skin
               shimmers from the reflection of the pool lights. Rivulets of
               water stream down her body.  She reaches for a towel and pats
               her body dry. An incredible aura seems to surround her. 
               Separating her from the other spectacular beauties we've seen
               already.

               Ted lowers the binoculars. Entranced.

                                   TED
                         I get it now. You and me. We're
                         dead.

                                   CHARLIE
                         Dead?

                                   TED
                         Our plane crashed. In the Grand
                         Canyon. A big fiery explosion. We
                         never made it to L.A. They needed
                         dental records to identify us. And
                         this place. This. Actually. Is.
                         Heaven.

                                   CHARLIE
                         Then there must be a whole room,
                         made completely of chocolate.

                                   TED
                         And some really fast cars.

               INT. "HEAVEN" MANSION - UPSTAIRS CORRIDOR - NIGHT

               Ted and Charlie move like thieves in the night.

                                   CHARLIE
                         Don't be such a pansy. All of this
                         is YOURS.

                                   TED
                         It's a lot to digest. Imagine how
                         you'd feel.

                                   CHARLIE
                         I'd feel like staying up all night!
                         Forever! Or at least till I got the
                         LAY of the land, SO TO SPEAK.

               INT. "HEAVEN" MANSION - MASTER BEDROOM - NIGHT

               Ted and Charlie enter.  Flip the light switch.  It was his
               parents' very opulent bedroom. Complete with more risqu�
               paintings of Ted's biological mother.

                                   TED
                         I feel like I'm entering a
                         forbidden tomb...

                                   CHARLIE
                         ...where they get all the really
                         good porno channels on cable. 

               Charlie pulls open a dresser drawer filled with Ted's
               mother's lingerie.

                                   CHARLIE (CONT'D)
                         Cha-ching. Jackpot.

               Charlie caresses a pair of red silk panties and inhales their
               powdery fragrance.  

                                   TED
                         Oh, how inappropriate is that!

                                   CHARLIE
                         Take a whiff of heaven.

                                   TED
                         How would you like it if I did that
                         to your mother's panties?

                                   CHARLIE
                         I'd call you a sick, twisted fuck. 
                         But this is different.  She wasn't
                         your mother mother--

                                   TED
                         Give me those!

               Ted grabs the panties just as Charlie pulls away, ripping
               them in half. Just then the door opens to reveal a very
               proper ENGLISH BUTLER.

                                   BUTLER
                         I do apologize, sir. I heard a
                         noise.

               Ted and Charlie awkwardly hide the panty halves behind their
               backs.

                                   TED
                         We were just--

                                   BUTLER
                         --I completely understand, sir.
                         I'll leave you to your business.
                         Good night.

               The Butler leaves.  Ted glares at Charlie. Who shrugs.

                                   CHARLIE
                         A couple of boys fighting over a
                         pair of red silk panties is nothing
                         compared to what he's seen.

                                   TED
                             (sarcastic)
                         Yeah, he's probably been serving
                         cocktails, SO TO SPEAK, at the
                         orgies.

               INT. "HEAVEN" MANSION - GARAGE - THE NEXT MORNING

               The garage is crowded with two dozen sporty classics. Ted
               runs his hands over the hood of a red Ferrari 575M Maranello.
               He pulls the door open and slides into the leather seat.

                                   GINGER (O.S.)
                         Wanna take me for a ride? 

               Ted turns around and spots Ginger, the goddess from the pool,
               making her way towards him.  He gulps.

                                   TED
                         I-I don't have the keys.

                                   GINGER
                         They're in the ignition, silly.

               Ted glances down. There they are. She hops in next to him. 
               He doesn't know what to do.

                                   GINGER (CONT'D)
                         You do know how to drive?

                                   TED
                         I don't have much experience with
                         a...uh...stick.

                                   GINGER
                         Want a lesson?

               Ted blushes. He needs a lot of lessons.

                                   GINGER (CONT'D)
                         Press your left foot on the clutch. 
                         And turn the key.

               The Ferrari growls to life. Ginger places her hand over
               Ted's.

                                   GINGER (CONT'D)
                         Now release the brake. And slide
                         the stick into first gear.

                                   TED
                         Got it.

               Ginger moves her slender fingers on his knees. Showing him
               how it's done.

                                   GINGER
                         Now very carefully apply some
                         pressure to the gas pedal with your
                         right foot as you release the
                         clutch with your left.

               She squeezes his thigh and winks. 

               EXT. "HEAVEN" MANSION - GARAGE - DAY

               The Ferrari jerks out of the garage and promptly stalls.
               Ginger giggles.  Could Ted be MORE embarrassed?

                                   GINGER
                         The first time can be awkward. You
                         just have to get on and try again.

                                   TED
                         I don't even know if I should be
                         doing this. It's a very expensive
                         car.

                                   GINGER
                         It's your car. These are all your
                         cars.

                                   TED
                         Some of them have to be automatics.

                                   GINGER
                         Your father liked shifting. He said
                         it brought him closer to the
                         engine. "Like a woman, purring with
                         ecstasy."

               Ted feels his temperature rising. He changes the subject.

                                   TED
                         I'm Ted, by the way. I think I
                         forgot to say that.

                                   GINGER
                         I know.  I'm Ginger. Miss April.

                                   TED
                         The one with the horses.

                                   GINGER
                         That's me.

                                   TED
                         I almost didn't recognize you
                         without...you know...that stallion
                         between...your...uh...legs.

               Ginger blushes.

                                   TED (CONT'D)
                         That sounded so much better in my
                         head. 

               Ginger GIGGLES. Ted tries to hide behind his less than cool
               shades. Ginger notices.

                                   GINGER
                         Hey, Ted. Wanna go shopping? 

                                   TED
                         Shopping, really? I should tell my
                         friend.

                                   GINGER
                         Don't worry.  He found the
                         chocolate room.

                                   TED
                             (big grin)
                         Hi ho, Silver.

               He puts the car in gear.  The tires scream as they take off. 
               Gears grind as he shifts. Not exactly purring with ecstasy.
               Yet.

               EXT. BEVERLY HILLS - DAY

               The Ferrari negotiates its way along Rodeo Drive. Ted seems
               to have gotten the hang of it.

               Tourists stare.  One snaps a photo.

               Ted pulls up to...and then over...the curb. Well, he almost
               has the hang of it.

               INT. CLOTHING STORE - DAY

               Ted emerges from a dressing room.  Slowly starting to lose
               his boy-from-Xenia taint.  He glances at the price tag,
               dangling from his sleeve.  His eyes widen. Ginger strokes his
               arm. Whispers seductively in his ear.

                                   GINGER
                         Your father always said, "Money
                         matters only to the man who doesn't
                         have it."

               Ted listens. Trying to learn.

               INT. A CHIC EYEWEAR BOUTIQUE - DAY

               Ted tries on some snazzy sunglasses.  Ginger approves.  Ted
               still checks the price tag.

                                   TED
                         Sorry, habit.

               Ginger looks into his eyes. As if she can see his soul.

                                   GINGER
                         Who exactly ARE you?

                                   TED
                             (uncomfortable)
                         What do you mean? I'm Ted Nelson.

                                   GINGER
                         And who IS Ted Nelson?

               Ted's not sure how to respond. He smiles awkwardly.

                                   GINGER (CONT'D)
                         Is he a small town boy, destined to
                         live an ordinary life with an
                         ordinary wife and a tiny house with
                         a boring old white picket fence?

               The hamburger life. Now he can defy it.

                                   GINGER  (CONT'D)
                         Or do you have a taste for the good
                         life, Ted? It's in your blood.

                                   TED
                         I always knew there was more. I
                         felt it.

                                   GINGER
                         Then remember, you are the heir to
                         a billion dollar empire. You have a
                         staff of literally thousands.
                         Multiply everything you ever
                         imagined by a million and you still
                         can't even wrap your head around
                         everything that is yours. ALL
                         YOURS.

               Ted slides on the shades. Slowly, purposefully. He grins at
               the SALES CLERK...

                                   TED
                         I'll take the whole case.

               INT. "HEAVEN" HEADQUARTERS - DAY

               Ted, Charlie, Helen, and Uncle Billy walk past GRAPHIC
               DESIGNERS in cubicles as Helen leads a tour of the "Heaven"
               magazine offices. As they pass each cubicle, HEADS pop up to
               check them out.

               "HEAVEN" WAR ROOM

               POLAROIDS OF NAKED WOMEN cover every square inch of wall
               space.  Ted and Charlie gawk.  Who can blame them?

                                   UNCLE BILLY
                         Every one of these women thinks she
                         should be the next Angel of the
                         Month. It's your job, Ted, to
                         decide which of them is right.

                                   CHARLIE
                         Let me get this straight...

                                   UNCLE BILLY
                         If it isn't straight by now, son,
                         you probably should see a doctor.

                                   CHARLIE
                         These are real, live women?

                                   UNCLE BILLY
                             (winking at Ted)
                         We don't generally feature blow-up
                         dolls in our magazine. But hey, if
                         you think there's a market for it.

                                   CHARLIE
                         God, I love being dead.

               Ted focuses on one particular picture. He removes the push
               pin that holds it to the wall.

                                   TED
                         I like her.

               We can see the concerned look on Helen's face. Does this kid
               have any taste at all?

                                   HELEN
                             (relieved)
                         Nice choice. There's only one
                         problem.

               She shows Uncle Billy.

                                   UNCLE BILLY
                         You think she upgraded?

                                   HELEN
                         They went in through the belly
                         button.

               Uncle Billy nods. He explains gently...

                                   UNCLE BILLY
                         We don't allow TIPN, Ted.

                                   TED
                         Tipping?

                                   HELEN
                         TIPN. Tattoos, implants, piercings,
                         nose jobs. Our angels must be pure,
                         unadultered, completely natural.

               Ted looks at the walls again. Carefully. He has a knack for
               this. He hands a picture to Helen. She turns to Uncle Billy
               and smiles.

                                   HELEN (CONT'D)
                             (emotional)
                         You have your father's eye.

               His father. He just can't get used to that. Who was this guy?

               INT. MASTER BEDROOM CLOSET - "HEAVEN" MANSION - NIGHT

               Ted looks at the impressive collection of suits. Runs his
               hands along the fabrics. Picks a particularly stylish jacket
               and tries it on. It fits poorly. Too big in the chest and
               shoulders. Ted looks at himself in the full-length mirror.
               He's not half the man his father was.

               Suddenly there's a KNOCK on the door. Ted quickly takes off
               his father's jacket and puts on his own. He lets Uncle Billy
               in.  LOUD PARTY SOUNDS momentarily pour into the room.

                                   UNCLE BILLY
                         There you are, Ted-baby. Everything
                         all right?

                                   TED
                         Yeah.  Everything's cool.

               Ted's struggling with a silk tie. Uncle Billy helps him.

                                   UNCLE BILLY
                         You ready for your big coming out
                         party? Everybody's dying to meet
                         you.

                                   TED
                         Just a couple of finishing touches.
                         My parents always said you never
                         get a second chance to make a good
                         first impression.

                                   UNCLE BILLY
                             (puzzled)
                         They said that? Really?
                             (realizing)
                         Oh, your parents. The Nelson's.
                         Right, right. How midwest. I like
                         that.

               Ted wipes his palms on his slacks. Confiding...

                                   TED
                         Truth is, I'm a little nervous.

                                   UNCLE BILLY
                         YOU? Nervous? Why on earth should
                         you be nervous?

                                   TED
                         All those people out there. It's a
                         lot of pressure.

                                   UNCLE BILLY
                         Huh! You laugh in the face of
                         pressure!

                                   TED
                         I do?

                                   UNCLE BILLY
                         You are a multi-media magnate. The
                         Tycoon of Tits. The Baron of 
                         Bottoms.

               Ted chuckles. Uncle Billy's calming him...

                                   UNCLE BILLY CONT'D)
                         You are the Emperor of every little
                         girl who dreamed of growing up to
                         see her naughty bits spread eagle,
                         airbrushed to glossy perfection,
                         with staples through her ass.

               Uncle Billy rubs his shoulders. As if pep-talking him for a
               big fight.

                                   UNCLE BILLY
                         You're the Sultan of Semen. The
                         Monarch of Masturbation. The
                         Merchant Prince of Lust. You. Ted.
                         Are the King of Coitus.

                                   TED
                         Me? The King of Coitus?

                                   UNCLE BILLY
                         The Supreme Sovereign of Sexuality.

                                   TED
                         Whoa. But...that's the thing...
                             (he whispers)
                         I've never even actually...

                                   UNCLE BILLY
                             (interrupting)
                         Why, look who's here.

               Uncle Billy swings the door open to reveal. KIKI and KELLY.
               Tall, beautiful, leggy IDENTICAL TWINS.  They smile warmly at
               Ted, each offering an arm.  Ted holds his head high. Like the
               Sovereign of Sexuality.

               LONG DRAMATIC STAIRCASE

               With the twins on either side of him, Ted struts down the
               stairs and into a sea of people.  All so eager to meet him. 
               Ted acts as if he's been doing this all his life.

                                   TED
                             (sotto)
                         The Potentate of Poon has arrived.

               And instantly, he's surrounded.  People shake his hands. 
               Women kiss his cheeks.  Athletes, movie stars, models. 
               Charlie watches, beaming proudly.

