INT. FITTS HOUSE - RICKY'S BEDROOM - NIGHT

On VIDEO: JANE BURNHAM lays in bed, wearing a tank top. She's sixteen, with dark, intense eyes.

JANE

I need a father who's a role model, not some horny geek-boy who's gonna spray his shorts whenever I bring a girlfriend home from school.

(snorts)

What a lame-o. Somebody really should put him out of his misery.

Her mind wanders for a beat.

RICKY (O.C.)

Want me to kill him for you?

Jane looks at us and sits up.

JANE

(deadpan)

Yeah, would you?

FADE TO BLACK.

FADE IN:

EXT. ROBIN HOOD TRAIL - EARLY MORNING

We're FLYING above suburban America, DESCENDING SLOWLY toward a tree-lined street.

lESTER (V.O.)

My name is Lester Burnham. This is my neighborhood. This is my street. This... is my life. I'm forty-two years old. In less than a year, I'll be dead.

INT. BURNHAM HOUSE - MASTER BEDROOM - CONTINUOUS

We're looking down at a king-sized BED from OVERHEAD:

LESTER BURNHAM lies sleeping amidst expensive bed linens, face down, wearing PAJAMAS. An irritating ALARM CLOCK RINGS. Lester gropes blindly to shut it off.

LESTER (V.O.)

Of course, I don't know that yet. He rolls over, looks up at us and sighs. He doesn't seem too thrilled at the prospect of a new day.

LESTER (V.O.) (cont'd)

And in a way, I'm dead already.

He sits up and puts on his slippers.

INT. BURNHAM HOUSE - MASTER BATH - MOMENTS LATER

Lester thrusts his face directly into a steaming hot shower.

ANGLE from outside the shower: Lester's naked body is silhouetted through the fogged-up glass door. It becomes apparent he is masturbating.

LESTER (V.O.)

(amused)

Look at me, jerking off in the shower.

(then)

This will be the high point of my day. It's all downhill from here.

EXT. BURNHAM HOUSE - MOMENTS LATER

CLOSE on a single, dewy AMERICAN BEAUTY ROSE. A gloved hand with CLIPPERS appears and SNIPS the flower off.

CAROLYN BURNHAM tends her rose bushes in front of the Burnham house. A very well-put together woman of forty, she wears color-coordinated gardening togs and has lots of useful and expensive tools.

Lester watches her through a WINDOW on the first floor, peeping out through the drapes.

LESTER (V.O.)

That's my wife Carolyn. See the way the handle on those pruning shears matches her gardening clogs? That's not an accident.

EXT. JIMS' HOUSE - CONTINUOUS

In the fenced front yard of the house next door, a dog BARKS repeatedly. A MAN in a conservative suit (JIM #1) chastises the barking dog.

JIM #1

Hush, Bitsy. You hush. What is wrong?

LESTER (V.O.)

That's our next-door neighbor Jim.

A second MAN in a conservative suit (JIM #2) comes out of the house.

LESTER (V.O.) (cont'd)

And that's his lover, Jim.

JIM #2

(re: barking dog)

What in the world is wrong with her? She had a walk this morning.

JIM #1

And a jerky treat.

JIM #2

You spoil her.

(sternly)

Bitsy. No bark. Come inside. Now.

EXT. BURNHAM HOUSE - CONTINUOUS

Lester watches all this from the window.

CAROLYN

Good morning, Jim!

Jim #1 walks toward the fence to greet Carolyn.

JIM #1

Morning, Carolyn.

CAROLYN

(overly friendly)

I just love your tie! That color!

JIM #1

I just love your roses. How do you get them to flourish like this?

CAROLYN

Well, I'll tell you. Egg shells and Miracle Grow.

Jim #1 and Carolyn continue to chat, unaware that Lester is watching them.

LESTER (V.O.)

Man. I get exhausted just watching her.

Lester's POV: We can't hear what Jim and Carolyn are saying, but she's overly animated, like a TV talk show host.

LESTER (V.O.) (cont'd)

She wasn't always like this. She used to be happy. We used to be happy.

INT. BURNHAM HOUSE - JANE'S ROOM - CONTINUOUS

JANE is seated at her desk, working at her computer.

LESTER (V.O.)

My daughter Jane. Only child.

CLOSE on the COMPUTER MONITOR: A PERSONAL BANKING SOFTWARE window suddenly disappears to reveal another window: a PLASTIC SURGERY WEBSITE, featuring clinical "before" and "after" photos of surgically augmented breasts.

LESTER (V.O.) (cont'd)

Janie's a pretty typical teenager. Angry, insecure, confused. I wish I could tell her that's all going to pass...

Outside, a CAR HORN BLARES. Jane stuffs items into her BACKPACK.

LESTER (V.O.) (cont'd)

But I don't want to lie to her.

We HEAR the CAR HORN again from outside. Jane studies herself in a mirror, then shifts to get a good profile of her breasts.

EXT. BURNHAM HOUSE - CONTINUOUS

Carolyn stands next to a platinum-colored MERCEDES-BENZ ML320, reaching in through the drivers' window to blow the HORN again.

Jane shuffles out of the house, her backpack slung over her shoulder.

CAROLYN

Jane. Honey. Are you trying to look unattractive?

JANE

Yes.

CAROLYN

Well, congratulations. You've succeeded admirably.

Jane gets in the car. Lester hurries out the front door, carrying a BRIEFCASE.

CAROLYN (cont'd)

Lester, could you make me a little later, please? Because I'm not quite late enough.

Lester's briefcase suddenly springs open and his papers spill all over the driveway. He drops to his knees to gather everything.

JANE

Nice going, Dad.

Lester smiles sheepishly, trying to lighten the moment.

His POV: Carolyn looks down at us, contemptuous but also bored, as if she gave up expecting anything more long ago.

LESTER (V.O.)

Both my wife and daughter think I'm this gigantic loser, and... they're right.

INT. MERCEDES-BENZ ML320 - A SHORT TIME LATER

Carolyn is driving; Jane stares out the window. Lester is asleep in the back seat.

LESTER (V.O.)

I have lost something. I'm not exactly sure what it is, but I know I didn't always feel this... sedated. But you know what? It's never too late to get it back.

INT. OFFICE BUILDING - DAY

Lester sits at his workstation, a BEIGE CUBICLE surrounded by IDENTICAL BEIGE CUBICLES. He's staring at a computer monitor and talking on a HEADSET PHONE. The beleaguered expression on his face is at odds with the light, friendly tone of his voice.

LESTER

Hello, this is Lester Burnham from Media Monthly magazine, I'm calling for Mr. Tamblin, please?... Well, we're all under a deadline here, uh, but you see, there is some basic information about the product launch that isn't even covered in your press release and I... Yeah. Can I ask you a question? Who is Tamblin? Does he exist? 'Cause he doesn't ever seem to come in... Yeah, okay, I'll leave my number...

BRAD, a dapper man in his thirties, approaches and observes Lester, who is unaware of his presence.

LESTER (cont'd)

It's 555 0199. Lester Burnham. Thank you!

Lester disconnects the call, obviously irritated.

BRAD

Hey Les. You got a minute?

Lester turns around, smiling perfunctorily

LESTER

For you, Brad? I've got five.

INT. BRAD'S OFFICE - MOMENTS LATER

Brad is seated behind his desk in his big corner office.

BRAD

I'm sure you can understand our need to cut corners around here.

Lester sits across from him, looking small and isolated.

LESTER

Oh, sure. Times are tight, and you gotta free up cash. Gotta spend money to make money. Right?

BRAD

Exactly. So...

Brad stands, ready to usher Lester out.

LESTER

(blurts)

Like the time when Mr. Flournoy used the company MasterCard to pay for that hooker, and then she used the card numbers and stayed at the St. Regis for, what was it, like, three months?

BRAD

(startled)

That's unsubstantiated gossip.

LESTER

That's fifty thousand dollars. That's somebody's salary. That's somebody who's gonna get fired because Craig has to pay women to fuck him!

BRAD

Jesus. Calm down. Nobody's getting fired yet. That's why we're having everyone write out a job description, mapping out in detail how they contribute. That way, management can assess who's valuable and--

LESTER

Who's expendable.

BRAD

It's just business.

LESTER

(angry)

I've been writing for this magazine for fourteen years, Brad. You've been here how long, a whole month?

BRAD

(frank)

I'm one of the good guys, Les. I'm trying to level with you. This is your one chance to save your job.

Lester stares at him, powerless.

EXT. BURNHAM HOUSE - LATE AFTERNOON

A MOVING VAN is parked in front of the COLONIAL HOUSE next door to the Burnhams'. Movers carry furniture toward the house.