               DANCE FLOOR - LATER

               Charlie thinks he's Travolta. Dressed for disco. Twirling a
               Super Model. Ted dances among a dozen BEAUTIES.  They steal
               kisses and hugs, here and there. A thousand Cinderellas, all
               after one Prince Charming.  Ted's having the time of his
               life. Charlie dances up to him. Shouting in his ear...

                                   CHARLIE
                         Ain't life amazing? A week ago, you
                         couldn't get to second base!  Now
                         you OWN second base!

               They high-five one another. An EXOTIC BEAUTY grabs Ted and
               starts dirty dancing. Rubbing herself against him.  Ted's
               clueless. So he improvises.  People cheer him on.  He thrusts
               his pelvis. Feigns various sex acts. Hilarious, goofy, but it
               works.

               EXT. JACUZZI - NIGHT

               The party's over.  Ted relaxes in the Jacuzzi, sipping
               champagne. Thrilled, elated, blasted.  Uncle Billy sits
               across from him.  Two MASSEUSES tenderize their shoulders.
               But as the scene continues the women take an even greater
               interest in each other. Stealing a kiss here. A touch there. 
               Ted attention is distracted as he chats with Uncle Billy.

                                   UNCLE BILLY
                         I told you you could do it.

                                   TED
                         I was like a different person
                         tonight.

                                   UNCLE BILLY
                         You were the new and improved you.

                                   TED
                         I would have been laughed right out
                         of Xenia.

                                   UNCLE BILLY
                         No one will be laughing at you now,
                         Ted. You can take that to the bank.

                                   TED
                         It's really going to be strange
                         going home in a couple of days.

                                   UNCLE BILLY
                         You ARE home. But go ahead, finish
                         school, do what you feel you need
                         to do. In the meantime, I'll be
                         your point person here on the
                         magazine.

                                   TED
                         Really? You'd do that for me?

                                   UNCLE BILLY
                         I've been very lazy for a long,
                         long time.

                                   TED
                         You seem like you're anything but
                         lazy, Uncle Billy.

                                   UNCLE BILLY
                             (confiding)
                         I never finished school myself.
                         Never had to. My brother built this
                         empire from nothing but his wife's
                         perky tits and a whole lot of
                         gumption. He gave me a cushy job on
                         a silver platter. I never struggled
                         for a second.

                                   TED
                         My parents always say hard work
                         builds character.

                                   UNCLE BILLY
                         It's not like I didn't have ideas,
                         I had plenty of ideas. But I never
                         even shared them with your father.
                         Never had the guts.

                                   TED
                         What kind of ideas?

                                   UNCLE BILLY
                         Well...for one thing...I think it's
                         despicable that we exclude so many
                         women that only fit our western
                         notion of "classic beauty."

                                   TED
                         You think we should be more open
                         minded?

                                   UNCLE BILLY
                         The world is a big, beautiful
                         place.  We can open new markets in
                         Africa and Asia.  Imagine the Dali
                         Lhama reading our magazine.

                                   TED
                         In other words, our scope is too
                         narrow.

                                   UNCLE BILLY
                         At our press conference tomorrow, I
                         think we should announce our plans
                         to explore the world. Not just a
                         few leggy 36D's, with blond hair
                         upstairs and down.

                                   TED
                         That's perfect.

               The Masseuses help Uncle Billy out of the Jacuzzi. They say
               their goodnights and Ted closes his eyes. When he opens them,
               Ginger stands at the edge of the tub.

                                   GINGER
                         Want some company?

               Ted can barely nod. She unzips the back of her dress and lets
               it fall to her feet.  The silhouette of her nude body is
               startlingly gorgeous in the moonlight. Ted watches as she
               descends, step by step, into the frothy water.

               Ted's paralyzed with desire and fear. Ginger descends deeper. 
               A wash of foam caresses her breasts.  She continues.  Until
               she's completely submerged.

               Ted looks startled.  The "Jaws" theme echoes through his
               ears.  He starts to rise. Concerned. When suddenly, he feels
               something.  Whoa! His swimming trunks land next to him.

               He starts to rise out of the Jacuzzi, when suddenly he's
               sucked under.  He thrashes.  His hand grabs the edge of the
               Jacuzzi. But his fingers give out.  And he slides under. Only
               to rise out of the water with Ginger. Attached to his lips.
               Kissing him passionately.

                                                       DISSOLVE TO:

               INT. "HEAVEN" MANSION - TED'S BEDROOM - MORNING

               Ted and Ginger in bed.  Morning rays, satin sheets, what a
               night.  Ted awakens.  He stares at Ginger in awe, remembering
               what happened. Smiles big.

               Ted slides out of bed.  Catches his reflection in the mirror. 
               Takes a good look at himself.

                                   TED
                             (posing; cool)
                         Who's your daddy?

               INT. HOTEL BALLROOM - DAY

               Press Conference. Lights, cameras, reporters, bedlam. Uncle
               Billy, Helen, and Ted sit at a makeshift dais.

                                   UNCLE BILLY
                         ...My brilliant, extraordinary
                         nephew, Ted Nelson, has brought
                         enough fresh blood to this company
                         to make all of Transylvania happy
                         for the next fifty or sixty years.
                         I'll give him the mike now and
                         you'll see what I mean. This apple
                         didn't fall far from the tree.

               Ted prepares to speak. A little nervous from the spotlights,
               but hell, he's a man now. Uncle Billy gives him a reassuring
               look.

                                   UNCLE BILLY (CONT'D)
                             (whispering)
                         Don't forget to tell them all your
                         qualifications.

                                   TED
                         I'm Ted Nelson. I guess you already
                         know that part.
                             (proud of himself)
                         For two years I've been the editor
                         of the high school paper in Xenia,
                         Ohio. I've won some awards, made a
                         difference.
                         I've always had journalism in my
                         soul. Now I know why.

               He glances at Uncle Billy, who urges him to tell more.

                                   TED (CONT'D)
                         They tell me I've got my father's
                         taste in women and cars. 
                             (winking)
                         The faster, the better.

               CHUCKLES from the crowd. Uncle Billy gives him a "thumb's up"
               sign.

                                   TED (CONT'D)
                         And I'm really looking forward to
                         the challenge of bringing "Heaven"
                         magazine into the 21st century.

               INT. CHRISTY MALONE'S BATHROOM - SAME

               In the middle of waxing her bikini line, Christy jumps up and
               down excitedly. 

                                   CHRISTY
                         He asked me to the prom! ME! We're
                         practically engaged!

               INT. JULIE CONROY'S BEDROOM - SAME

               Julie watches TV. Stunned.

                                   JULIE
                         He reinvented himself into a dick.

               INT. PRINCIPAL MERKIN'S DEN - SAME

               Principal Merkin watches TV. Simmering.

                                   PRINCIPAL MERKIN
                         You don't even have your high
                         school diploma yet, Mr. Nelson. I'm
                         still the boss of you. 

               INT. NELSON FAMILY ROOM - SAME

               Ted's parents and little Jimmy stare in amazement at their
               old-fashioned console RCA.  A geeky high school picture of
               Ted appears on screen, as a REPORTER babbles...

                                   BABBLING REPORTER (ON TV)
                         The big question now remains: Will
                         success spoil Ted Nelson, the
                         straight-A journalism student from
                         Xenia, Ohio, whose life was
                         transformed overnight when he found
                         out he was rich, powerful, and
                         certainly the most eligible
                         bachelor in the entire nation?

                                   MOM
                             (shocked)
                         Our Teddy inherited "Heaven?"

                                   DAD
                         He said he was set for book money.

               Jimmy turns to his parents.

                                   JIMMY
                         Mom, Dad. Forget about roller
                         blades for my birthday. I'd prefer
                         a DNA test. Can you prove beyond a
                         shadow of a doubt that I am not,
                         for example, a Guccione?

               The door bell CHIMES. Mom and Dad look at each other. This
               can't be good.

                                   ENTRY WAY
                         Dad opens the front door to reveal
                         a delivery man, holding a flashy
                         new bike.

                                   DELIVERYMAN
                         Delivery for Jimmy Nelson.

               EXT. NELSON HOUSE - DAY

               Jimmy squeezes past Dad and jumps on the bike as Mom appears
               in the doorway.

                                   MOM
                         My goodness, who sent this?

                                   DELIVERY MAN
                         It's from "Heaven," ma'am.

                                   DAD
                         Ted. Of course.

                                   JIMMY
                             (riding around)
                         I love you, Ted!

                                   MOM
                         We can't accept it.  It's much too
                         expensive. Right, dear?

                                   DAD
                         Of course, dumpling. Its very nice
                         of Ted but...

               At that moment, ANOTHER DELIVERY MAN and his HELPER unload a
               large crate from another truck. They approach Dad and Mom.

                                   DELIVERY MAN #2
                         Delivery for Robert Nelson.

                                   DAD
                         For me? What is it?

                                   DELIVERY MAN #2
                         Appears to be tools, sir.

                                   MOM
                         Oh, no. Ted's gone completely
                         overboard.

               Dad approaches the crate as the Delivery Man opens it to
               reveal a large scarlet and gray case of tools.  Dad opens one
               of the drawers.  Runs his fingers over the shiny instruments. 
               Tears in his eyes.

                                   MOM (CONT'D)
                         Sweetheart, what is it?

                                   DAD
                         I always wanted Craftsman tools. He
                         even got me the limited edition
                         Buckeye colors.

                                   MOM
                         Oh, honey. We can't accept this
                         extravagance.

               Another delivery truck arrives.  Then the local news vans. 
               Neighbors rush out of their houses. The phone RINGS.  Mom
               dashes inside.

               INT. THE NELSON HOUSE - KITCHEN - DAY

               Mom grabs the phone.

                                   MOM
                         Teddy? Is that you?

                                                       INTERCUT WITH:

               INT. "HEAVEN" MANSION - TED'S ROOM - DAY

               Ted wears a cordless headset phone, as if he was born with
               it. As he talks, he flexes his muscles in front of a full
               length mirror. 

                                   TED
                         Well? Surprised?

                                   MOM
                         What is all this? When are you
                         coming home?

                                   TED
                         Just a few tokens of my affection.
                         I'll be back soon, don't worry.

                                   MOM
                         Everything is lovely, Ted, but much
                         too expensive.

                                   TED
                         Mom. Believe me. I could buy all
                         that AND the factories they came
                         from.

               Mom looks up as ANOTHER DELIVERY MAN wheels a washing machine
               and dryer into the house.

                                   DELIVERY MAN #3
                         Where do you want them, lady?

               Mom's eyes light up. 

                                   MOM
                         Oh, good lord. Are those Neptunes? 

                                   TED
                         Only the best for my mother.

                                   MOM
                             (softening)
                         You promise you'll finish school?

                                   TED
                         I'll make you very proud.

               EXT. TECUMSEH HIGH SCHOOL - MORNING

               A beautiful spring morning.  Cars pull into the school
               parking lot.  Students mingle in small groups. Making their
               way into the building.  A group of GUYS look up.

               Suddenly, a helicopter swooshes through the air, circling the
               school as if to get everyone's attention, then landing on a
               grassy knoll. The helicopter is painted heavenly blue with a
               pattern of white billowy clouds.

               The door slides open and out hops Ted. In SLOW-MO. Looking
               seriously cool from the tips of his silver toed boots to his
               stylish Persol shades.  Until he takes a second step and
               stumbles slightly, catching himself from falling face first
               into the grass.

               Charlie is right behind him. Looking great, too, but vaguely
               Mafioso in his efforts to be hip. He turns to the beautiful
               blonde PILOT and plants a big wet kiss for everyone to see. 

               Ted and Charlie strut towards the school as Principal Merkin
               bursts through the front doors, shouting...

                                   PRINCIPAL MERKIN
                         You cannot land a helicopter in my
                         school yard! Get that blasted thing
                         out of here!

               Ted raises his hand.  The chopper rises as if on cue. 
               Without a word, Ted and Charlie pass the ruffled Principal
               Merkin and strut toward the entrance. Classmates surround
               Ted.  Congratulating him.  Everyone wanting to be Ted's new
               best friend.  Julie walks up to Charlie.

                                   JULIE
                         What gives, Don Corleone?

                                   CHARLIE
                             (smug)
                         We reinvented ourselves.

                                   JULIE
                         New Hushpuppies don't make a new
                         man.

                                   CHARLIE
                         You've obviously never had your
                         dogs nestled in thousand dollar
                         Italian loafers.

                                   JULIE
                         That explains the emptiness that
                         haunts me.

                                   CHARLIE
                         Jealousy is so unattractive.

               Ted makes eye contact with Julie. Winking like he's Don Juan.
               She just stares at him, blankly.

                                   JULIE
                         Second only to unfettered arrogance
                         and the inability to see the irony
                         therein.

               Charlie's baffled by that one. 

                                   CHARLIE
                         Wanna see my hickey from Miss
                         December?

               Julie groans.

               INT. PRINCIPAL MERKIN'S OFFICE - DAY

               Principal Merkin paces dramatically...

                                   PRINCIPAL MERKIN
                         I like you, Ted. You know that. I
                         liked you before you were filthy
                         rich.

                                   TED
                         Thanks, Principal Merkin.

                                   PRINCIPAL MERKIN
                         I'll be blunt. I know you can take
                         it.

                                   TED
                         Yes, sir. I'll brace myself.

                                   PRINCIPAL MERKIN
                         Ted, you are the best editor this
                         school paper ever had. You don't
                         need to be pandering flesh. It's
                         nonsense. It's beneath you.

                                   TED
                         You think I ought to just tell them
                         thanks but no thanks? I don't want
                         your silly billion dollar empire?

                                   PRINCIPAL MERKIN
                         That's a good start, yes. A very
                         good start.

                                   TED
                         Are you kidding? This magazine is
                         my dream. It's every red-blooded,
                         heterosexual male's dream.

                                   PRINCIPAL MERKIN
                         I never figured you for a pimp.

                                   TED
                         Have you ever even looked at
                         "Heaven?"

                                   PRINCIPAL MERKIN
                         What kind of sick question is that? 
                         I'll be watching you, young man.
                         Your money and power mean nothing
                         here. Nothing.

                                   TED
                         I guess you won't be wanting that
                         Rolex I sent you, then?

               Principal Merkin opens his desk drawer sheepishly. Caresses
               the watch. It kills him to return it.

                                   PRINCIPAL MERKIN
                         No. No, I won't. Thank you. For
                         reminding me.

               INT. NEWSROOM - DAY

               Flurry of activity. Ted on his cell phone. Julie types
               furiously. Taking her job very seriously. Christy Malone
               props one leg against the wall. Demonstrating those
               contortionist warm-up moves that drove Ted mad with desire.

                                   CHRISTY
                         Great jacket, Teddy Bear.

                                   TED
                             (hanging up phone)
                         Yeah? You like?

                                   CHRISTY
                         Makes your shoulders look so big
                         and broad.

                                   JULIE
                         A few billion bucks and suddenly
                         he's Cro-Magnon Man of the Year. 

                                   TED
                         It's so nice to have FRIENDS like
                         you, Christy.

               Christy pouts. Wishing she never said the "F" word. Julie
               snickers. Ted takes Julie's arm and guides her to a private
               spot in the corner.

                                   JULIE
                         What is it, William Randolph? Your
                         balls need scratching?

                                   TED
                         Your article sucked.

                                   JULIE
                         In what sense?

                                   TED
                         In the sense that there is no
                         "hidden agenda" behind a bake sale
                         that raised five hundred dollars
                         for seeing eye dogs.

                                   JULIE
                         Ah ha! It was so well hidden, you
                         didn't even know it was there.

                                   TED
                         Come on, Julie. Don't screw up. You
                         have some real talent.

                                   JULIE
                         Just because someone died and made
                         you king of the publishing world
                         doesn't mean you're even one ounce
                         smarter than you were a week ago.

                                   TED
                         I'm trying to help.

                                   JULIE
                         I'm still better than you. Nothing
                         changed except the decimal point in
                         your savings account.

                                   TED
                         That's not ENTIRELY true.

               Julie snaps her fingers, as if trying to remember...

                                   JULIE
                         Oh, right. You're probably not a
                         virgin anymore. But as far as being
                         a hack, that much is status quo.

               Ted fumes. She really knows how to push his buttons. 

                                   TED
                         What do you want from me? I'm
                         trying to be fair. But I can't keep
                         you on staff if you turn every PTA
                         meeting into an Agent Orange cover
                         up.

                                   JULIE
                         Then I'll write about YOU.

                                   TED
                         Me?

                                   JULIE
                         "Local boy inherits more money than
                         god." Call me crazy, but I smell
                         human interest.

                                   TED
                             (loving this)
                         Really? You wanna write about me?

               INT. NELSON DINING ROOM - DAY

               A world class CHEF and his SOUS CHEF serve the Nelson's a
               filet mignon dinner. Mom, Dad, Jimmy, Ted, and Julie, sit at
               the table. Set with the finest china. The most elegant
               linens. A fresh floral arrangement. The best of everything.

               Everyone waits for Mom as she takes her first bite.

                                   MOM
                         Goodness...it's delicious. I've
                         never tasted anything so tender.

               The rest of them dig in.

                                   DAD
                         Beats the heck out of meatloaf.
                             (off Mom's look)
                         Although your meatloaf is second to
                         none, love muffin.

               Jimmy's eyes widen as he chews.

                                   JIMMY
                         Mom, Dad. My trembling taste buds
                         have just been assailed by the
                         bittersweet knowledge of all
                         they've been missing these past
                         nine years.

               The chef turns to Julie...

                                   JULIE
                         No offense, Wolfgang Puck, but dead
                         flesh is dead flesh. This just
                         happens to be better than most dead
                         flesh on the planet.

               And finally, the Chef waits for Ted...

                                   TED
                         Absolutely...heavenly.

               The Chef wipes a bead of sweat from his brow. Approval, at
               last, from the only opinion that mattered.

                                   CHEF
                         Why, thank you, sir. Thank you.

                                   JIMMY
                         Ted has bettered our lives to the
                         point where I can no longer see
                         myself as "the old Jimmy" I was but
                         a day or two past. You may all call
                         me James. From this moment forward.

                                   TED
                         Finally, some gratitude.

                                   DAD
                         We're grateful, Ted. It's not that.
                         Those Craftsman tools...they're a
                         dream come true.

                                   MOM
                         Your Dad and I were raised with a
                         certain work ethic, that's all.

               Julie listens closely, admiring Ted's parents.

                                   DAD
                         We can't start living like we're
                         the Rockerfellers or something.

                                   JIMMY
                         Mom, Dad. The Rockerfellers are
                         paupers compared to my favorite
                         brother, Ted.

                                   TED
                         You don't have to work another day
                         in your lives.

                                   MOM
                         But how would we pay our bills?

                                   DAD
                         We just barely have enough for your
                         college tuition, son.

               Ted's frustration mounts.

                                   TED
                         Don't you get it? In one day I earn
                         more interest than the store's
                         entire annual revenue.

                                   MOM
                         Oh. Goodness.

                                   TED
                         You're free.  You can do anything
                         you ever wanted to do!

                                   MOM
                             (after a beat)
                         Like what?

                                   TED
                         Like take that trip to Buckingham
                         Palace. Go deep sea fishing in the
                         Gulf of Mexico. Now's your chance.

                                   DAD
                         But those are our dreams, son. We
                         have to make them come true.

                                   TED
                         Consider me your fairy godfather,
                         except without the fairy part. No
                         more mealy apples and bruised
                         bananas, ever, for the rest of your
                         lives. 

                                   MOM
                         But who would run the store?

                                   TED
                         Forget the store. Think big.

               Dad looks at Mom. Forget the store. That stings.

                                   DAD
                         Ted, we put a lot of love in our
                         business.

                                   MOM
                         We wanted you and Jimmy to have it
                         someday. Something real and honest.

                                   DAD
                         We love our lives just the way they
                         are.

               Disappointed, disgusted, Ted looks to Julie for support.
               Tears fill her eyes. Mom and Dad moved her. Ted shrugs and
               digs into his food.

               EXT. ABOVE THE CLOUDS - DAY

               A heavenly blue jet with billowy white clouds soars through
               the sky.

               INT. THE "HEAVEN" JET - DAY

               Beyond first class; the ultimate in posh. Charlie sweet-talks
               a sexy FLIGHT ATTENDANT.

                                   CHARLIE
                         Call me Charlie. I'm a photographer
                         for "Heaven" magazine. And a very
                         cunning linguist.

               The Flight Attendant pulls him toward the washroom, quickly. 

               Julie interviews Ted, complete with tape recorder. 

                                   TED
                         I have to admit, I always felt...
                         different.

                                   JULIE
                         Different how? Different like a
                         dwarf at a basketball game? Or
                         different like a lesbian in pumps?

                                   TED
                         I don't get the distinction.

                                   JULIE
                         Could everybody else tell you were
                         different, or were you the only one
                         who knew?

                                   TED
                         I felt limited. I felt confined. I
                         felt like I was suffocating.

                                   JULIE
                         I see. So more like a tight rope
                         walker who secretly wants to be a
                         trapeze artist.

                                   TED
                         I guess.

                                   JULIE
                         Interesting.

               Another FLIGHT ATTENDANT approaches...

                                   FLIGHT ATTENDANT
                         Warm peanuts?

                                   TED
                         No thanks. I prefer my penis at
                         room temperature.

                                   JULIE
                         She said peanuts, you cretin.

                                   TED
                         You never know around here.

               Julie raises her eyebrows. Taking notes.

                                   TED (CONT'D)
                         Don't write that part.

                                   JULIE
                         Is this an gritty expos� or a candy
                         ass press release?

                                   TED
                         Write what you want. Just try not
                         to make it so obvious that you're
                         crazy about me.

                                   JULIE
                             (amused)
                         Life must be peachy on Planet Ted.

                                   TED
                         Funny you should say "peachy."

                                   JULIE
                         I did my homework. Your grandfather
                         was a peach farmer.

                                   TED
                         My adoptive grandfather. Who knows
                         what my biological grandfather did.

                                   JULIE
                         Undoubtedly an aristocratic
                         bartender of some sort.

               Ted loves her spunk. And the chemistry between them. 

                                   TED
                         Considering this is your first time
                         on a private jet, on which you are
                         interviewing the world's most
                         eligible bachelor,  you are
                         extremely cavalier.

                                   JULIE
                         I bet there are lots and lots of
                         mirrors on Planet Ted.

                                   TED
                         See? You're impertinent, rude,
                         sarcastic.

                                   JULIE
                         And this is not my first time on a
                         private jet, so quit acting like
                         I'm Rebecca of Sunnybrook Farm.

                                   TED
                         A little respect would be nice,
                         that's all.

               Julie snickers.

                                   JULIE
                         Money can't buy respect, Ted.
                         Saying what you mean. Meaning what
                         you say. Being an honorable person.
                         That's how you earn respect.

               INT. GREEN ROOM - DAY

               Ted waits for his appearance on "The Tonight Show."  Ginger
               smooths out the imaginary creases in Ted's Armani jacket.

                                   GINGER
                         Great jacket, Teddy. It makes your
                         shoulders look so big and broad.

               Julie rolls her eyes. Here we go again.  Uncle Billy and
               Helen look on approvingly.

                                   UNCLE BILLY
                         You do look smashing.

                                   HELEN
                         Positively dashing.

                                   CHARLIE
                         Sharp as a mashed potato sandwich. 

               Ted fake-guffaws. Charlie is quickly distracted by the relish
               tray.

                                   CHARLIE (CONT'D)
                         Oh wow, look...they've even got
                         baby gherkins!

                                   GINGER
                         I have an idea! I'll be right back!

               And she dashes out the door.  Ted leans towards Julie, who
               quietly observes everything.

                                   TED
                         Well? What do you think of her?

                                   JULIE
                         You're so twitterpated you don't
                         even see the miner's hat and the
                         pickax.

                                   TED
                         You're implying she's, what, a gold
                         digger?

               Julie shrugs. Isn't it obvious?

                                   TED (CONT'D)
                         Charlie's right. Jealousy is so
                         unattractive.

                                   JULIE
                         Second only to unbridled,
                         narcissistic conceit.

                                   TED
                             (whining)
                         Why can't you be nice to me?

                                   JULIE
                         You've got enough people kissing
                         your ass.

               Ginger returns with a rose.

                                   GINGER
                         Here you go, cutie patootie. Rich
                         guys always wear flowers.

               Julie gives Ted a look. See what I mean.

               INT. THE TONIGHT SHOW SET - DAY

               Jay Leno seems charmed.  Ted behaves as if he does this every
               day. The rose from Ginger is pinned to his lapel.

                                   JAY
                         How are the hometown folks treating
                         you, back in Xenia?

                                   TED
                         Well, Jay. They've been
                         exceptionally supportive.

                                   JAY
                         Are they hitting you up for
                         donations? Asking you to sponsor
                         the local quilting bee?

               Audience LAUGHS.

                                   TED
                         I'm no stranger to the notion of
                         philanthropy. Andrew Carnegie has
                         long been one of my idols.

                                   JAY
                         What about the future? You planning
                         to rock the boat at all? Stir
                         things up in "Heaven?"

               Ted's so smooth. We know it's still HIM under all that
               Armani, but it sure does make him LOOK different.

                                   TED
                         Matter of fact, Jay, my uncle and I
                         are planning to rethink the
                         magazine. To expand the traditional
                         western notions of "beauty."

                                   JAY
                         I see, so you'd be open to little
                         ladies from Pasadena, who want to
                         show you their knickers?

                                   TED
                         Matter of fact, Jay, I'm planning a
                         pictorial focusing on the women of
                         my hometown, "The Girls of Xenia."
                         Just to show my appreciation.

               OFF IN THE WINGS

               Julie looks thoroughly disgusted.

                                   JULIE
                         The Girls of Xenia? Jesus.

               BACK TO STAGE

                                   JAY
                         Now you're talking. What did Andrew
                         Carnegie ever do? Open a couple of
                         libraries? BOR-ING.

               INT. PRINCIPAL MERKIN'S KITCHEN - MORNING

               A Cocker Spaniel, POOCHIE, sits under a breakfast table,
               holding a newspaper in his snout.

                                   PRINCIPAL MERKIN (O.S.)
                         Poochie?  Where's my poochie? Where
                         is she?

               MRS. MERKIN, dressed in a bathrobe and curlers, prepares
               breakfast.  Their beautiful college-aged daughter, JUDY, eats
               cereal at the table, while flipping through a glamour
               magazine. Principal Merkin enters. Ready for work. Wife and
               daughter don't even look up.