The Mercedes-Benz pulls into the Burnham driveway. Carolyn drives, Lester is in the passenger seat.

CAROLYN

--there is no decision, you just write the damn thing!

LESTER

You don't think it's weird and kinda fascist?

CAROLYN

Possibly. But you don't want to be unemployed.

LESTER

Oh, well, let's just all sell our souls and work for Satan, because it's more convenient that way.

CAROLYN

Could you be just a little bit more dramatic, please, huh?

As they get out of the car, Carolyn scopes out the MOVERS next door.

CAROLYN (cont'd)

So we've finally got new neighbors. You know, if the Lomans had let me represent them, instead of--

(heavy disdain)

--"The Real Estate King," that house would never have sat on the market for six months.

She heads into the house, followed by Lester.

LESTER

Well, they were still mad at you for cutting down their sycamore.

CAROLYN

Their sycamore? C'mon! A substantial portion of the root structure was on our property. You know that. How can you call it their sycamore? I wouldn't have the heart to just cut down something if it wasn't partially mine, which of course it was.

INT. BURNHAM HOUSE - DINING ROOM - LATER THAT NIGHT

We HEAR EASY-LISTENING MUSIC.

Lester, Carolyn and Jane are eating dinner by CANDLELIGHT. RED ROSES are bunched in a vase at the center of the table. Nobody makes eye contact, or even seems aware of anybody else's presence, until...

JANE

Mom, do we always have to listen to this elevator music?

CAROLYN

(considers)

No. No, we don't. As soon as you've prepared a nutritious yet savory meal that I'm about to eat, you can listen to whatever you like.

A long beat. Lester suddenly turns to Jane.

LESTER

So Janie, how was school?

JANE

(suspicious)

It was okay.

LESTER

Just okay?

JANE

No, Dad. It was spec-tac-ular.

A beat.

LESTER

Well, you want to know how things went at my job today?

Now she looks at him as if he's lost his mind.

LESTER (cont'd)

They've hired this efficiency expert, this really friendly guy named Brad, how perfect is that? And he's basically there to make it seem like they're justified in firing somebody, because they couldn't just come right out and say that, could they? No, no, that would be too... honest. And so they've asked us--

(off her look)

--you couldn't possibly care any less, could you?

Carolyn is watching this closely.

JANE

(uncomfortable)

Well, what do you expect? You can't all of a sudden be my best friend, just because you had a bad day.

She gets up and heads toward the kitchen.

JANE (cont'd)

I mean, hello. You've barely even spoken to me for months.

She's gone. Lester notices Carolyn looking at him critically.

LESTER

Oh, what, you're mother-of-the-year? You treat her like an employee.

CAROLYN

(taken aback)

What?!

Lester is quiet, staring at his plate.

CAROLYN (cont'd)

(more authority)

What?

Lester gets up and starts after Jane, taking his plate with him.

LESTER

I'm going to get some ice cream.

Carolyn watches him go, irritated.

INT. BURNHAM HOUSE - CONTINUOUS

Jane stands at the sink, rinsing off her plate. Lester enters.

LESTER

Honey, I'm sorry. I...

Jane turns and stares at him, waiting for him to finish.

LESTER (cont'd)

I'm sorry I haven't been more available, I just... I'm...

He's looking to her for a little help here, but she's too uncomfortable with this sudden intimacy to give him any.

LESTER (cont'd)

(finally)

You know, you don't always have to wait for me to come to you...

JANE

Oh, great. So now it's my fault?

LESTER

I didn't say that. It's nobody's fault. Janie, what happened? You and I used to be pals.

EXT. BURNHAM HOUSE - CONTINUOUS

On VIDEO: We're looking through GREENHOUSE WINDOWS at Lester and Jane in the kitchen We can't hear what they're saying, but it's obvious it's not going well.

Jane puts her plate in the dishwasher and leaves. We FOLLOW HER out the door, then the camera JERKS back to Lester calling after her.

CLOSE on the face of RICKY FITTS, illuminated by the screen of his DIGICAM as he videotapes. Ricky is eighteen, but his eyes are much older. Beneath his Zen-like tranquility lurks something wounded... and dangerous.

His POV, on VIDEO: Through the kitchen window, we see Lester at the sink, rinsing off his plate, muttering to himself. His head suddenly jerks up and he looks at us, as if he realizes he's being watched.

INT. BURNHAM HOUSE - KITCHEN - CONTINUOUS

Lester's POV: We're looking out through the kitchen window at the point where Ricky was just standing, but he's no longer there.

Lester turns off the faucet, dries his hands, then tosses the towel on the counter on his way out, where it lands next to a framed PHOTOGRAPH of Lester, Carolyn, and a much-younger Jane, taken several years earlier at an amusement park.

It's startling how happy they look.

EXT. SALE HOUSE - DAY

CLOSE on a wooden SIGN that reads:

OPEN HOUSE TODAY
BURNHAM & ASSOCIATES REALTY
555-0195 Carolyn Burnham

The sign is planted in front of a RUN-DOWN HOME in a run-down neighborhood. The Mercedes is parked in front of the house. Carolyn, wearing a smart business suit, is unloading a box of cleaning supplies and a BOOMBOX from the back of the Mercedes when something across the street catches her eye.

Her POV: In front of a different house with much more curb appeal is another SIGN, featuring a picture of a handsome silver-haired MAN. It reads:

Another One SOLD By Buddy Kane
The Real Estate King 555-0100

Carolyn frowns and slams the back of the Mercedes shut.

INT. SALE HOUSE - LIVING ROOM - MOMENTS LATER

The interior of this house is ugly, oppressive and tasteless. Carolyn opens the front door, breathes deeply and solemnly announces:

CAROLYN

I will sell this house today.

She neatly arranges her sales materials on a desk, then strips down to her undergarments.

MONTAGE:

We see Carolyn, working with fierce concentration as she:

Cleans glass doors that overlook the patio and pool;

Doggedly scrubs countertops in the kitchen;

Perches on a stepladder to dust a cheap-looking ceiling fan in the master bedroom;

And vacuums a dirty carpet that will never be clean.

Throughout all this, she keeps repeating to herself:

CAROLYN

I will sell this house today. I will sell this house today. I will sell this house today.

INT. SALE HOUSE - BATHROOM - LATER

Carolyn stands in front of the mirror, wearing her suit once more, applying lipstick. She stares at her reflection critically.

CAROLYN

I will sell this house today.

She says this as if it were a threat, then notices a smudge on the mirror and wipes it off.

EXT. SALE HOUSE - FRONT YARD - LATER

The front door opens to reveal Carolyn, greeting us with the smile she thinks could sell ice to an Eskimo.

CAROLYN

Welcome. I'm Carolyn Burnham!

INT. SALE HOUSE - FOYER - CONTINUOUS

Smiling, Carolyn leads a man and woman into the living room. They're thirtyish, and they've seen a lot of houses today.

CAROLYN

This living room is very dramatic. Wait 'til you see the native stone fireplace!

The man and woman glance around the dark room, unimpressed.

CAROLYN (cont'd)

A simple cream would really lighten things up. You could even put in a skylight.

The woman wrinkles her face, skeptical.

CAROLYN (cont'd)

Well, why don't we go into the kitchen?

INT. SALE HOUSE - KITCHEN - LATER

Carolyn enters, followed by a different couple in their fifties.

CAROLYN

It's a dream come true for any cook. Just filled with positive energy. Huh?

INT. SALE HOUSE - MASTER BEDROOM - LATER

Carolyn stands with a different couple: African American, late twenties. The woman is pregnant.

CAROLYN

...and you'll be surprised how much a ceiling fan can cut down on your energy costs.

EXT. SALE HOUSE - BACK YARD - LATER

Carolyn stands by the pool next to two fortyish WOMEN.

CAROLYN

You know, you could have some really fun backyard get-togethers out here.

WOMAN #1

The ad said this pool was "lagoon-like." There's nothing "lagoon-like" about it. Except for maybe the bugs.

WOMAN #2

There's not even any plants out here.

CAROLYN

(re: shrub)

What do you call this? Is this not a plant? If you have a problem with the plants, I can always call my landscape architect. Solved.

WOMAN #2

I mean, I think "lagoon," I think waterfall, I think tropical. This is a cement hole.

A beat.

CAROLYN

I have some tiki torches in the garage.

INT. SALE HOUSE - SUN ROOM - LATER

Carolyn enters, alone. She's furious. She locks the sliding glass door and starts to pull the vertical blinds shut, then stops. Standing very still, with the blinds casting shadows across her face, she starts to cry: brief, staccato SOBS that seemingly escape against her will. Suddenly she SLAPS herself, hard.