                                   PRINCIPAL MERKIN (CONT'D)
                         Is my Poochie in here?

               Principal Merkin pretends to look for the dog in the
               cupboard. This is obviously a daily ritual.

                                   PRINCIPAL MERKIN (CONT'D)
                         Is she in here?  No.  Where on
                         earth could she be?

               He looks under the table.

                                   PRINCIPAL MERKIN (CONT'D)
                         There's my Poochie!  There's my
                         girl!

               The dog leaps into his arms.  Principal Merkin grabs the
               paper as Poochie starts to lick his face.

                                   PRINCIPAL MERKIN (CONT'D)
                         Poochie loves Daddy, doesn't she?

                                   MRS. MERKIN
                         Breakfast is getting cold.

                                   PRINCIPAL MERKIN
                         Thank you, dear.

                                   MRS. MERKIN
                         No dogs at the table.

                                   PRINCIPAL MERKIN
                         I know, dear.

               Principal Merkin places the dog on the ground, takes a seat,
               and bites into a breakfast sausage.  He opens the paper and
               is confronted by a full page ad.

               CLOSE ON NEWSPAPER AD

               "GIRLS OF XENIA, GO STRAIGHT TO HEAVEN!"  Details follow.
               How, when, where to apply.

               BACK TO PRINCIPAL MERKIN

               Who chokes on his sausage. Clutches his throat. Signaling to
               his wife and daughter. "Help me!" Judy looks up, grossed out.
               Mrs. Merkin attempts the Heimlich Maneuver. Rather ineptly. 
               Principal Merkin turns red, blue, purple. Finally the piece
               of sausage flies out of his mouth, past Judy. Poochie catches
               it in mid-flight.

                                   PRINCIPAL MERKIN
                             (weakly)
                         Thatta girl.

               INT. PRINCIPAL MERKIN'S HONDA CIVIC - MOVING - DAY

               Principal Merkin drives to work, humming along to Liza
               Minelli's "New York, New York." The song comes to an end and
               a radio spot begins...

                                   RADIO SPOT (V.O.)
                         How many times have people told
                         you, "Jeepers, you look swell
                         naked!" Well now's your chance to
                         go straight to "Heaven!"

               Principal Merkin tries to change the station. But the ad
               seems to be on every station...

                                   RADIO SPOT (V.O.) (CONT'D)
                         Come on down for "The Girls of
                         Xenia" pictorial. Let's show the
                         nation our cows aren't the only
                         ones with great udders.

               INT. TECUMSEH HIGH SCHOOL - CORRIDOR - DAY

               Students hover at the bulletin board, reading a poster
               advertising the "Heaven" auditions.  Principal Merkin pushes
               through the crowd and tears the poster off the board. 
               Completely incensed.

               INT. CITY COUNCIL HALL - EVENING

               Hundreds of Xenia CITIZENS have gathered for this meeting.
               Principal Merkin stands in front of the five members of the
               city council who sit at a U-shaped table.  He holds up
               "Heaven" magazine. Preaching with an evangelical passion...

                                   PRINCIPAL MERKIN
                         This, my friends, this is not
                         "Heaven." This flesh rag is a one
                         way ticket to hell! We must voice
                         our outrage! To remain passive in
                         the eye of the devil is like
                         inviting him to a pot luck in your
                         own backyard and asking him to
                         bring the three-bean salad!

               His supporters murmur agreement.

                                   PRINCIPAL MERKIN(CONT'D)
                         For the sake of this community, and
                         its impressionable young minds, I
                         propose this publication be banned
                         from our city!

               His POSSE of supporters APPLAUD. His opponents GROAN. Ted
               slouches nearby.  A lawyer next to him.  The MAYOR bangs the
               gavel and the commotion settles.

                                   MAYOR
                         Thank you for that long-winded but
                         impassioned speech, Mr. Merkin. I
                         hope you can cut to the chase, Ted.

               Principal Merkin takes his seat. Ted rises. Playing the big
               shot lawyer. Julie sits in the crowd, taking notes.

                                   TED
                         With all due respect to Merk, he
                         doesn't have to read my magazine.
                         But he has no right to stop others.
                             (to Principal Merkin)
                         Ever hear of the First Amendment?

                                   PRINCIPAL MERKIN
                             (rising; an outburst)
                         We cannot afford free speech if it
                         excises the moral fiber of this
                         community!

                                   TED
                         If that were true, this would be
                         one seriously constipated town.
                         Most guys in Xenia have been
                         looking at naked girls in "Heaven"
                         since they were old enough to
                         figure out their dads hide it under
                         the mattress.

               A bit of an UPROAR from the crowd. WOMEN eye their HUSBANDS
               suspiciously. Julie makes a point...

                                   JULIE
                         Isn't it true, Principal Merkin,
                         that you only care now because
                         "Heaven" is suddenly too close to
                         home?

                                   PRINCIPAL MERKIN
                         Indeed it is, Miss Conroy! I make
                         no bones about it! "Heaven" has
                         gone too far!

               MR. NEEDLEMAN, another angry man from Principal Merkin's
               posse, jumps on the bandwagon.

                                   MR. NEEDLEMAN
                         Principal Merkin is right! We can't
                         let "Heaven" violate our own
                         daughters, wives, sisters, mothers,
                         girlfriends, aunts...

               Helen motions to Ted. He quickly locates a page in the report
               she prepared for him. He handles this like a pro...

                                   TED
                         I wouldn't want to name names, Mr.
                         Needleman, or cause any undue
                         embarrassment. But many members of
                         this community have been loyal
                         "Heaven" readers for the better
                         part of the last two decades. Not
                         to mention certain charter
                         subscribers who have developed a
                         voracious appetite for our video
                         library as well. I don't suppose,
                         "Courtney Leaves The Convent" rings
                         a bell to anyone?

               Mr. Needleman dissolves into his seat. Half the men in the
               audience seem to evaporate.

                                   PRINCIPAL MERKIN
                         Mr. Nelson, you are Beelzebub's
                         henchman! You are single-handedly
                         destroying the integrity of our
                         community, and I will not have it! 
                         I'll gather signatures. I'll
                         petition the courts.

                                   MAYOR
                             (sheepishly)
                         You do what you have to do, Dick.
                         But if there's a man among us who
                         doesn't like to steal a look at
                         some pretty titty once in a while,
                         let him cast the first stone.

               The room is suddenly SILENT. Principal Merkin gives the Mayor
               a hard look.  Merkin's face contorts in SLOW MO as he
               proclaims...

                                   PRINCIPAL MERKIN
                         I. AM. THAT. MAN.

               INT. CITY BUILDING CORRIDOR - SAME TIME

               Holding a stack of flyers, Charlie chats with Judy, Merkin's
               college-aged daughter.

                                   CHARLIE
                         You're like a centerfold waiting to
                         happen. And let me assure you, I
                         have some serious pull with the
                         publisher.

               Judy smiles fetchingly. Stashing Charlie's "Heaven" flyer in
               her backpack. Her father suddenly appears.

                                   PRINCIPAL MERKIN
                         What the hell are you doing?

                                   JUDY
                         I'm an adult. I can do whatever I
                         want.

                                   PRINCIPAL MERKIN
                         My roof, my rules, young lady.

               He grabs her arm while knocking the stack of flyers out of
               Charlie's hands.  As Principal Merkin drags her away, Judy
               smiles back at Charlie.  He winks.

                                   CHARLIE
                         Send us a picture, sugar.  We'll
                         get back to you.

               The stack of flyers FLOATS over the railing and onto the
               ground floor, just as a group of LOVELY YOUNG WOMEN enters
               the building lobby. They excitedly reach for the flyers.

               EXT. DOWNTOWN BUILDING - XENIA - DAY

               A line of BEAUTIFUL WOMEN - all shapes and sizes - snakes
               around the block and into a doorway.  The women are dressed
               to impress, in very skimpy clothing. Ted pulls up in his
               convertible Ferrari. The women shout greetings as Ted heads
               for the door.

               INT. BUILDING CORRIDOR - DAY

               We follow Ted as he dashes up the stairs, along the line of
               women, towards an office.

                                   TED
                             (greeting the women)
                         Hello there...Looking great...Very
                         nice.

               Charlie looks frazzled.

                                   CHARLIE
                         You're late, bro!

                                   TED
                         Sorry. Ginger got a little, you
                         know, enthusiastic.

                                   CHARLIE
                         You'll never believe who's in
                         there.

                                   TED
                         It better not be my Aunt Trudy.

               They enter...

               INT. TED'S OFFICE - DAY

               A YOUNG WOMAN sits with her back to the door.

                                   TED
                         Sorry to keep you waiting...

               The woman turns towards Ted, revealing herself to be Christy
               Malone.  Ted is momentarily stunned.

                                   CHRISTY
                         Hi, Teddy Bear.

                                   TED
                         Christy?  You want to be in
                         "Heaven?"

                                   CHRISTY
                         I turned eighteen over spring
                         break. I'm eligible.

               Ted doesn't know what to say. Charlie's equally stunned. 
               Hell, it seems, has frozen over.

                                   TED
                         I feel like I've just been hit by a
                         Mack truck.

                                   CHARLIE
                         With a refrigerated cargo bed full
                         of sirloin tip.

               INT. TED'S BEDROOM - DAY

               Highly modified since the last time we saw it. A large flat
               screen hangs on the wall.   A high tech computer system for
               video conferences dominates the room.  Ted speaks with Uncle
               Billy and Helen.

                                   UNCLE BILLY
                         So far, so good. Some of them have
                         real Angel potential.

                                   TED
                         Really? So I'm doing OK?

                                   HELEN
                         We're impressed but not surprised,
                         Ted. You have your father's
                         impeccable judgment.

               Dad passes the partially open door. Overhearing. He stops.

                                   TED
                         My father must've been amazing.

                                   UNCLE BILLY
                         He was in a league of his own.

               Suddenly Ted feels his dad's presence, behind him.

                                   DAD
                         Sorry I--

                                   TED
                         It's okay. You need me?

                                   DAD
                             (holding a list)
                         Your mom said you've been ignoring
                         your chores.

               Ted takes the list.  Gives it a cursory glance. Nods to his
               dad, as if dismissing him.

                                   TED
                         No problem, consider it done.
                             (to Uncle Billy)
                         I had this idea of shooting on
                         location. Outdoors, you know? Maybe
                         at some famous Xenia landmarks. 
                         You think that would be a problem?

                                   HELEN
                         We'll send you the release forms,
                         Ted. Our staffers will help in any
                         way they can.

                                   UNCLE BILLY
                         You're the Titan of Tushies, the
                         General of Jism.  Don't you forget
                         it, Ted-baby.

               Ted laughs. Completely ignoring his dad. Who backs out of the
               room. Unnoticed. Neglected. Hurt.

               EXT. THE NELSON HOUSE - DAY

               Mom drives up to the house.  She stares, aghast.

               There are tall, beautiful, ANGELS everywhere.  One cuts the
               grass.  Another pulls weeds. Two others on the roof, cleaning
               gutters.
               Still others wash the car...with Jimmy handling the water
               hose. Drenching the women, more than the car. Shrieks and
               giggles all around. Neighbors gawk.

               Ted's dad guiltily enjoys the view, but quickly rushes to his
               wife. She gets out of her car and steadies herself on his
               arm. 

               INT. NELSON LIVING ROOM - DAY

               Ted stands on an ottoman as a TAILOR fits him for a prom
               tuxedo. He towers over his parents who try to talk to him. We
               feel for them. They've lost control of their kid.

                                   MOM
                         You have to understand. This was a
                         big shock, for all of us. One
                         minute you're our little boy, of
                         whom we could not be more proud.
                         The next minute you're the owner of
                         this whole pornographic empire.

                                   DAD
                         But that doesn't make you the boss
                         of everything, son.

                                   MOM
                         Don't you see how your self
                         involvement and lack of humility
                         are affecting the whole family?

               Ted looks down at them, literally.

                                   TED
                         I paid off the mortgage! I ordered
                         that Winnebago you always wanted!
                         Now you're ashamed of me?

                                   DAD
                         You ordered a Winnebago?

               Mom gives Dad a look. Stick to the script. Don't be swayed by
               presents.

                                   MOM
                         We're not ashamed of you, Teddy. We
                         don't approve of the magazine or
                         the models or the so-called "flesh
                         parties" you attend. But we can get
                         past all that.

                                   DAD
                         We miss you. We miss our son.

                                   MOM
                         We miss our family.

                                   TED
                         I promised I'd finish high school
                         and that's what I'm doing. What
                         more do you want from me?

               Dad glances at Mom, hesitant.  She nods, giving him the
               courage to continue.

                                   DAD
                         We think you should give up the
                         magazine. Sell it. Let someone else
                         run it. Whatever it takes.

                                   MOM
                         We want you to go to college, find
                         a career you love, marry a nice
                         girl from a nice family, and live
                         happily ever after.

               Ted laughs.

                                   TED
                         THAT is your dream, not mine. My
                         dream is so far beyond anything YOU
                         PEOPLE could even imagine.

                                   DAD
                         Watch your tone, mister.

                                   TED
                         Why don't you just admit what this
                         is really all about? I'm not your
                         real kid and you can't control me
                         anymore.

               Mom and Dad look stricken. Ted doesn't know when to stop...

                                   TED (CONT'D)
                         No wonder I was so bored. No wonder
                         I hated this one-horse cow town. I
                         come from talented people who took
                         chances and dared to imagine a life
                         without limits! I was never meant
                         to be raised by...GROCERS.

               Ted storms away, unintentionally CRASHING into a TREASURED
               FAMILY PHOTO on the end table. The frame shatters into
               smithereens. Breaking Mom and Dad's hearts. STUNNED SILENCE
               hangs heavy in the room. 

               INT. SCHOOL GYMNASIUM - NIGHT

               Prom night.  Couples slow dance to a Marilyn Manson clone,
               singing a rock version of "Precious and Few."

               Principal Merkin watches on the sidelines.  Surprisingly
               calm. Suspiciously happy.

               Ted caresses Ginger's bare back as they dance together. His
               head nestled against her breasts. Not a care in the world. 
               He spots Charlie on the dance floor. Making out with one of
               his dates, the IDENTICAL TAYLOR TRIPLETS, while the other two
               patiently wait their turn.

                                   GINGER
                         Teddy? I was thinking.

                                   TED
                         Hmmm?

                                   GINGER
                         After graduation...maybe we could
                         go away together?

                                   TED
                         Whatever you want.

               WE notice Christy Malone dancing with her FOOTBALL CAPTAIN
               DATE. The perfect male specimen. Christy gives Ted a
               disappointed, longing gaze. But he's oblivious.

                                   GINGER
                         I bet St. Tropez in July would be
                         paradise. For a honeymoon. 

               Suddenly a FLASH blinds them. It's Julie Conroy, doing her
               job.  Following her subject.

                                   GINGER (CONT'D)
                             (snapping)
                         You could have warned us.

                                   JULIE
                         Oops, sorry. Warning: You've got
                         lipstick on your teeth.

               Julie flashes the camera again. Capturing Ginger's panicked
               expression. We notice that Julie looks alluring in a deep
               purple strapless gown. Not so glamorous as Ginger, but far
               more appealing and natural.

                                   TED
                         Wow...you clean up nice. 

                                   JULIE
                         Put your eyeballs back in your
                         head, William Randolph. I'm on
                         assignment. A girl has to fit in.

               Ginger seems testy and jealous. Her true colors emerging.

                                   GINGER
                         Teddy, I thought we were having a
                         moment here. 

                                   TED
                         Of course we were.

               Suddenly the music dies.  Everyone turns to the stage where
               Principal Merkin stands proudly. Holding a power cord.

                                   PRINCIPAL MERKIN
                         I apologize for interrupting the
                         festivities, but I have some good
                         news. I've been reviewing the rules
                         and regulations set forth by the
                         superintendent of schools. And it
                         seems quite clear...
                             (reading from manual)
                         "Minors may not be accompanied to
                         school functions by adults unless
                         they are their parents or legal
                         guardians."

               A spotlight suddenly finds Ted and Charlie's beautiful dates.

                                   PRINCIPAL MERKIN (CONT'D)
                         So long, ladies. Prom's over.

               The crowd boos, hisses.

                                   TED
                         Honestly, Merk. It's like you were
                         never seventeen and the head of a
                         media empire.

                                   PRINCIPAL MERKIN
                         Rules are rules.

                                   TED
                         Come on, it's our only senior prom.

                                   PRINCIPAL MERKIN
                         Deaf ears, Mr. Nelson. I answer to
                         a higher power.

               Charlie steps in like a hostage negotiator.

                                   CHARLIE
                         Here's the deal, Merk.  Forget the
                         "rules and regulations" malarkey
                         and we'll give you seven minutes in
                         heaven with the Taylor Triplets.

                                   PRINCIPAL MERKIN
                         Out! Now!

               Ted realizes his high school reputation is at stake. He steps
               up on stage. Approaches Principal Merkin. Takes out his
               wallet.

                                   TED
                         What's your price, Merk? How much
                         will it cost to make you go bye
                         bye?

               The crowd CHEERS.

                                   PRINCIPAL MERKIN
                         You're crossing the line, Mr.
                         Nelson.

                                   TED
                         A statue in front of city hall,
                         dedicated to Principal Dick Merkin?

                                   PRINCIPAL MERKIN
                         I'm warning you.

                                   TED
                         A new pediatric wing at the
                         hospital? A presidential campaign?
                         Name it. Anything.

               Principal Merkin trembles from the sheer temptation of it.
               Yet he could never succumb in front of so many witnesses. He
               has to maintain his dignity...

                                   PRINCIPAL MERKIN
                         That's it! You're out of here!

               From nowhere, a flock of beefy SECURITY GUARDS emerge to
               remove Ted & Co.

                                   PRINCIPAL MERKIN (CONT'D)
                         Good-bye, Mr. Nelson.  Have a
                         pleasant evening.

               The Marilyn Manson clone is rapidly whisked away, and
               replaced by six GEEZERS in powder blue tuxedoes.

               As Security Guards carry them away...

                                   GINGER
                         Ted! Do something!

                                   TED
                             (restrained)
                         What do you want me to do?

                                   GINGER
                         This is humiliating. We're being
                         ejected from a prom!

                                   TED
                         Hang in there, I'll think of
                         something.

               As they reach the doors...

                                   GINGER
                         Well?

                                   TED
                         I guess...I don't know...I guess we
                         should leave if we're not wanted.

                                   CHARLIE
                         I hear you, bro. We're Angus men in
                         a ground round town.

                                   GINGER
                         This is what I get for playing den
                         mother in "Romper Room." Take me to
                         the airport, Charlie!

                                   CHARLIE
                         Why don't you just hitch a ride on
                         the horse you rode in on?

               Ginger storms away in an angry huff.

                                   CHARLIE (CONT'D)
                             (calling after her)
                         Don't forget your broom!

               Ted experiences a moment of loss.

                                   TED
                         I thought I loved her.

                                   CHARLIE
                         Chicks are like buses. If you miss
                         one, don't sweat it. There's
                         another coming 'round the corner.

                One of the Taylor Triplets bats her lashes at Ted.

                                   CHARLIE (CONT'D)
                             (whispering to Ted)
                         Take your pick. They're IDENTICAL. 

               Ted grins broadly. He turns and SHOUTS to his classmates...

                                   TED
                         Everybody, listen up! This prom
                         sucks!  Let's party at my place!

               Responses are mixed. Some cheer, some are undecided. Until
               the new band starts playing, "Tie a Yellow Ribbon Round the
               Old Oak Tree." And EVERYONE RUSHES for the exit, following
               Ted.

               INT. ELEVATOR - NIGHT

               A muzak version of "Tie a Yellow Ribbon Round the Old Oak
               Tree," continues.  A PIZZA DELIVERY GUY watches the numbers
               rise to the penthouse.  Suddenly the doors open to reveal...

               INT. HOTEL PENTHOUSE - NIGHT

               All four penthouse suites have been rented by Ted.  It's
               party central. Very wild.  Quickly growing out of control.
               Kids dance, play drinking games, Spin the Bottle, and
               generally trash the place.

               The pizza delivery guy wheels a dolly with a huge stack of
               pizzas into the party, only to be attacked by the prom-goers
               like starving beasts. Grabbing the pizzas.  Devouring them
               hungrily.

               TED'S LUXURIOUS HOTEL SUITE

               Ted, Charlie, the Taylor Triplets and several buddies lounge
               around, drunkenly watching THE HOME SHOPPING CHANNEL on Ted's
               big screen TV.  A tacky CERAMIC GNOME rotates on the screen.
               Ted swigs Dom Perignon straight from the bottle. He shouts
               orders into his cell phone...

                                   TED
                         Hell yes, all hundred and seventeen
                         of 'em!

                                   CHARLIE
                         No, leave one. Somebody's
                         grandmother might want one.

                                   TED
                         And while you're at it, I'll take
                         ten dozen of those puppies with the
                         springy heads.

                                   CHARLIE
                         I love those springy head puppies!  

               CORRIDOR - MOMENTS LATER

               Ted looks up as the elevator doors open.  Principal Merkin
               has arrived. Ted confronts him...

                                   TED
                         You kicked us off your turf, Merk. 
                         Don't rain on our parade.

                                   PRINCIPAL MERKIN
                         Mr. Nelson, you disappoint me.
                         First you break our school board
                         rules. Then you break the law.

                                   TED
                         What law, Merk? Having fun? Letting
                         down our hair on prom night?

                                   PRINCIPAL MERKIN
                         Our state has a zero tolerance
                         policy for underage drinking. 

                                   TED
                         You called the cops on us?

                                   PRINCIPAL MERKIN
                         Alcohol does horrible things to a
                         developing young mind.

               Suddenly the whole XENIA POLICE FORCE appears, in full riot
               gear.  The party's over.  Everyone runs for the stairs.  Ted
               gives Principal Merkin a spiteful look and joins the mass
               exodus.

               EXT. HOLIDAY INN - NIGHT

               Drunken teenagers pour out of the building.  Dashing for
               their cars and limos.  Ted's among them.  Suddenly he's cut
               off by a Harley that stops right in front of him.  It's
               Julie.  Still in her purple strapless prom dress. With a
               black motorcycle jacket over it.

                                   JULIE
                         Need a lift?

               Ted jumps on, wrapping his arms around her waist. Julie takes
               off.

               EXT. STREETS OF XENIA - CONTINUOUS

               Julie maneuvers the nighttime streets of Xenia, taking off

               down a country road.

                                   TED (V.O.)
                         Where are we going?

                                   JULIE (V.O.)
                         To the best hiding place in the
                         world.

               EXT. JULIE'S BACKYARD - NIGHT

               Now we understand. Julie's family comes from major bucks. The
               yard is massive. And resting in a sprawling oak tree is the
               best hiding place in the world.

               INT. JULIE'S TREE HOUSE - NIGHT

               A cozy oasis. Books everywhere.  A whole series of
               flashlights hang upside down like lanterns. Giving the tree
               house a warm glow.

                                   TED
                         I can't believe your dad built this
                         for you.

                                   JULIE
                         He didn't. He had it built.

                                   TED
                         Whatever.

                                   JULIE
                         Not "whatever."  It's two different
                         things.

                                   TED
                         He cared enough to want you to have
                         it.

                                   JULIE
                         He phoned it in.

                                   TED
                         I see.

                                   JULIE
                         I doubt it.

                                   TED
                         Now it makes sense, the whole neo
                         Bohemian, down with hypocrisy,
                         fight the power crap. You're a poor
                         little rich girl.

                                   JULIE
                         The ozone must be fully depleted on
                         Planet Ted.

                                   TED
                         You think my dad would have been
                         like that if I knew him? You think
                         he would have bought me a stadium,
                         instead of teaching me how to play
                         ball? 

                                   JULIE
                         Your dad taught you everything.

                                   TED
                         I mean my father.

                                   JULIE
                         A father is nothing but sperm, Ted.
                         It takes a real man to be a dad.

                                   TED
                         It's all so complicated.

                                   JULIE
                         It's incredibly simple.

                                   TED
                         I feel like I'm being drawn and
                         quartered. Like every part of me is
                         being pushed and pulled and tugged
                         in a different direction.

                                   JULIE
                         Eventually you'll let go.

                                   TED
                         And then what?

                                   JULIE
                         Then you'll see who's really
                         holding on to you.

                                   TED
                         You're amazing.

                                   JULIE
                         I know.

                                   TED
                         Even when you infuriate me, I still
                         want to kiss you. 

                                   JULIE
                         But you never do.

                                   TED
                         If we were a team, we could do
                         anything. I mean, anything.

               Julie's eyes narrow. She should have known.

                                   JULIE
                         Cut to the chase, William Randolph. 
                         Your audience is way ahead of you.

                                   TED
                         In a word: MERK. EXPOSED.

                                   JULIE
                         That's two words. And I'm out of
                         the "exposed" business, remember? I
                         need to graduate. Besides, Merk's a
                         boy scout.

                                   TED
                         There's gotta be something. We have
                         to dig deeper. 

                                   JULIE
                         You forget, I dislike YOU at least
                         as much as him.

                                   TED
                         He shut down your paper!  You're
                         stuck writing articles about swap
                         meets and raffles and PTA brunches!

               He's right, but...

                                   JULIE
                         A good journalist can take lemons
                         and make lemonade. I'm honing my
                         craft.

                                   TED
                         Then you won't mind covering that
                         watermelon seed spitting contest
                         next week...

               Julie groans.

               INT. OLD FOLK'S HOME - NIGHT

               Dressed in a old fashioned barber costume, complete with a
               handle bar mustache, Principal Merkin sings as part of a
               BARBER SHOP QUARTET. The senior citizens clap
               enthusiastically.

               Ted and Julie peek through a crack in the doorway.
               Disappointment on their faces.

               INT. SOUP KITCHEN - ANOTHER NIGHT

               Principal Merkin pours soup into the bowl of a shabbily
               dressed HOMELESS MAN. Julie shoots Ted an "I told you so"
               look.

               EXT. HIGHWAY - SATURDAY AFTERNOON

               Principal Merkin supervises a crew of kindergarten CHILDREN,
               cleaning up the roadside litter. Julie and Ted watch from...

               A BRIDGE ABOVE THE HIGHWAY

                                   JULIE
                         See what I mean. He's squeaky
                         clean. He makes Gandhi look like a
                         war monger.

               Ted steels himself. Somehow, they'll get him.