CAROLYN

Shut up. Stop it. You... Weak!

But the tears continue. She SLAPS herself again.

CAROLYN (cont'd)

Weak. Baby. Shut up. Shut up! Shut up!

She SLAPS herself repeatedly until she stops crying. She stands there, taking deep breaths until she has everything under control, then pulls the blinds shut, once again all business. She walks out calmly, leaving us alone in the dark, empty room.

We HEAR CHEERING and APPLAUSE.

INT. HIGH SCHOOL GYMNASIUM - NIGHT

We're at a high-school BASKETBALL GAME. Teenage boys play a fast and furious game. One team wearing pale blue and white uniforms scores a basket. Perky cheerleaders jump up and down as the CROWD goes wild.

Seated in the bleachers, next to the high school BAND, is a group of about twenty TEENAGE GIRLS, dressed in pale blue and white uniforms. Among them, Jane sits next to ANGELA HAYES. At sixteen, Angela is strikingly beautiful; with perfect even features, blonde hair and a nubile young body, she's the archetypal American dream girl.

Jane stands and scans the bleachers.

ANGELA

Who are you looking for?

JANE

My parents are coming tonight. They're trying to, you know, take an active interest in me.

ANGELA

Gross. I hate it when my mom does that.

JANE

They're such assholes. Why can't they just have their own lives?

INT. MERCEDES-BENZ ML320 - CONTINUOUS

Carolyn drives. Lester is slumped in the passenger seat.

LESTER

What makes you so sure she wants us to be there? Did she ask us to come?

CAROLYN

Of course not. She doesn't want us to know how important this is to her. But she's been practicing her steps for weeks.

LESTER

Well, I bet money she's going to resent it. And I'm missing the James Bond marathon on TNT.

CAROLYN

Lester, this is important. I'm sensing a real distance growing between you and Jane.

LESTER

Growing? She hates me.

CAROLYN

She's just willful.

LESTER

She hates you too.

Carolyn stares at him, unsure of how to respond.

INT. HIGH SCHOOL GYMNASIUM - LATER

The uniformed girls now stand in formation on the gym floor.

ANNOUNCER

(over P.A.)

And now, for your half-time entertainment, Rockwell High's award-winning Dancing Spartanettes!

In the crowded stands, Lester and Carolyn find seats.

LESTER

We can leave right after this, right?

The HIGH SCHOOL BAND plays "ON BROADWAY." On the gym floor, the girls perform. They're well-rehearsed, but too young to carry off the ambitious Vegas routine they're attempting.

Lester, watching from the stands, picks out his daughter.

His POV: Jane performs well, concentrating. Dancing awkwardly next to her is Angela. Suddenly Angela looks right at us and smiles... a lazy, insolent smile.

Lester leans forward in his seat.

His POV: We're focused on Angela now. Everything starts to SLOW DOWN... the MUSIC acquires an eerie ECHO...

We ZOOM slowly toward Lester as he watches, transfixed.

His POV: Angela's awkwardness gives way to a fluid grace, and "ON BROADWAY" FADES into dreamy, hypnotic MUSIC. The light on Angela grows stronger, and the other girls DISAPPEAR entirely.

Lester is suddenly alone in the stands, spellbound.

His POV: Angela looks directly at us now, dancing only for Lester. Her movements take on a blatantly erotic edge as she starts to unzip her uniform, teasing us with an expression that's both innocent and knowing, then... she pulls her uniform OPEN and a profusion of RED ROSE PETALS spill forth... and we SMASH CUT TO:

INT. HIGH SCHOOL GYMNASIUM - CONTINUOUS

Angela, fully clothed, is once again surrounded by the other girls. The HIGH SCHOOL BAND plays its last note, the Dancing Spartanettes strike their final pose, and the audience APPLAUDS.

Carolyn claps along with the rest of the audience. Lester just sits there, unable to take his eyes off Angela.

EXT. HIGH SCHOOL GYMNASIUM - LATER

The game is long over. Jane and Angela come out of the gym.

JANE

Oh shit, they're still here.

Her POV: Lester and Carolyn stand at the edge of the parking lot.

LESTER

Janie!

CAROLYN

Hi! I really enjoyed that!

She crosses reluctantly toward her parents, followed by Angela.

LESTER

Congratulations, honey, you were great.

JANE

I didn't win anything.

LESTER

(to Angela)

Hi, I'm Lester. Janie's dad.

ANGELA

Oh. Hi.

An awkward beat.

JANE

This is my friend, Angela Hayes.

LESTER

Okay, good to meet you. You were also good tonight. Very... precise.

ANGELA

(warming)

Thanks.

CAROLYN

(to Angela)

Nice to meet you, Angela.

(to Jane)

Honey, I'm so proud of you. I watched you very closely, and you didn't screw up once.

(then, to Lester)

Okay, we have to go.

She starts toward the parking lot. Lester stays behind.

LESTER

So, what are you girls doing now?

JANE

Dad.

ANGELA

We're going out for pizza.

LESTER

Oh really, do you need a ride? We can give you a ride. I have a car. You wanna come with us?

ANGELA

Thanks... but I have a car.

LESTER

Oh, you have a car. Oh. That's great! That's great, because Janie's thinking about getting a car soon too, aren't you, honey?

JANE

(you freak)

Dad. Mom's waiting for you.

LESTER

Well, it was very nice meeting you, Angela. Any, uh, friend of Janie's is a friend of mine.

Angela smiles, aware of the power she has over him. He is mesmerized; grateful, even.

LESTER (cont'd)

Well... I'll be seeing you around then.

Lester waves awkwardly as he crosses off.

JANE

Could he be any more pathetic?

ANGELA

I think it's sweet. And I think he and your mother have not had sex in a long time.

INT. BURNHAM HOUSE - MASTER BEDROOM - A FEW HOURS LATER

CLOSE on a solitary red ROSE PETAL as it falls slowly through the air.

We're looking down on Lester and Carolyn in bed. Even in sleep, Carolyn looks determined. Lester is awake and stares up at us.

LESTER

It's the weirdest thing.

The ROSE PETAL drifts into view, landing on his pillow.

LESTER (cont'd)

I feel like I've been in a coma for about twenty years, and I'm just now waking up.

More ROSE PETALS fall onto the bed, and he smiles up at...

His POV: Angela, naked, FLOATS above us as a deluge of ROSE PETALS falls around her. Her hair fans out around her head and GLOWS with a subtle, burnished light. She looks down at us with a smile that is all things...

Lester smiles back and LAUGHS, as ROSE PETALS cover his face.

LESTER (cont'd)

Spec-tac-ular.

EXT. ROBIN HOOD TRAIL - CONTINUOUS

A WHITE BMW 328si CONVERTIBLE is parked on the street outside the Burnham's house. We HEAR girlish LAUGHTER from inside.

INT. ANGELA'S BMW - CONTINUOUS

Angela is behind the wheel, Jane in the passenger seat. They're passing a JOINT back and forth.

JANE

I'm sorry my dad was so weird tonight.

ANGELA

It's okay. I'm used to guys drooling over me. It started when I was about twelve, I'd go out to dinner with my parents. Every Thursday night, Red Lobster. And every guy there would stare at me when I walked in. And I knew what they were thinking. Just like I knew guys at school thought about me when they jerked off.

JANE

Vomit.

ANGELA

No, I liked it. And I still like it. If people I don't even know look at me and want to fuck me, it means I really have a shot at being a model. Which is great, because there's nothing worse in life than being ordinary.

An awkward beat. Jane stares at the floor.

JANE

I really think it'll happen for you.

ANGELA

Oh, I know. Because everything that was meant to happen, does. Eventually.

EXT. BURNHAM HOUSE - CONTINUOUS

On VIDEO: Jane gets out of the car, still LAUGHING, and waves as Angela pulls away. We ZOOM toward Jane as she walks up the driveway. She turns suddenly, sensing our presence.

Her POV: We're looking at the COLONIAL HOUSE next door where the moving van was parked earlier. The front porch is shrouded in darkness... then a PORCH LIGHT abruptly reveals Ricky. As usual, he's dressed conservatively. There is a BEEPER attached to his belt, and his DIGICAM dangles loosely around his neck.

Irritated, Jane stares at him, hard.

JANE

Asshole.

He looks back at her curiously, then raises his Digicam and starts to videotape her.

His POV, on VIDEO: Jane, angry and self-conscious, turns and walks quickly toward her house, flipping us off as she goes.

INT. BURNHAM HOUSE - FOYER - CONTINUOUS

Jane enters, closes and locks the door. She quickly TURNS OFF THE LIGHT that's been left on for her, then peeks through a window.

Her POV: There's no sign of Ricky.

Jane turns back into the room, her heart racing... and smiles.

INT. BURNHAM HOUSE - JANE'S BEDROOM - THE NEXT MORNING

CLOSE on an ADDRESS BOOK: A man's hand flips to the H page and then his finger stops at the name Angela Hayes.

Lester, dressed for work, goes through Jane's address book. We HEAR the SHOWER running in the adjacent bathroom. He grabs Jane's phone and dials, then stands with the receiver to his ear, nervous.

ANGELA

(over phone line)

Hello? Hello?

Lester is frozen, unable to speak. Suddenly, the SHOWER is turned off in the next room. Lester hangs up and exits quickly. A moment, then the PHONE RINGS. Jane emerges from the bathroom, a towel wrapped around her torso, drying her wet hair. She picks up the PHONE.

JANE

Hello?

INT. HAYES HOUSE - ANGELA'S BEDROOM - CONTINUOUS

Angela is sprawled across her bed, on the phone.

ANGELA

Why'd you call me?

INTERCUT WITH JANE IN HER BEDROOM:

JANE

I didn't.

ANGELA

Well, my phone just rang and I answered it and somebody hung up and then I star sixty-nined and it called you back.

JANE

I was in the shower.

Then Jane notices her address book open to the H page.

JANE (cont'd)

Oh, gross.

EXT. BURNHAM HOUSE - CONTINUOUS

On VIDEO: We're across from Jane's WINDOW, looking in. Jane picks up the address book, frowning. She speaks into the phone, but we can't hear her.

WOMAN'S VOICE (O.C.)

(sing song)

Rick-y! Break-fast!

INT. FITTS HOUSE - RICKY'S BEDROOM - CONTINUOUS

Ricky stands at his window, videotaping. He lowers his Digicam, but his eyes remain locked on Jane across the way.

RICKY

Be right there.

INT. FITTS HOUSE - KITCHEN - MOMENTS LATER

BARBARA FITTS stands at the stove, flipping bacon strips mechanically, her eyes focused elsewhere. At least ten years younger than her husband, she's pretty in a June Cleaver-ish way. The Colonel sits at a dinette reading The Wall Street Journal. Ricky enters.

RICKY

Mom.

Startled, Barbara turns to him.

BARBARA

Hello.

As she attempts to serve him bacon:

RICKY

I don't eat bacon, remember?

BARBARA

(unnerved)

I'm sorry, I must have forgotten.

Ricky serves himself scrambled eggs from another pan, then joins his father at the table.

RICKY

What's new in the world, Dad?

COLONEL

This country is going straight to hell.

A DOORBELL rings. The Colonel and Barbara look at each other, alarmed.

COLONEL (cont'd)

Are you expecting anyone?

BARBARA

No.

(thinks)

No.

The Colonel heads toward the living room, a little puffed up.

INT. FITTS HOUSE - FOYER - MOMENTS LATER

The Colonel opens the front door to reveal the two JIMS.

JIM #1

Hi.

JIM #2

Welcome to the neighborhood.

Jim #1 holds out a basket filled with flowers, vegetables and a small white cardboard box tied with raffia.

JIM #1

Just a little something from our garden.

JIM #2

Except for the pasta, we got that at Fallaci's.

JIM #1

It's unbelievably fresh. You just drop it in the water and it's done.

The Colonel stares at them, suspicious.

JIM #1 (cont'd)

(offers his hand)

Jim Olmeyer. Two doors down. Welcome to the neighborhood.

COLONEL

(shakes)

Colonel Frank Fitts, U.S. Marine Corps.

JIM #1

Nice to meet you. And this is my partner...

JIM #2

(offers his hand)

Jim Berkley, but people call me J.B.

COLONEL

Let's cut to the chase, okay? What are you guys selling?

JIM #2

(after a beat)

Nothing. We just wanted to say hi to our new neighbors--

COLONEL

Yeah, yeah, yeah. But you said you're partners. So what's your business?

The Jims look at each other, then back at the Colonel.

JIM #1

Well, he's a tax attorney.

JIM #2

And he's an anesthesiologist.

The Colonel looks at them, confused. Then it dawns on him.

INT. COLONEL'S FORD EXPLORER - LATER

The Colonel drives, staring darkly at the road ahead. In the passenger seat, Ricky is using a CALCULATOR and jotting numbers down in a NOTEBOOK.

COLONEL

How come these faggots always have to rub it in your face? How can they be so shameless?

RICKY

That's the whole thing, Dad. They don't feel like it's anything to be ashamed of.

The Colonel looks at Ricky sharply.

COLONEL

Well, it is.

A beat, as Ricky continues his calculations, before he realizes a response is expected from him. Then:

RICKY

Yeah, you're right.

The Colonel's eyes flash angrily.

COLONEL

Don't placate me like I'm your mother, boy.

Ricky sighs, then looks at his father.

RICKY

Forgive me, sir, for speaking so bluntly, but those fags make me want to puke my fucking guts out.

The Colonel is taken aback but quickly covers.

COLONEL

Me too, son. Me too.

Case closed, Ricky goes back to his calculations.

CLOSE on the pencil in his hands: He's totaling two columns of NUMBERS. Under the column "Income" he writes in swift, bold strokes: $24,950.00.

EXT. HIGH SCHOOL CAMPUS - A SHORT TIME LATER

Jane and Angela are standing with two other TEENAGE GIRLS.

ANGELA

I'm serious, he just pulled down his pants and yanked it out. You know, like, say hello to Mr. Happy.

TEENAGE GIRL #1

Gross.

ANGELA

It wasn't gross. It was kind of cool.

TEENAGE GIRL #1

So, did you do it with him?

ANGELA

Of course I did. He is a really well-known photographer? He shoots for Elle on like, a regular basis? It would have been so majorly stupid of me to turn him down.

TEENAGE GIRL #2

You are a total prostitute.

ANGELA

Hey. That's how things really are. You just don't know, because you're this pampered little suburban chick.

TEENAGE GIRL #2

So are you. You've only been in Seventeen once, and you looked fat, so stop acting like you're goddamn Christy Turlington.

The two TEENAGE GIRLS move away from Jane and Angela.

ANGELA

(calling off)

Cunt!

(then)

I am so sick of people taking their insecurities out on me.

The Colonel's Ford Explorer pulls up, and Ricky gets out.

JANE

Oh my God. That's the pervert who filmed me last night.

ANGELA

Him? Jane. No way. He's a total lunatic.

JANE

You know him?

ANGELA

Yeah. We were on the same lunch shift when I was in ninth grade, and he would always say the most random, weird things, and then one day, he was just like, gone. And then, Connie Cardullo told me he his parents had to put him in a mental institution.

JANE

Why? What did he do?

ANGELA

What do you mean?

JANE

Well, they can't put you away just for saying weird things.

Angela stares at Jane, then her mouth widens into a smile.

ANGELA

You total slut. You've got a crush on him.

JANE

What? Please.

ANGELA

You were defending him! You love him. You want to have like, ten thousand of his babies.

JANE

Shut up.

Jane suddenly finds Ricky standing in front of her.

RICKY

Hi. My name's Ricky. I just moved next door to you.

JANE

I know. I kinda remember this really creepy incident when you were filming me last night?

RICKY

I didn't mean to scare you. I just think you're interesting.

Angela shoots a wide-eyed look at Jane, who ignores it.

JANE

Thanks, but I really don't need to have some psycho obsessing about me right now.

RICKY

I'm not obsessing. I'm just curious.

He looks at her intently, his eyes searching hers. Jane is unnerved and has to look away. Ricky smiles and walks off.

ANGELA

What a freak. And why does he dress like a Bible salesman?

JANE

He's like, so confident. That can't be real.

ANGELA

I don't believe him. I mean, he didn't even like, look at me once.

INT. FITTS HOUSE - DEN - THAT NIGHT

CLOSE on a TV SCREEN: "Hogan's Heroes" on Nick at Nite.

The Colonel and Barbara are seated on a couch, watching television. The Colonel is smiling, enjoying the show; Barbara just stares. The Colonel CHUCKLES at a joke and startles her.

We HEAR a door opening elsewhere in the house, and Ricky enters.

RICKY

Hey.

He sits on the couch, next to his father, and watches TV along with them. The Colonel's smile fades.

BARBARA

(out of the blue)

I'm sorry, what?

RICKY

Mom. Nobody said anything.

BARBARA

Oh. I'm sorry.

The three of them stare at the TV, like strangers in an airport.