               EXT. XENIA - WATER TOWER - DAY

               In the golden light of sunset, MOLLY, a stunning "Xenia
               Girl," stands on the stairs that curve up around a huge water
               tower that overlooks the city.  Her loose spring dress
               billows in the wind. Held on by only one button. Exposing in
               quick glimpses that she isn't wearing a bra. 

               An ASSISTANT holds a portable strobe, attached to a
               reflector.  Charlie shoots with his Nikon.  Motor drive
               whirling.  

                                   TED
                         I have a great idea.  Let's lose
                         the last button.

               Molly grins. Then unbuttons. We hear a round of "oohs" from
               below.  Ted glances down, where...

               Hundreds of binoculars, cameras, and camcorders are poised on
               the scene.  Men of all ages are milling around, gawking,
               focusing their long lenses.  Women are conspicuously absent. 
               Except for the gaggle of hardcore FEMINISTS with their
               placards, denouncing "Heaven."

               One Feminist approaches the Mayor.

                                   FEMINIST
                         The city tower belongs to the city,
                         not to some pornographer.

                                   MAYOR
                         The library also belongs to the
                         city.  And guess what?  It's going
                         to have a new Ted Nelson wing with 
                         three thousand children's books.

               The Feminist tries to respond, but a helicopter swoops
               overhead, drowning out her words. The helicopter rises to the
               level of the photo shoot where the door slides open.  And
               just when we think it must have been hired by some hard core
               fans who wanted a closer look, we find Principal Merkin
               frowning as he barks through a bullhorn.

                                   PRINCIPAL MERKIN
                         You should be ashamed, young lady! 
                         Your body is a sacred temple!

               Molly flashes him. Principal Merkin averts his eyes.  Missing
               the sight of Molly's dress being blown off her body by the
               chopper's prop wash.  The spectators below APPLAUD.  They
               watch in amazement as her dress floats down to them.

                                   PRINCIPAL MERKIN (CONT'D)
                         Young lady, I will pray for god's
                         mercy upon your soul.

                                   MOLLY
                         Don't bother, Merk! I'm already
                         going to "Heaven!"

                                   TED
                             (to Charlie)
                         Get them together.

                                   CHARLIE
                             (eyes lighting up)
                         Brilliant!  Molly, give me all
                         you've got.  For Merk.

               Molly gets the idea.  She poses provocatively towards
               Principal Merkin, who suddenly realizes he's in a
               compromising position.

                                   PRINCIPAL MERKIN
                         Stop that, stop that this instant!

               But Molly pulls off her panties and flings them at him.

               INT. TED'S LUXURIOUS HOTEL SUITE - DESK AREA - THAT NIGHT

               Uncle Billy chortles, his image glowing on a large flat
               screen monitor that hangs on the wall.  Ted leans back in his
               chair.

                                   TED
                         I never saw anybody turn so many
                         shades of red.

                                   UNCLE BILLY
                         I can't wait to see the pictures.

                                   TED
                         It was incredible. The light, the
                         crowd, everything.

               Uncle Billy grins proudly at Ted.

                                   UNCLE BILLY
                         Such enthusiasm. Have I told you
                         lately how proud I am of you?

                                   TED
                         Seriously? I'm doing all right?

                                   UNCLE BILLY
                         You're taking this bull of an
                         empire by the horns, but you're
                         still keeping your small town
                         values. You're not letting all this
                         "stuff" spoil you.

               Ted knows it's not true. He looks guilty.

                                   TED
                         I owe it all to you. Without your
                         help I'd be lost.

                                   UNCLE BILLY
                         I wish I knew you years ago, when
                         my brother was alive. I wish he
                         never gave you up.

                                   TED
                         Yeah, well, like my Grandpa used to
                         say...you can't change your
                         Christmas past, but you sure can
                         exchange your Christmas presents.

               Uncle Billy forces a laugh.

                                   UNCLE BILLY
                         Why don't you come to town this
                         weekend? We could play some golf,
                         chase some skirts.

               Ted smiles at the appealing offer.

                                   TED
                         I'd love to, but I really need to
                         crack the books.  Final exams are
                         coming up and I've been slacking.

                                   UNCLE BILLY
                         You're right. I should work, too.
                         Our first issue together is almost
                         ready to print.

                                   TED
                         Thanks, Uncle Billy. Thanks for
                         everything.

                                   UNCLE BILLY
                         You're a great kid. Don't you
                         forget it.

               With that, he's gone. The room is completely silent. And Ted
               is completely alone.

               UNTIL the doorbell CHIMES.

               TED'S LUXURIOUS HOTEL SUITE - ENTRY WAY - NIGHT

               Ted opens the door. It's Jimmy, with his shiny new bike.

                                   TED
                         James, what are you doing here?

                                   JIMMY
                         You can call me Jimmy again. Sheryl
                         Petersen said James sounds too
                         pretentious.

                                   TED
                         Sheryl Petersen is, what, nine
                         years old, what does she know?

                                   JIMMY
                         She knew exactly where you were
                         staying, which you neglected to
                         tell me, your own brother.

                                   TED
                         It's really late...do your parents
                         know where you are?

                                   JAMES
                         Mom and Dad think I'm tucked safely
                         in bed and that's all they need to
                         know. Will this discussion be
                         continuing in the hallway, or
                         somewhere slightly more inviting?

               TED'S LUXURIOUS HOTEL SUITE - LIVING ROOM 

               Jimmy seems impressed by the opulence. He takes off his bike
               helmet, looks around.

                                   JIMMY
                         Impressive. This is bigger than our
                         whole house.

                                   TED
                         Most places are, Jimmy.

                                   JIMMY
                         They say money can't buy happiness
                         but this is a reasonably good
                         facsimile.

                                   TED
                         So, what brings you here at his
                         hour?

                                   JIMMY
                         My new bike.

                                   TED
                         Very funny.

                                   JIMMY
                         I came to ask permission to take
                         custody of your room.

                                   TED
                         My room?

                                   JIMMY
                         Better view, more spacious, new
                         carpet. It's a no-brainer.

                                   TED
                         It's not up to me.

                                   JIMMY
                         Mom and Dad said it's yours. They
                         seem to think you're coming home.

                                   TED
                         You can have it, then. I'm not
                         going back there.

               Jimmy whips out a piece of paper from his pocket.

                                   JIMMY
                         If you could just sign right there.

                                   TED
                         You want it in writing?

                                   JIMMY
                         Just a formality.

               Ted signs. Jimmy squirrels away the paper, excitedly. Starts
               to zip up his wind breaker.

                                   TED
                         That's it? I mean, you don't want
                         to order room service or anything?
                         We could play games and watch
                         movies and stuff.

                                   JIMMY
                         Are you kidding? Mom and Dad
                         discover I'm gone and I'll be doing
                         hard time.

                                   TED
                         Are they okay?

                                   JIMMY
                         Aside from the fact that Mom's eyes
                         are nearly swollen shut from crying
                         and Dad spends all his time under
                         the car trying to fix stuff that
                         isn't broken, things couldn't be
                         better.

                                   TED
                         I miss them, too.

                                   JIMMY
                         You can't come back. That is, you
                         can, but your things will be in the
                         room you currently think of as
                         mine.

                                   TED
                         You're a peach.

                                   JIMMY
                         Funny you should say that. My
                         Grandfather was a peach farmer.

               Ouch. For the first time, that really smarts. 

                                   TED
                         He was my Grandfather, too.

                                   JIMMY
                         I meant biologically.

                                   TED
                         That's a crappy thing to say.

                                   JIMMY
                         Look Ted. I'm cool with everything.
                         You've long been dissatisfied with
                         our mediocre little town. You've
                         always had an itch for the good
                         life. I'm happy for you. This
                         couldn't happen to a nicer guy.

               Ted listens.

                                   JIMMY (CONT'D)
                         But just for the record, my Mom is
                         a kick-ass schoolteacher and my Dad
                         is the best damn auto mechanic this
                         side of the Himalayas. You seem to
                         have forgotten they opened Nelson's
                         FAMILY Market so they could build
                         something permanent, a legacy, for
                         us. Their kids.

                                   TED
                         I didn't forget.

                                   JIMMY
                         You ever look down on them again
                         and call them "grocers" like it's a
                         dirty word, and you'll be sucking
                         your filet mignon through a straw
                         for six to eight weeks. Got it?

               Ted's stunned. Talk about tough love.

                                   TED
                         Loud and clear.

               Suddenly the phone rings. Ted sheepishly explains...

                                   TED (CONT'D)
                         That's probably my office.

               INT. JULIE'S BEDROOM - NIGHT

                                   JULIE
                         Well? Where the hell are you?

               INTERCUT BETWEEN TED AND JULIE

                                   TED
                         He's on the move?

                                   JULIE
                         I got an anonymous tip and an
                         address in Cincinnati.

                                   TED
                         Let's do it.

               TED'S LUXURIOUS HOTEL SUITE - LIVING ROOM - THAT MOMENT

               Ted hangs up the phone.  Looks around.  Jimmy's gone. But his
               SHINY NEW BIKE is left behind.

               INT. CINCINNATI NIGHTCLUB - NIGHT

               Not much of a place. A middle-aged TORCH SINGER croons "MY
               ROMANCE."  Ted and Julie find their way to corner table.
               Keeping an eye out for Principal Merkin.

                                   TED
                         I don't know. This place seems
                         pretty tame.

                                   JULIE
                         You expected whips, chains, Merk
                         being cattle-prodded by some
                         dominatrix in a leather hood?

                                   TED
                         At least it's not another 4-H
                         meeting or a Big Brother barbecue.

                                   JULIE
                         Amen to that.

               Their heads are very close together. A conspiratorial t�te-�
               t�te.

                                   TED
                         Look at us. It's one o'clock in the
                         morning, on a school night. We're
                         in a smoky nightclub, hoping to
                         catch our principal with some big
                         city tart.

                                   JULIE
                         I'm trembling with excitement. 

                                   TED
                         That has more to do with your
                         proximity to me.

                                   JULIE
                             (playing along)
                         My desire betrays me, like
                         goosebumps on my flesh. 

                                   TED
                         I have a bit of a goosebump fetish.
                         Not many people know that.

                                   JULIE
                         I figured you for more of a hairy
                         armpit guy.

                                   TED
                         Shoes, if you want to know the
                         truth. Shoes are my thing.

                                   JULIE
                         Wearing them?  Or humping them?

                                   TED
                         My fantasy is a totally naked
                         woman, wearing nothing but a Timex
                         and suede clogs.

                                   JULIE
                         That's refreshingly deviant.

                                   TED
                         What about you?

                                   JULIE
                         I'm very aural.

                                   TED
                         Tell me more.

                                   JULIE
                         Sounds, voices, music, humming. All
                         of it can turn me on, or off, like
                         a switch.

                                   TED
                             (feigning a deep voice)
                         I see.

                                   JULIE
                         I had a Portuguese boyfriend who
                         could read the phone book and melt
                         me.

                                   TED
                             (jealous)
                         A Portuguese boyfriend. Sounds very
                         "Cosmo."  

                                   JULIE
                         You live and learn. I realized the
                         most important thing to me, above
                         all, is trust.

                                   TED
                         Turned out to be a scoundrel, eh? 
                         I saw that one coming.

                                   JULIE
                         You lose trust in someone and it's
                         over, done, gone, forever.

               At that moment, the TORCH SINGER begins crooning "PEOPLE."

                                   TED
                         Do you trust me, Julie?

                                   JULIE
                         Not a chance.

                                   TED
                         Come on.

                                   JULIE
                         Trust is something you earn, over
                         time. You don't just inherit it
                         overnight like a gazillion dollar
                         empire.

               Ted leans even closer. Looking into her eyes. Using his
               voice. Being as aurally seductive as he can.

                                   TED
                         I want you to trust me.

                                   JULIE
                         Maybe someday.

                                   TED
                         Julie, I'll tell you something that
                         is the god's honest truth. I've
                         seen a lot of really beautiful
                         girls. I mean a lot. But none of
                         them make me feel like you do.

                                   JULIE
                         That's hard to believe.

                                   TED
                         But absolutely true.

               Ted moves closer.  Julie doesn't move away.  The SINGER seems
               to be performing just for them.

                                   SINGER (O.S.)
                         ..."A feeling deep in your
                         soul/Says you were half, now you're
                         whole..."

               Just as Ted and Julie are about to kiss, Julie's eyes widen.
               She grabs Ted's hand. Simultaneously, they turn towards THE
               SINGER...

                                   JULIE & TED
                         OH. MY. GOD.

               It's the Mother Lode!  That's not just any middle-aged torch
               singer. That's Principal Merkin.  Dressed in drag as Barbra
               Streisand. And doing a mighty fine job of it.

               Ted pulls out his camera and fires away. Blinded by the stage
               lights, Principal Merkin sings and vogues glamorously. He has
               no idea his secret is out.

               EXT. NIGHTCLUB/CINCINNATI STREET - NIGHT

               Ted and Julie rush down the street in the rain, giggling,
               totally euphoric. They stop to catch their breath. Their
               clothes are drenched, but they couldn't care less. In no time
               they've got their arms wrapped around one another, kissing
               and laughing.

                                   TED
                         We just found the ULTIMATE
                         centerfold for "The Girls of
                         Xenia!"

               Suddenly Julie sobers, pulls away.

                                   JULIE
                         I have to be honest with you, Ted.
                         I really despise "The Girls of
                         Xenia."

                                   TED
                         I know, their small town mentality
                         can be maddening.