INT. HOTEL BALLROOM - NIGHT

We HEAR MUSIC under a room full of people all talking at once, as Lester and Carolyn enter a hotel ballroom. We FOLLOW THEM as they pass a SIGN that reads:

GREATER ROCKWELL REALTOR RESOURCES GROUP

CAROLYN

--everyone here is with their spouse or their significant other. How would it look if I showed up with no one?

LESTER

Well, you always end up ignoring me and going off--

Inside the ballroom, well-dressed real estate professionals stand in clumps, chatting. Catering waiters serve hors d'eouvres.

CAROLYN

Now listen to me. This is an important business function. As you know, my business is selling an image. And part of my job is to live that image--

LESTER

Just say whatever you want to say and spare me the propaganda.

CAROLYN

(spots someone)

Hi, Shirley!

(to Lester)

Listen, just do me a favor. Act happy tonight?

LESTER

(grins stupidly)

I am happy, honey.

Carolyn's jaw tightens, then:

CAROLYN

(spots someone)

Oh! Buddy!

She drags Lester toward a silver-haired MAN and his much younger WIFE. We recognize the Man as BUDDY KANE, The Real Estate King.

CAROLYN (cont'd)

(shakes Buddy's hand)

Buddy! Buddy. Hi! Good to see you again.

BUDDY

It's so good to see you too, Catherine.

CAROLYN

Carolyn.

BUDDY

Carolyn! Of course. How are you?

CAROLYN

Very well, thank you.

(to his wife)

Hello, Christy.

CHRISTY

Hello.

CAROLYN

My husband, Lester--

BUDDY

(shakes Lester's hand)

It's a pleasure.

LESTER

Oh, we've met before, actually. This thing last year. Or the Christmas thing at the Sheraton.

BUDDY

Oh, yes.

LESTER

It's okay. I wouldn't remember me either.

He LAUGHS. A little too loudly. Carolyn quickly joins in.

CAROLYN

(forced gaiety)

Honey. Don't be weird.

She smiles her most winning smile at him. He knows this persona well, only it's never pissed him off as much as it does right now.

LESTER

All right, honey. I won't be weird.

(his face close to hers)

I'll be whatever you want me to be.

And he kisses her--a soft, warm kiss that speaks unmistakably of sex--then turns to the others and grins.

LESTER (cont'd)

We have a very healthy relationship.

BUDDY

I see.

Carolyn's smile is frozen on her face.

LESTER

Well. I don't know about you, but I need a drink.

He crosses off. Carolyn, Buddy and Christy watch him go.

INT. HOTEL BALLROOM - MOMENTS LATER

Lester stands at the bar. A bartender pours him a drink.

LESTER

Whoa. Put a little more in there, cowboy.

The bartender complies. Lester takes his drink and turns to face the center of the room.

His POV: Carolyn is talking to Buddy and Christy. She's on: smiling, animated, LAUGHING too loud at their jokes.

Lester shakes his head. Ricky approaches him, wearing a waiter's uniform, carrying a tray of empty glasses.

RICKY

Excuse me. Don't you live on Robin Hood Trail? The house with the red door?

LESTER

(suspicious)

Yeah.

RICKY

I'm Ricky Fitts. I just moved into the house next to you.

LESTER

Oh. Hi, Ricky Fitts. I'm Lester Burnham.

RICKY

Hi, Lester Burnham.

A beat. Lester looks away, scans the crowd, then downs the rest of his drink in one gulp. Ricky just stands there, watching him. Finally Lester turns back to Ricky: what does this kid want?

RICKY (cont'd)

Do you party?

LESTER

Excuse me?

RICKY

Do you get high?

Lester's surprised, but instantly intrigued.

INT. HOTEL BALLROOM - MOMENTS LATER

Carolyn and Buddy are deep in conversation. Christy has wandered off. Carolyn is nervous; Buddy seems amused.

CAROLYN

You know, I probably wouldn't even tell you this if I weren't a little tipsy, but... I am in complete awe of you. I mean, your firm is, hands down, the Rolls Royce of local Real Estate firms, and your personal sales record is, is, is very intimidating. You know, I'd love to sit down with you and just pick your brain, if you'd ever be willing. I suppose, technically, I'm the "competition," but... I mean, hey, I don't flatter myself that I'm even in the same league as you...

BUDDY

I'd love to.

CAROLYN

(shocked)

Really?

BUDDY

Absolutely. Call my secretary and have her schedule a lunch.

CAROLYN

I'll do that. Thank you.

They look at each other for a beat, then look away. This situation is loaded and they both know it.

EXT. HOTEL - LATER

Ricky and Lester stand next to a dumpster behind the service entrance to the hotel, smoking a JOINT.

LESTER

...did you ever see that movie, where the body's walking around holding its own head? And then the head goes down on that babe?

RICKY

Re-Animator.

Suddenly, the service entrance opens, and a large CATERING BOSS in a cheap suit peers out at them. Ricky hides the joint.

CATERING BOSS

(to Ricky)

Look. I'm not paying you to...

(eyes Lester, suspiciously)

...do whatever it is you're doing out here.

RICKY

Fine. So don't pay me.

CATERING BOSS

Excuse me?

RICKY

I quit. So you don't have to pay me. Now, leave me alone.

CATERING BOSS

Asshole.

He goes back inside. Lester looks at Ricky, who shrugs.

LESTER

I think you just became my personal hero.

(then)

Doesn't that make you nervous, just quitting your job like that? Well, I guess when you're all of, what? Sixteen?

RICKY

Eighteen.

(then)

I just do these gigs as a cover. I have other sources of income. But my dad interferes less in my life when I pretend to be an upstanding young citizen with a respectable job.

CAROLYN (O.C.)

Lester?

Carolyn is standing in the open service entrance. Lester quickly hides the joint behind his back.

CAROLYN (cont'd)

What are you doing?

LESTER

Honey, this is...

(laughs)

Ricky Fitts. This is Ricky Fitts.

RICKY

I'm Ricky Fitts, I just moved in the house next to you. I go to school with your daughter.

LESTER

With Jane? Really?

RICKY

Yeah. Jane.

CAROLYN

Hi.

(then, to Lester)

I'm ready to go. I'll meet you out front.

And she goes back inside.

LESTER

Uh-oh. I'm in trouble. Nice meeting you, Ricky Fitts. Thanks for the, uh, thing.

RICKY

Any time.

Lester goes inside.

RICKY (cont'd)

(calls after him)

Lester. If you want any more, you know where I live.

INT. BURNHAM HOUSE - FAMILY ROOM - LATER

Jane and Angela are watching MTV. We HEAR the back door open.

JANE

Oh, shit. They're home. Quick, let's go up to my room.

Jane switches off the TV.

ANGELA

I should say hi to your dad.

(off Jane's look)

I don't want to be rude.

She starts toward the kitchen. Jane doesn't like this.

INT. BURNHAM HOUSE - KITCHEN - CONTINUOUS

Lester enters and opens the refrigerator.

ANGELA (O.C.)

Nice suit.

He turns, and is instantly transfixed by:

His POV: Angela leans against the counter, twirling her hair.

ANGELA (cont'd)

You're looking good, Mr. Burnham.

She starts toward him.

ANGELA (cont'd)

Last time I saw you, you looked kind of wound up.

(spots something)

Ooh, is that root beer?

She reaches inside the refrigerator to grab a bottle. As she does, she moves to place her other hand casually on Lester's shoulder. He sees it coming. Everything SLOWS DOWN, and all sound FADES...

EXTREME CLOSE UP on her hand as it briefly touches his shoulder in SLOW MOTION. We HEAR only the amplified BRUSH of her fingers against the fabric of his suit, and its unnatural, hollow ECHO...

BACK IN REAL TIME: She grabs the root beer and smiles at him.

CLOSE on Lester: his eyes narrow slightly, then:

He cups her face in his hands and kisses her. She seems shocked, but doesn't resist as he pulls her toward him with surprising strength. He breaks the kiss, looking at her in awe, then he reaches up and touches his lips. His eyes widen as he pulls a ROSE PETAL from his mouth right before we SMASH CUT TO:

INT. BURNHAM HOUSE - KITCHEN - CONTINUOUS

Angela is back against the counter, drinking the root beer. Lester stands by the refrigerator, gazing at her, still lost in fantasy.

ANGELA

I love root beer, don't you?

Jane watches from the doorway to the family room, feeling incredibly awkward in her own home. Carolyn enters from the dining room. Lester snaps out of it and grabs a root beer from the refrigerator.

JANE

Mom, you remember Angela.

CAROLYN

(her sales smile)

Yes, of course!

JANE

I forgot to tell you, she's spending the night. Is that okay?

LESTER

Sure!

He takes a sip of his root beer, but it goes down the wrong way and he starts COUGHING violently.

INT. BURNHAM HOUSE - JANE'S BEDROOM - LATER THAT NIGHT

Angela lays on the bed, in bra and panties, reading a magazine. Jane, in an oversized T shirt, plays a video game on her computer.

JANE

I'm sorry about my dad.

ANGELA

Don't be. I think it's funny.

JANE

Yeah, to you, he's just another guy who wants to jump your bones. But to me... he's just too embarrassing to live.

ANGELA

Your mom's the one who's embarrassing. What a phony.

Jane glances at Angela, irritated.

ANGELA (cont'd)

Your dad's actually kind of cute.

JANE

Shut up.

INT. BURNHAM HOUSE - HALLWAY - CONTINUOUS

Lester, still in his suit, stands outside Jane's room, his ear up against the door. He can't believe what he's hearing.

ANGELA (O.C.)

He is. If he just worked out a little, he'd be hot.

INT. BURNHAM HOUSE - JANE'S ROOM - CONTINUOUS

JANE

Shut up.

ANGELA

Oh, come on. Like you've never sneaked a peek at him in his underwear? I bet he's got a big dick.

JANE

You are so grossing me out right now.

ANGELA

(really enjoying this)

If he built up his chest and arms, I would totally fuck him.

Jane covers her ears and starts SINGING to drown her out.

INT. BURNHAM HOUSE - HALLWAY - CONTINUOUS

Lester, still listening, looks like he's about to implode.

ANGELA (O.C.)

(laughs)

I would! I would suck your dad's big fat dick, and then I would fuck him 'til his eyes rolled back in his head!

(then)

What was that noise? Jane.

Jane's SINGING stops.

ANGELA (O.C.) (cont'd)

I swear I heard something.

Panicked, Lester scurries down the hall.

INT. BURNHAM HOUSE - JANE'S BEDROOM - CONTINUOUS

JANE

Yeah, it was the sound of you being a huge disgusting pig.

ANGELA

I'm serious.

We HEAR the sharp TAP of a penny being thrown against glass.

ANGELA (cont'd)

See?

Angela crosses to the window and looks out.

ANGELA (cont'd)

(spots something)

Oh my God. Jane.

EXT. BURNHAM HOUSE - CONTINUOUS

We see Angela standing at the window in her underwear, looking down at us. Jane joins her and is immediately unnerved by:

Their POV: In the Burnham's DRIVEWAY, the word "JANE" is spelled out in FIRE.

INT. BURNHAM HOUSE - JANE'S BEDROOM - CONTINUOUS

ANGELA

It's that psycho next door. Jane, what if he worships you? What if he's got a shrine with pictures of you surrounded by dead people's heads and stuff?

JANE

Shit. I bet he's filming us right now.

ANGELA

(intrigued)

Really?

EXT. BURNHAM HOUSE - CONTINUOUS

On VIDEO: We're across from Jane's window, looking in. Jane tries to shut the drapes, but Angela won't let her. Irritated, Jane retreats into the room. We ZOOM toward her, even as Angela poses in the window; we're clearly not interested in Angela. The ZOOM continues, searching for Jane, who has disappeared. Finally, we settle on the small make-up MIRROR where we see a REFLECTION of Jane, back at her computer. She's smiling. Then suddenly the DRAPES CLOSE and she's gone.

INT. FITTS HOUSE - RICKY'S BEDROOM - CONTINUOUS

Ricky sits in darkness with his DIGICAM, videotaping. He lowers the camera and smiles... then something below catches his attention. He leans out the window to get a better look at:

EXT. BURNHAM HOUSE - GARAGE - CONTINUOUS

Ricky's POV: Through a WINDOW on the side of the Burnham's GARAGE DOOR, we see Lester, still in his suit, digging through shelves against the back wall.

INT. BURNHAM HOUSE - GARAGE - CONTINUOUS

Lester digs through stuff stored on the shelves, searching for something as if his very life depended on it.

LESTER

Shit. Shit!

He yanks aside COLLEGE YEARBOOKS, a racquetball RACQUET, boxes of old HOT ROD MAGAZINES, an unopened remote-controlled MODEL JEEP KIT, stacks of old vinyl LPs... finally his face lights up when he finds:

A pair of DUMBBELLS obviously unused for many years.

Lester rips off his jacket and tie and unbuttons his shirt. He glances around, finding his REFLECTION in the WINDOW as he pulls off his shirt, then the T-shirt underneath. He eyes himself critically: Angela was right, he's not in bad shape. Just a few extra pounds around his middle that wouldn't be hard to shed. He kicks off his shoes and begins to step out of his pants.

INT. FITTS HOUSE - RICKY'S BEDROOM - CONTINUOUS

Ricky holds his Digicam up and starts to videotape.

EXT. BURNHAM HOUSE - GARAGE - CONTINUOUS

Ricky's POV, on VIDEO: Through a WINDOW on the side of the Burnham's garage, we see Lester step out of his pants and briefs. Then, naked except for his black socks, he grabs the dumbbells and starts lifting them, watching his reflection in the window as he does.

INT. FITTS HOUSE - RICKY'S BEDROOM - CONTINUOUS

Ricky stands at the window, videotaping.

RICKY

Welcome to America's Weirdest Home Videos.

Suddenly we HEAR someone trying to open a locked door.

COLONEL (O.C.)

Ricky!

Moving swiftly, Ricky pulls the drapes shut and switches on a light. His room is a haven of high-tech. A state-of-the-art multimedia COMPUTER crowds his desk, and high-end STEREO and VIDEO EQUIPMENT line the shelves, as well as HUNDREDS OF CDs. There is easily twenty thousand dollars worth of equipment in this room.

RICKY

Coming, Dad.

COLONEL (O.C.)

You know I don't like locked doors in my house, boy.

Ricky opens the door. The Colonel stands outside, eyeing him.

RICKY

I'm sorry, I must have locked it by accident. So what's up?

The Colonel holds out a small PLASTIC CUP WITH A CAP.

COLONEL

I need a urine sample.

RICKY

Wow. It's been six months already. Can I give it to you in the morning? I just took a whiz.

COLONEL

Yeah, I suppose.

(an awkward beat)

Well. Good night, son.

He disappears down the hall. Ricky smiles, shuts and locks his door. He puts the plastic cup on the shelf, then crosses to a MINI REFRIGERATOR in the corner of his room and takes out a cup-sized TUPPERWARE CONTAINER from the freezer, already filled with urine, albeit frozen, and places it on a saucer to thaw overnight.

INT BURNHAM HOUSE - MASTER BEDROOM - LATER THAT NIGHT

Carolyn lies sleeping. Lester is awake, staring at the ceiling. After a moment, he gets up, taking care not to disturb Carolyn, and walks toward the bathroom.

INT. BURNHAM HOUSE - MASTER BATH - CONTINUOUS

Lester enters and switches on the LIGHT. The room is filled with STEAM. Lester looks around, confused, then focuses on:

His POV: Across from us, in a PEDESTAL BATHTUB, is Angela. She smiles and beckons us, and we MOVE CLOSER. ROSE PETALS float on the surface of the water, obscuring her naked body.

ANGELA

I've been waiting for you.

Lester kneels by the bathtub like a man in church.

ANGELA (cont'd)

You've been working out, haven't you? I can tell.

She arches her back and looks up at him provocatively.

ANGELA (cont'd)

I was hoping you'd give me a bath... I'm very, very dirty.

Lester gives her a hard look, then slowly slips his hand into the water between her legs. Her eyes widen and she throws her head back... and we SMASH CUT TO:

INT. BURNHAM HOUSE - MASTER BEDROOM - CONTINUOUS

CLOSE on Carolyn, her eyes wide, listening to the rhythmic BRUSH of Lester's hand as he masturbates under the covers.

She flips over and faces him.

CAROLYN

What are you doing?

A beat.

LESTER

Nothing.

Carolyn switches on the bedside LIGHT.

CAROLYN

You were masturbating.

LESTER

I was not.

CAROLYN

Yes, you were.

He turns to her, trying to look innocent, then gives up.

LESTER

All right, so shoot me. I was whacking off.

Carolyn gets out of bed, repelled. Lester LAUGHS.

LESTER (cont'd)

That's right. I was choking the bishop. Shaving the carrot. Saying hi to my monster.

CAROLYN

That's disgusting.

LESTER

Well, excuse me, but I still have blood pumping through my veins!

CAROLYN

So do I!

LESTER

Really? I'm the only one who seems to be doing anything about it.

CAROLYN

Lester. I refuse to live like this. This is not a marriage.

LESTER

This hasn't been a marriage for years. But you were happy as long as I kept my mouth shut. Well, guess what? I've changed. And the new me whacks off when he feels horny, because you're obviously not going to help me out in that department.