                                   JULIE
                         I mean your pictorial. It bothers
                         me, profoundly.

                                   TED
                         Aw Julie, it's my job. It's like
                         being a doctor.

               Julie eyes him skeptically.

                                   JULIE
                         You're telling me you don't get
                         aroused by a roomful of naked
                         breasts.

                                   TED
                         You've seen one naked breast,
                         you've seem them all.

                                   JULIE
                         Which explains the continued
                         success of "Heaven" for how many
                         decades? 

                                   TED
                         You're quick. I like that.

                                   JULIE
                         You think you're working with
                         chimps here?

                                   TED
                         The thing is, I made a commitment.
                         I said I'd do it and I have to keep
                         my word.

                                   JULIE
                         Keeping your word is something I
                         can actually respect, Ted.

                                                       CUT TO:

               TREMBLING HANDS, STRUGGLING TO LOAD A ROLL OF FILM INTO A
               NIKON.

               INT. TECUMSEH HIGH SCHOOL - GIRL'S LOCKER ROOM - NIGHT

               Ted closes the back of his camera. Takes a deep breath. And
               forces a confident smile. He then peers into the...

               SHOWER

               Where Christy Malone limbers up.  Stretching her leg against
               the wall. Wearing her sexy cheerleader uniform.

                                   CHRISTY
                         I thought I'd be nervous, but you
                         sure know how to make a girl feel
                         relaxed, Teddy Bear.

                                   TED
                         I do? I mean, yeah, I do.

                                   CHRISTY
                         I have to admit, I am so totally
                         turned on. We should do it. Now. 

                                   TED
                         Do it?

                                   CHRISTY
                         You know...take the pictures?

               Christy does her warm-up contortionist poses for Ted. 
               Clothes still on.  As reflectors bounce strobes into the
               shower area.

               Years of being a merciless tease, paying off right here and
               now. Christy knows how to make love to the camera.

                                   TED
                         I remember the first time you
                         walked into Mrs. Temple's class in
                         2nd grade. Blue gingham dress.
                         Blond ponytail.

                                   CHRISTY
                         Which you pulled, hard!

                                   TED
                         That was code for "I like you." 

               Christy giggles.

                                   CHRISTY
                         Wanna unzip me?

               Ted slowly unzips Christy's top, catching a glimpse of her
               long, sensuous back. She resumes posing. Flashing a bare
               shoulder.  A coy look. She doesn't need direction. She's a
               natural.

                                   CHRISTY (CONT'D)
                         Remember dress up day?  You and
                         Charlie lifting skirts during
                         recess.

                                   TED
                         I miss those days, when schoolyard
                         sexual harassment was without
                         consequence.

                                   CHRISTY
                         Things change. Now I'm taking off
                         my clothes...all by myself.

               Christy slips off her cheerleader top. Lowers her skirt.
               Flings it aside. She's wearing only panties the size of a
               Band-aid. Ted is mute. Staring at her perfect body.

                                   CHRISTY (CONT'D)
                         Well? 

                                   TED
                         You have changed since second
                         grade.

                                   CHRISTY
                         I mean, what do you think?

                                   TED
                         You expect me to think at a time
                         like this? There isn't a drop of
                         blood in my brain.

                                   CHRISTY
                         Oh, Teddy Bear, you're funny.

               Ted steps out of the shower.  Out of Christy's sight, he
               squirms in his jeans. Trying to hide his enthusiasm.

               MUSIC suddenly seems to come from nowhere. Nine Inch Nails.
               "I Want to Fuck You Like An Animal."

                                   TED
                             (sotto)
                         God help me.

               Ted steps back into the shower.  Christy rubs an ice cube on
               her left nipple.  

                                   CHRISTY
                         I heard they do this on photo
                         shoots.  Wanna to do the other one?

               She tosses him the ice cube. He fumbles. It lands on the
               floor.

                                   TED
                         You're doing just fine, Christy.
                         Believe me.

                                   CHRITY
                         Then I'm ready when you are.

               Ted looks through the lens. We can see him trembling.  Music
               blasts as Ted's camera burns through film.  They're both
               getting into it.  Water pulsating over her body. Steam
               rising.  Christy begins lathering her breasts.

                                   CHRISTY
                         I was always too shy to admit how
                         much I liked you.

                                   TED
                         Come on, I was hamburger. You were
                         porterhouse.

                                   CHRISTY
                         Maybe on the outside. But inside,
                         deep down, I've always been
                         dripping with special sauces. 
                             (she smiles, sexily)
                         Are you hungry?

               Is he hungry. He's been working up this appetite for ten
               years. He can barely contain himself.

                                   TED
                         God, you are so hot. 

                                   CHRISTY
                         Then you better get in the water,
                         before you get burned. 

               Ted calls her bluff. He sets aside his camera. Walks right
               into the water. Through the steam.  Toward Christy. She wraps
               a leg around him, sucking face, wanting more.

                                   CHRISTY (CONT'D)
                         You and me, finally. This will be
                         so fantastic, Teddy Bear. Trust me.

               Suddenly Ted stops. Remembering what Julie said about trust. 

                                   TED
                         I'm sorry, Christy. I've been crazy
                         about you forever, and this is
                         definitely a page right out of my
                         palm pilot, but I just can't go
                         through with it.

               He turns away, but Christy presses her bare body against his
               back.  Wrapping her hands around his waist. Caressing his
               chest, his stomach...

                                   CHRISTY
                         Sure you can. You're only human.
                         It's not like you're made of steel.
                             (she lowers her hand)
                         Or ARE you? 

                                                       SMASH CUT TO:

               Ted and Christy locked in a steamy embrace. Rolling on the
               floor. Hands, arms, lips, tongues, all in motion. As the
               shower drenches them.

               Suddenly, they roll into a pair of legs.  Both look up.  The
               steam clears to reveal Julie. Arms crossed. Hurt, but not
               surprised. 

                                   JULIE
                         What's up, doc?

               She doesn't wait for an explanation. Christy covers herself.
               Ted chases after Julie.

                                   TED
                         Wait, Julie, wait!

               INT. TECUMSEH HIGH SCHOOL - CORRIDOR - NIGHT

               Julie dashes out of the girls' locker room, passing a
               JANITOR.  Ted follows, dripping water.

                                   JANITOR
                         I'm sorry, Mr. Ted. She pushed
                         right past me.

                                   TED
                             (calling after Julie)
                         At least let me explain!

               Julie darts into the girls' restroom.  Ted stops at the door. 
               Then realizes there is no one else around.  He heads inside.

               INT. GIRLS' RESTROOM - CONTINUOUS

               Julie's too proud to let him see her cry. But we can tell
               she's upset.

                                   JULIE
                         Go away, Ted. Just go.

               Ted corners her near a row of sinks.

                                   TED
                         Please believe me. It was just a
                         kiss for old time's sake. I've had
                         a stupid crush on her since I was
                         seven, but I never got closer to
                         her than four feet and then there
                         she was right in front of me,
                         completely naked.

               Julie looks at him, pensively. She unzips the back of her
               summery dress. And lets it fall to the floor. She's
               completely naked and absolutely gorgeous.

               Ted gasps. He's been around dozens of naked women by now, but
               this one he can't just gawk at. This one he really cares
               about. 

                                   JULIE
                         Being naked is no big deal. It has
                         nothing to do with emotion, nothing
                         to do with love. You can be around
                         all the naked girls you want and
                         you won't be even one step closer
                         to anything meaningful in your
                         life.

               She puts on her dress, gracefully. As if nothing happened.

                                   JULIE (CONT'D)
                         See that? You don't know me even
                         one ounce better than you did
                         before. You and your stupid 
                         magazine. I liked you better when
                         you were sweet and kind and human,
                         like the rest of us.

               At that moment, Ted's cell phone rings. Julie walks away,
               leaving Ted completely alone. He answers, lifelessly...

                                   TED
                         Yes?

                                   UNCLE BILLY (O.S.)
                         We've got a huge problem with the
                         magazine, Ted-baby. Our readers
                         hate it. HATE IT. We need to talk. 

               INT. SCHOOL CORRIDOR - DAY

               Ted walks down the hallway.  Three JOCKS look through the new
               issue of "Heaven." Laughing.  They taunt Ted. 

                                   JOCK #1
                         You got a great sense of humor. I
                         love the three hundred pound Eskimo
                         chick.

                                   JOCK #2
                         You like Eskimo pie, Teddy?

                                   JOCK #3
                         I like the African chick with the
                         big lip. You could stash a lot of
                         weed in there. Maybe even a six
                         pack.

               Ted's mortified, depressed. Charlie appears next to him with
               "Heaven" in hand.

                                   CHARLIE
                         Holy stinkers, what were you
                         thinking?

                                   TED
                         We wanted to challenge the notions
                         of classic beauty. We wanted to
                         showcase women throughout the
                         world.

                                   CHARLIE
                         Next time, make sure you put a barf
                         bag in the centerfold. 

               Principal Merkin approaches. Also holding "Heaven" in his
               hand. 

                                   PRINCIPAL MERKIN
                         Ted, I realize I owe you an
                         apology. You're destroying "Heaven"
                         much faster from the inside than I
                         ever could from the outside. Good
                         job, son.

               Ted could not feel worse.

               INT. "HEAVEN" MANSION - CONFERENCE ROOM - DAY

               Ted, Uncle Billy, and Helen. Meeting with the HEADS OF
               VARIOUS DEPARTMENTS.

                                   HEAD OF MARKETING
                         Our advertisers are wigging out.
                         Half of them are threatening to
                         pull their ads for next month. The
                         other half already did.

                                   UNCLE BILLY
                         It was nothing more than beginner's
                         folly. Tell everyone to lighten up. 

                                   HELEN
                         It's a little more serious than
                         that, Bill. The stockholders have
                         requested a meeting. They want our
                         guarantee that this will never
                         happen again.
                             (the words pain her)
                         Some of them are even calling for
                         Ted's resignation.

                                   TED
                         Look, the girls of Xenia are
                         gorgeous, you'll see. Next month
                         we'll be back to normal.

                                   HEAD OF FINANCE
                         Another disaster like this could
                         sink us. We've got thousands of
                         subscribers requesting refunds.

                                   UNCLE BILLY
                         The kid came up with something that
                         sounded good on paper. Who knew our
                         readers wouldn't dig it?

               Ted bristles. THE KID?  The kid came up with something?

                                   HEAD OF MARKETING
                         We tried to warn you.

                                   UNCLE BILLY
                         Sometimes young people need to make
                         their own mistakes. That's how they
                         learn.

               Ted can see that Uncle Billy's playing this out differently
               than he imagined. Giving Ted all the "credit."

                                   TED
                             (firmly; to Uncle Billy)
                         It won't happen again. It will
                         never happen again.

               INT. "HEAVEN" MANSION - TED'S OFFICE - DAY

               Ted sits at his father's desk.  Going through paperwork. 
               Figures.  Charts. Reports. CEO work.  In the b.g., he hears
               the PLAYFUL SOUNDS of women.  Which distract him.

               Ted approaches the window and watches a group of girls
               splashing and playing in the pool. He looks sad. Helen enters
               behind him.  He turns to her.

                                   TED
                         I always thought I wanted fame and
                         fortune and beautiful women. But
                         sometimes your dreams come true,
                         and they cause you nothing but
                         grief. I just want to chuck
                         everything and sell the stupid
                         magazine. It's not worth the pain.

               Helen takes Ted's hand, comfortingly.

                                   HELEN
                         Come, let me show you something.

               INT. MANSION ATTIC - DAY

               Helen and Ted sit on old trunk. Helen holds a scrapbook in
               her arms. Explaining to Ted...

                                   HELEN
                         Your parents never wanted to
                         interfere with your life, Ted. They
                         knew your Mom and Dad loved you
                         very much. They knew they did the
                         right thing. But that doesn't mean
                         they didn't watch you and miss you,
                         from afar.

                                   TED
                         You mean they knew who I was?

                                   HELEN
                         They kept this scrapbook of your
                         life. It meant the world to them.

               CLOSE ON SCRAPBOOK

               We see baby pictures of Ted, taken through the glass of a
               nursery. A newspaper photo of Ted playing a donkey in a
               nativity play. And clippings from Ted's high school
               newspaper.

                                   TED
                         I wondered about them, for so many
                         years. I wondered if I looked like
                         them, acted like them. I wondered
                         why they gave me up.

                                   HELEN
                         Giving you up was the most
                         unselfish thing they ever did. When
                         they founded "Heaven," they wished
                         they could take you back but it was
                         too late.
                         All they could do was build the
                         empire, knowing that someday it
                         would all be yours.

                                   TED
                         My legacy.

                                   HELEN
                         Your parents would be crushed to
                         think you weren't happy with it.

                                   TED
                         They're not my parents, Helen. My
                         parents are back in Xenia and I
                         hurt them very much.

                                   HELEN
                         I understand.

                                   TED
                         And the girl I love, she hates
                         "Heaven." If I keep it, she'll
                         never respect me.

                                   HELEN
                         But how can you respect yourself if
                         you don't?

               INT. NELSON LIVING ROOM - DAY

               Ted's parents and Jimmy walk through the front door. They're
               stunned to find a huge 24x36 enlarged family portrait,
               hanging over the mantle. It's the same picture Ted broke in
               his childish tantrum. Mom and Dad are moved. Even more so
               when they see Ted. Waiting for them on the couch.  Ted rises. 
               Misty eyed.