CAROLYN

Oh. I see. You think you're the only one who's sexually frustrated?

LESTER

I'm not? Well then, come on, baby! I'm ready.

CAROLYN

(furious)

Do not mess with me, mister, or I will divorce you so fast it'll make your head spin!

LESTER

On what grounds? I'm not a drunk, I don't fuck other women, I don't mistreat you, I've never hit you, or even tried to touch you since you made it so abundantly clear just how unnecessary you consider me to be. But. I did support you while you got your license. And some people might think that entitles me to half of what's yours.

She sinks into a chair, stunned. It's clear he knows where she's most vulnerable. He sees this, and likes it; it feels good to win for a change. He curls up under the covers contentedly.

LESTER (cont'd)

Turn out the light when you come to bed, okay?

CLOSE on Lester, smiling.

EXT. ROBIN HOOD TRAIL - EARLY MORNING

We're FLYING high above the neighborhood. Below us we see the two Jims, jogging. We APPROACH them steadily.

LESTER

It's a great thing when you realize you still have the ability to surprise yourself. Makes you wonder what else you can do that you've forgotten about.

EXT. ROBIN HOOD TRAIL - CONTINUOUS

We're now at street level, FOLLOWING the two Jims.

LESTER

Hey! You guys!

Still running, the Jims turn back in perfect unison, as Lester runs INTO FRAME, wearing a baggy sweatshirt and a pair of faded old sweatpants. The Jims slow down until he catches up, then the three men run together in the early morning light.

JIM #2

Lester, I didn't know you ran.

LESTER

(panting)

Well, I just started.

JIM #1

Good for you.

LESTER

I figured you guys might be able to give me some pointers. I need to shape up. Fast.

JIM #1

Well, are you just looking to lose weight, or do you want have increased strength and flexibility as well?

LESTER

I want to look good naked.

EXT. FITTS HOUSE - A SHORT TIME LATER

The Colonel is washing his Ford Explorer, squatting to scrub the bumper, when something Catches his eye:

His POV: Lester and the Jims jog down the street.

The Colonel stands, scowling, as Ricky comes out of the house, holding the URINE SAMPLE in front of him.

COLONEL

What is this, the fucking gay pride parade?

Lester breaks off from the two Jims and jogs up to Ricky and the Colonel, out of breath. He grabs hold of his knees and bends over, panting.

LESTER

Hey! Yo! Ricky!

(re: the Jims)

My entire life is passing before my eyes, and those two have barely broken a sweat.

He LAUGHS, and extends his hand to the Colonel.

LESTER (cont'd)

Sorry, hi. Lester Burnham, I live next door. We haven't met.

COLONEL

(shakes)

COLONEL Frank Fitts, U.S. Marine Corps.

LESTER

Whoa. Welcome to the neighborhood, sir.

He salutes the Colonel good-naturedly, grinning. The Colonel doesn't think it's funny. An awkward beat.

LESTER (cont'd)

So, Ricky, uh, I was thinking about the, uh... I was gonna... the movie we talked about...

RICKY

(quickly)

Re-Animator.

LESTER

Yeah!

RICKY

You want to borrow it?

(before Lester can answer)

Okay, it's up in my room. Come on.

He heads into the house. Lester waves at the Colonel, then follows him. The Colonel watches them go, his eyes dark.

INT. FITTS HOUSE - RICKY'S BEDROOM - MOMENTS LATER

Ricky enters, followed by Lester.

RICKY

Can you hold this for a sec?

LESTER

Sure.

He gives the URINE SPECIMEN to Lester, then locks the door.

RICKY

I don't think my dad would try to come in when somebody else is here, but you never know.

Ricky crosses to a bureau and opens a DRAWER. He takes clothing out and piles it on his bed.

LESTER

(re: urine sample)

What is this?

RICKY

Urine. I have to take a drug test every six months to make sure I'm clean.

LESTER

Are you kidding? You just smoked with me last night.

RICKY

It's not mine. One of my clients is a nurse in a pediatrician's office. I cut her a deal, she keeps me in clean piss.

Lester picks up a CD case from a shelf and examines it.

LESTER

You like Pink Floyd?

RICKY

I like a lot of music.

LESTER

Man, I haven't listened to this album in years.

He shakes his head, then puts the CD case down. Ricky, having emptied the drawer, now removes a FALSE BOTTOM, revealing rows of MARIJUANA, tightly packed in ZIP-LOC BAGS.

RICKY

How much do you want?

LESTER

I don't know, it's been a while. How much is an ounce?

RICKY

(indicates bag)

Well, this is totally decent, and it's three hundred.

LESTER

Wow.

RICKY

(indicates another bag)

But this shit is top of the line. It's called G-13. Genetically engineered by the U.S. Government. Extremely potent. But a completely mellow high, no paranoia.

LESTER

Is that what we smoked last night?

RICKY

This is all I ever smoke.

LESTER

How much?

RICKY

Two grand.

LESTER

Jesus. Things have changed since 1973.

RICKY

You don't have to pay now. I know you're good for it.

A beat.

LESTER

Thanks.

RICKY

(hands him a bag)

There's a card in there with my beeper number, call me anytime day or night. And I only accept cash.

LESTER

(looks around room)

Well, now I know how you can afford all this equipment. When I was your age, I flipped burgers all summer just to be able to buy an eight track.

RICKY

That sucks.

LESTER

No actually, it was great. All I did was party and get laid.

(smiles)

I had my whole life ahead of me...

RICKY

My dad thinks I pay for all this with catering jobs.

(off Lester's look)

Never underestimate the power of denial.

Lester smiles. This kid's cool.

EXT. BURNHAM HOUSE - LATER

Carolyn, carrying a basket of fresh cut ROSES, passes by the GARAGE WINDOW. From inside the garage, we HEAR ROCK MUSIC.

Carolyn stops and SNIFFS the air, frowning. She peers through the window.

Her POV: Lester, in a T-shirt and gym shorts, lies on a new WEIGHT BENCH, doing bench presses with shiny new BARBELLS.

INT. GARAGE - CONTINUOUS

ROCK MUSIC blasts from a new BOOMBOX on the floor.

The garage is in the process of becoming Lester's sanctuary. An ugly but comfortable 70's BOWL CHAIR has been pulled out and cleaned off, his old hot rod magazines strewn across it, and the remote-controlled MODEL JEEP KIT is spread across a card table. The SHELVES that Lester tore through earlier have been dismantled, leaving a blank wall on which now hangs a DART BOARD.

Lester finishes his last rep, straining, then puts the weights in their rack and sits up. As he takes a drag off a joint, the GARAGE DOOR suddenly starts to open. Lester looks up, squinting at:

His POV: The door raises to reveal Carolyn, silhouetted against the bright sunlight outside, pointing a REMOTE at us.

LESTER

Uh-oh, mom's mad.

CAROLYN

What the hell do you think you're doing?

LESTER

Bench presses. I'm going to wail on my pecs, and then I'm going to do my back.

CAROLYN

I see you're smoking pot now. I'm so glad. I think using illegal psychotropic substances is a very positive example to set for our daughter.

LESTER

You're one to talk, you bloodless, money- grubbing freak.

CAROLYN

(hostile)

Lester. You have such hostility in you!

LESTER

Do you mind? I'm trying to work out here.

(then, suggestively)

Unless you want to spot me.

CAROLYN

You will not get away with this. You can be sure of that!

And she's gone. Lester leans back on the bench and grabs the weights.

LESTER

(as he lifts)

That's. What. You. Think.

INT. BRAD'S OFFICE - DAY

Brad is seated behind his desk, reading a document. Lester sits across from him, smiling.

BRAD

(reads)

"...my job consists of basically masking my contempt for the assholes in charge, and, at least once a day, retiring to the men's room so I can jerk off, while I fantasize about a life that doesn't so closely resemble hell."

(looks up at Lester)

Well, you obviously have no interest in saving yourself.

LESTER

(laughs)

Brad, for fourteen years I've been a whore for the advertising industry. The only way I could save myself now is if I start firebombing.

BRAD

Whatever. Management wants you gone by the end of the day.

LESTER

Well, just what sort of severance package is "management" prepared to offer me? Considering the information I have about our editorial director buying pussy with company money.

A beat.

LESTER (cont'd)

Which I'm sure would interest the I.R.S., since it technically constitutes fraud. And I'm sure that some of our advertisers and rival publications might like to know about it as well. Not to mention, Craig's wife.

Brad sighs.

BRAD

What do you want?

LESTER

One year's salary, with benefits.

BRAD

That's not going to happen.

LESTER

Well, what do you say I throw in a little sexual harassment charge to boot?