                                   TED
                         Everything I am is because of you.
                         Can you ever forgive me?

                                   MOM
                             (hugging him)
                         Oh, Teddy. We missed you so much.

                                   DAD
                         You were always our number one son.

                                   JIMMY
                             (rolling his eyes)
                         Mom, Dad. This display of
                         unconditional love is appalling.

                                   MOM
                         We are a FAMILY.

                                   JIMMY
                         A family, need I remind you, that
                         HE ridiculed and left for dead.

                                   TED
                         Shut your pie hole, Jimmy.

                                   DAD
                         I will not have my boys arguing.

                                   JIMMY
                         So, when I'm seventeen, can I turn
                         everyone's life upside-down, behave
                         like a total piece of canine
                         excrement, and then wipe the slate
                         clean with a half-baked apology and
                         a Kodak moment?

                                   MOM & DAD
                         No!

                                   JIMMY
                         Which is precisely why I got the
                         rights to my new room IN WRITING.

                                   TED
                             (to his parents)
                         I need your help.  I'm really in
                         deep shit.

                                   MOM
                         Don't say "shit," honey. Use the
                         strong vocabulary God gave you.

                                   DAD
                         Besides, there's no problem too
                         deep or too shitty for us to solve.

               INT. NELSON GROCERY STORE - DAY

               Dad reaches for a can of peaches from the shelf.

                                   DAD
                         Son, it's a simple fix. The only
                         difference between my store and
                         that magazine of yours is a bunch
                         of zeros. Now, have I ever told you
                         the story about the can of peaches?

               INT. CONFERENCE HALL - DAY

               A "Heaven" stockholders' meeting in progress. Uncle Billy
               stands at the podium.

                                   UNCLE BILLY
                         Ladies, gentlemen. "Heaven" has
                         gone to hell.

               Behind him are charts, wall graphs. We quickly realize he is
               a complete and utter turn-coat.

                                   UNCLE BILLY (CONT'D)
                         I loved my brother. I stood by his
                         wishes to let his son run the
                         company. A son he never knew. A son
                         that he and his wife gave away at
                         birth. A son who was raised in a
                         world quite different from our own.
                         Nevertheless, I was there for the
                         lad. I guided him as best I could.
                         But he's only seventeen, with a
                         mind of his own and judgment that
                         is, well, frankly, not a chip off
                         the old block. There is only one
                         clear solution...
                             (gesturing to himself)
                         And I think we all know what that
                         is--

                                   TED (O.S.)
                         --PEACHES! CANNED PEACHES!

               Ted bursts into the meeting with his Dad. Holding up a can of
               peaches. Suddenly hundreds of eyes are upon him. Curious,
               bewildered. 

               Ted dashes to the podium, with passion in his soul and fire
               in his belly.

                                   UNCLE BILLY
                         What are you doing?

                                   TED
                         My job. Back off, Benedict.

               Uncle Billy steps into the shadows as Ted looks out at the
               crowd. He's petrified. But he takes a deep breath and finds
               the courage to explain...

                                   TED (CONT'D)
                         The only man I called "Dad" owns a
                         little grocery store in Xenia,
                         Ohio.  He learned a lot of cool
                         stuff from my Grandpa, who was a
                         peach farmer in his day. Grandpa
                         knew the right thing to say in
                         every situation, and it usually
                         involved peaches. My dad's a lot
                         like him. And he taught me, you
                         have to focus on the peachy side of
                         life, not the pits.

               Dad's eyes are filled with tears. He's never been so proud.

                                   TED (CONT'D)
                         There was a time when canned
                         peaches were the hottest, greatest
                         thing ever invented.
                         It was like a little taste of
                         summer, anytime you wanted. Grocery
                         stores couldn't keep them in stock,
                         they were so popular. And even
                         though other canned fruits like
                         pears, plums, and pineapples have
                         come along, people still need to
                         know they can get their canned
                         peaches, on the same shelf,
                         whenever they want them. It's
                         comforting, you know? It fulfills
                         their expectations.

               The stockholders are listening. Uncle Billy grins nervously.
               Unable to believe Ted is pulling this off.

                                   TED (CONT'D)
                         You're probably wondering if
                         there's a point to all this and I
                         guess it's just that I goofed last
                         month. I not only moved the canned
                         peaches, I restocked the shelves
                         with kiwi, guava, and mandarin
                         oranges in heavy syrup. I
                         challenged people's expectations. 
                         And you can't do that to your
                         customers. So, I ask you for one
                         more chance to fix things and give
                         our readers back their canned
                         peaches.

               The stockholders APPLAUD enthusiastically, giving Ted a
               standing ovation. Ted turns to Uncle Billy.

                                   TED (CONT'D)
                         Thanks for teaching me an important
                         lesson. What makes a family is
                         love, not blood.

                                   UNCLE BILLY
                         All is fair in "Heaven," Ted-baby.

                                   TED
                         That's right. And guess who's the
                         new King of the Unemployment Line.

                                   UNCLE BILLY
                         Aw, come on, kid. Throw me a bone.
                         I'm your uncle for gosh sakes.

               INT. "HEAVEN" HEADQUARTERS - DAY

               MONTAGE

               Ted looks at pictures. Layouts. Reads copy. Listens to his
               staff. He seems confident. In control. Mature beyond his
               years. The magazine goes to press. In VOICE OVER, we hear
               Julie, reading the article about Ted that she wrote for the
               school paper.

                                   JULIE (V.O.)
                         "It's easy to fall prey to petty
                         jealousy when considering the young
                         life of Ted Nelson. But how would
                         any of us behave if one day all our
                         dreams came true? Would we handle
                         it half as well? Would we find
                         ourselves making the same mistakes
                         for which we criticize him?"

               Someone hands Ted a copy of Julie's article. He reads the
               last portion of it aloud...

                                   TED
                         "One can only hope that Ted Nelson
                         will find bigger and better dreams
                         upon which to set his sights as the
                         years pass. And that he will
                         remember, always, where he came
                         from."

               EXT. JULIE'S HOUSE - DAY

               Julie opens her front door. Charlie grins. He hands her a
               copy of "Heaven."

                                   CHARLIE
                         Page three.

               Intrigued, she turns to the page.

               CLOSE ON MAGAZINE

               We see a special dedication, "To Julie, My Partner in Crime,
               With All the Love in the World." Julie's eyes fill with
               tears. She flips ahead to "The Girls of Xenia" pictorial,
               only to find--

               Principal Merkin. Singing his heart out, in drag as Barbra
               Streisand. It's a series of shots from the Cincinnati
               nightclub. Other shots suggestively include him with Molly in
               the foreground, as if they posed together.

                                   JULIE
                         Not bad for a hack. He has a future
                         in yellow journalism.

                                   CHARLIE
                         He kicked major ass and you know
                         it.

               INT. MERKIN'S HONDA CIVIC - MOVING - DAY

               Principal Merkin drives. The RADIO plays in the b.g. As one
               song ends, we hear the DJ say...

                                   DJ
                         This one's for you Dick Merkin of
                         Tecumseh High. From all your
                         students. With hugs and kisses.

               The voice of Barbra Streisand fills the car.

                                   BARBRA STREISAND (ON THE RADIO)
                         "People/People who need People/Are
                         the luckiest people in the world."

               Principal Merkin pales.  He turns off the radio.  But
               somehow, he can still hear the song.  As he pulls into the
               school parking lot, students wave enthusiastically.  He waves
               back tentatively.  Anxiety rising.

               EXT. SCHOOL PARKING LOT - DAY

               Principal Merkin swings open his car door to be greeted by
               the sound of Barbra singing her heart out through the parking
               lot. Every student's car stereo blasts the song. Students
               CHEER. Chanting:  "BAR-BRA, BAR-BRA, BAR-BRA!"  Principal
               Merkin turns crimson.

               EXT. SCHOOL STADIUM - DAY

               Graduation caps fall all around. People hugging, laughing,
               overjoyed. Ted searches for Julie, but she's nowhere in
               sight.

               INT./EXT. NELSON'S HOUSE - EVENING

               A big graduation party in progress. But Ted sits in the
               corner, looking sad, dejected. Julie didn't show up. He blew
               it. Jimmy and Charlie approach, with cheering on their minds.

                                   JIMMY
                         Why so melancholy?

                                   CHARLIE
                         You were born naked, wet, and
                         hungry. Now you're hip, handsome,
                         and rich. You are the coxswain on
                         the ship of life.

                                   JIMMY
                         Eat, Drink, and Screw Mary!

                                   CHARLIE
                             (proudly)
                         I taught him that.

                                   TED
                         Great.

                                   JIMMY
                         From my wise, albeit youthful,
                         vantage point, the world is your
                         oyster. You scored big.

                                   CHARLIE
                         You got everything you ever wanted.

                                   TED
                         Except the girl. The only one that
                         really mattered.

                                   JULIE (O.S.)
                         And who might that be?  Miss July?
                         Miss August?

               Ted turns to find Julie. His faces brightens with hope.

                                   TED
                         Julie, wow. I was afraid you left.
                         I was afraid I'd never see you
                         again.

                                   JULIE
                         I'm not going anywhere, Ted. You're
                         the one with the champagne wishes
                         and caviar dreams. 

                                   TED
                         I decided to let Helen run the
                         magazine. I need to go to college,
                         learn a few things, you know.

               Julie seems pleased.

                                   TED (CONT'D)
                         And I thought maybe I'd take up
                         boating. I've always wanted to be a
                         "coxswain."

                                   JULIE
                         Very ambitious. I like that.

                                   TED
                         The thing is, I'll need a first
                         mate.

                                   JULIE
                         I know where you can find any
                         number of naked girls who'd love to
                         hop on board.

               All kidding aside, he speaks from the heart...

                                   TED
                         Julie, you were right. All the
                         naked girls in the world mean
                         nothing.
                         It's the one you want to cover up
                         with your coat that you really
                         love.

               Julie smiles...

                                   JULIE
                         Planet Ted. Five years from now.
                         What's happening?

                                   TED
                         I graduated from college. Did
                         great, summa cum laude and all. And
                         I'm about to launch a brand new
                         magazine called "EXPOSED!"  An
                         homage to Miss Julie Conroy of
                         Xenia, Ohio.

               Julie grins.

                                   JULIE
                         I know where you can find an
                         excellent editor-in-chief.

                                   TED
                         Yellow pages?

                                   JULIE
                         Let your fingers do the walking.

               Suddenly the music changes. "People." Ted grins.

                                   TED
                         They're playing our song. 
                             (extending his hand)
                         Dare I ask for this dance?

                                   JULIE
                             (taking his hand)
                         You better.

               Ted and Julie begin dancing and kissing in the b.g.   

               Charlie and Jimmy feign tears.

                                   CHARLIE
                         I'm a sucker for a happy ending.
                             (hugging Jimmy)
                         Hold me.

               And we start to RISE AGAIN, above the NELSON HOUSE, into the
               clouds above Xenia...

                                   TED (V.O.)
                         So, as you can guess, everybody
                         pretty much lived happily ever
                         after. My parents didn't give up
                         the grocery store...

               We descend through clouds and quickly find we're...

               EXT. LONDON - BUCKINGHAM PALACE - DAY

               Mom and Dad take pictures and smooch in front of the palace.

                                   TED (V.O.)
                         ...but they did manage to sneak
                         away for a second honeymoon.

               ON A NEARBY NEWSSTAND

               We ZOOM CLOSE on "Heaven Magazine," where pages flip open in
               the wind, revealing...

               PRINCIPAL MERKIN "EXPOSED" IN THE PAGES OF "HEAVEN."

                                   TED (V.O.)
                         Merk's appearance in "Heaven"
                         turned out to be a good thing. He
                         was spotted by a talent scout... 

               INT. LONDON DRAG CLUB - NIGHT

               Principal Merkin dressed as Barbra, singing "Don't Rain on My
               Parade."  

                                   TED (V.O.)
                         ...and went on a European summer
                         tour, fulfilling his lifelong
                         dream. Naturally he brought
                         Poochie, the only girl he ever
                         really loved.  

               IN THE WINGS

               Poochie, the Cocker Spaniel, watches. Wagging her tail.

                                   TED (V.O.)
                         After graduation, Charlie moved to
                         Utah...

               STILL PHOTOGRAPHS OF...

               EXT. UTAH FARM - DAY

               Charlie wrestling in a haystack with the IDENTICAL TAYLOR
               TRIPLETS.

                                   TED (V.O.)
                         ...where he married all three of
                         the identical Taylor Triplets.
                         Let's just say, they've been very
                         busy...

               Peeking out of the haystack, we spot at least a dozen CHARLIE
               JR's.

                                   TED (V.O.) (CONT'D)
                         And even Uncle Billy landed on his
                         feet.

               INT. TELEMARKETING CUBICLE - DAY

               Uncle Billy wears a phone headset. He seems to be swimming in
               a sea of "Time-Life" style operators.

                                   BILLY
                         ...with a two year subscription to
                         "Heaven," you get a free underwater
                         calculator.

                                   TED (V.O.)
                         And now if you'll excuse me, I
                         think I'll get back to being the
                         coxswain on the ship of life.

               EXT. SAILBOAT - PACIFIC COAST - DAY

               Ted and Julie sail off into, what else but a GLORIOUS SUNSET.




                                                       FADE OUT