Brad LAUGHS.

BRAD

Against who?

LESTER

Against you.

Brad stops laughing.

LESTER (cont'd)

Can you prove you didn't offer to save my job if I'd let you blow me?

Brad leans back in his chair, studying Lester.

BRAD

Man. You are one twisted fuck.

LESTER

(standing)

Nope. I'm just an ordinary guy with nothing to lose.

INT. OFFICE BUILDING - MOMENTS LATER

Exhilarated, Lester walks down a corridor, his belongings in a box on his shoulder. He's happier than he's been in years.

LESTER

Yeah!

INT. RESTAURANT - LATER THAT DAY

Carolyn sits at a table, lost in thought. There are two menus on the table. After a moment, Buddy Kane, the Real Estate King, joins her. Carolyn immediately becomes warm and gracious.

BUDDY

Carolyn.

CAROLYN

Buddy.

Carolyn smiles, genuinely touched that he remembers her name.

BUDDY

I'm so sorry I kept you waiting. Christy left for New York this morning, and... let's just say things were very hectic around the house.

CAROLYN

What's she doing in New York?

BUDDY

She's moving there.

(off Carolyn's look)

Yes. We are splitting up.

CAROLYN

Buddy. I'm so sorry.

BUDDY

(bitterly)

Yes, according to her, I'm too focused on my career. As if being driven to succeed is some sort of character flaw. Well, she certainly knew how to take advantage of the lifestyle my success afforded her. Oh. Wow.

(then, laughing)

Ah, it's for the best.

CAROLYN

When I saw you two at the party the other night, you seemed perfectly happy.

BUDDY

Well, call me crazy, but it is my philosophy that in order to be successful, one must project an image of success, at all times.

He smiles, then opens his menu. Carolyn picks hers up mechanically, but continues to stare at him, enraptured, like a fervent Christian who's just come face to face with Jesus.

EXT. HIGH SCHOOL CAMPUS - LATER THAT DAY

Ricky stands with his DIGICAM, videotaping something on the ground at his feet.

On VIDEO: A DEAD BIRD lays on the ground, decomposing.

ANGELA (O.C.)

What are you doing?

On VIDEO: The camera JERKS up to discover Jane and Angela staring at us.

RICKY (O.C.)

I was filming this dead bird.

ANGELA

Why?

RICKY (O.C.)

Because it's beautiful.

On VIDEO: Angela looks at Jane, trying not to laugh.

ANGELA

I think maybe you forgot your medication today, mental boy.

On VIDEO: She falls out of frame as we ZOOM toward Jane.

RICKY (O.C.)

Hi, Jane.

JANE

(uncomfortable)

Look. I want you to stop filming me.

Ricky lowers the Digicam.

RICKY

Okay.

He looks at her, curious, his eyes searching hers. She doesn't look away.

ANGELA

Well, whatever.

(to Jane)

This is boring. Let's go.

JANE

(to Ricky)

Do you need a ride?

ANGELA

(to Jane)

Are you crazy? I don't want to end up hacked to pieces in a dumpster somewhere.

RICKY

It's okay. I'll walk. But thanks.

ANGELA

Yeah, see? He doesn't want to go anyway. C'mon, let's go.

Angela starts off, but Jane doesn't follow. Ricky smiles at her. She almost smiles back, then:

JANE

(calls off to Angela)

I think I'm going to walk, too.

Angela stops and stares at her.

ANGELA

What? Jane, that's like, almost a mile.

EXT. TOP HAT MOTEL - LATER THAT DAY

Carolyn's Mercedes is parked next to a JAGUAR CONVERTIBLE with a VANITY LICENSE PLATE that reads "R E KING."

INT. TOP HAT MOTEL - CONTINUOUS

Carolyn and Buddy are in the middle of sex.

CAROLYN

Yes! Oh, God! I love it!

BUDDY

You like getting nailed by the king?

CAROLYN

Oh yes! I love it! Fuck me, your majesty!

EXT. STREET - LATER THAT DAY

Lester's TOYOTA CAMRY cruises through the streets. We hear Lester SINGING along to "AMERICAN WOMAN" on the STEREO.

INT. TOYOTA CAMRY - CONTINUOUS

Lester is driving, smoking a joint.

LESTER

AMERICAN WOMAN, STAY AWAY FROM ME... AMERICAN WOMAN, MAMA LET ME BE... DON'T COME A HANGIN' AROUND MY DOOR... I DON'T WANT TO SEE YOUR FACE NO MORE...

EXT. MR. SMILEY'S - CONTINUOUS

Lester continues singing along to "AMERICAN WOMAN," as the Camry pulls into the parking lot of a FAST FOOD RESTAURANT.

Lester pulls up to the drive-thru speaker box.

DRIVE-THRU GIRL (O.C.)

(over speaker box)

Smile you're at Mr. Smiley's.

Lester turns down the volume on the stereo.

LESTER

What?

DRIVE-THRU GIRL (O.C.)

Would you like to try our new bacon and egg fajita just a dollar twenty-nine for a limited time only.

LESTER

Uh... no. But thank you.

(reading menu)

I'll have a Big Barn Burger, Smiley fries, and an orange soda.

DRIVE-THRU GIRL (O.C.)

Please drive up to the window, thank you.

He pulls the car around to the WINDOW, where a teenage GIRL wearing a headset is waiting.

DRIVE-THRU GIRL (cont'd)

Smile, you're at Mr. Smiley's, that'll be four eighty-nine, please.

Lester pays her. As she hands him his food, he notices a SIGN in the corner of the window that reads:

NOW TAKING APPLICATIONS

COUNTER GIRL

Would you like some Smiley Sauce?

LESTER

No. No, actually... I'd like to fill out an application.

She stares at him, confused by his age and attire.

COUNTER GIRL

There's not jobs for manager, it's just for counter.

LESTER

Good. I'm looking for the least possible amount of responsibility.

INT. MR. SMILEY'S - A SHORT TIME LATER

Lester sits at a booth with the MANAGER, a greasy kid wearing a white short sleeve shirt and a tie covered with the Mr. Smiley's logo. He looks over Lester's application, baffled.

MANAGER

I don't think you'd fit in here.

LESTER

I have fast food experience.

MANAGER

Yeah, like twenty years ago.

LESTER

Well, I'm sure there have been amazing technological advances in the industry, but surely you have some sort of training process. It seems unfair to presume I won't be able to learn.

The Manager sighs and runs a hand through his greasy hair, wondering what he could possibly have done to deserve this.

INT. TOP HAT MOTEL - LATER THAT DAY

Carolyn and Buddy are in bed, post-sex.

CAROLYN

That was exactly what I needed. The royal treatment, so to speak.

They laugh.

CAROLYN (cont'd)

I was so stressed out.

BUDDY

Know what I do when I feel like that?

CAROLYN

What?

BUDDY

I fire a gun.

Carolyn sits up, eager to learn from the master.

CAROLYN

(intrigued)

Really.

BUDDY

Oh yeah, I go to this little firing range downtown, and I just pop off a few rounds.

CAROLYN

(embarrassed)

I've never fired a gun before.

BUDDY

Oh, you've gotta try it. Nothing makes you feel more powerful.

(smiles seductively)

Well, almost nothing.

Carolyn is quick to pick up her cue and kisses him, ready for another round.

EXT. SUBURBAN STREET - LATER THAT DAY

Ricky and Jane walk along without speaking. He seems comfortable with the silence; she doesn't. After a beat:

JANE

So how do you like your new house?

RICKY

I like it.

A beat.

JANE

The people who used to live there fed these stray cats, so they were always around, and it drove my mother nuts. And then she cut down their tree.

An automobile FUNERAL PROCESSION appears and begins to pass them slowly.

RICKY

Have you ever known anybody who died?

JANE

No.

(a beat)

Have you?

RICKY

No, but I did see this homeless woman who froze to death once. Just laying there on the sidewalk. She looked really sad.

They watch the FUNERAL CARS pass.

RICKY (cont'd)

I got that homeless woman on video.

JANE

Why would you film that?

RICKY

Because it was amazing.

JANE

What was amazing about it?

A beat.

RICKY

When you see something like that, it's like God is looking right at you, just for a second. And if you're careful, you can look right back.

JANE

And what do you see?

RICKY

Beauty.

INT. FITTS HOUSE - KITCHEN - MOMENTS LATER

Barbara Fitts sits at the kitchen table, staring off into space as if hypnotized. Behind her, Ricky enters, followed by Jane.

RICKY

Mom, I want you to meet somebody.

(no response)

Mom.

Barbara's eyes flutter and she turns to him slowly.

BARBARA

(pleasant)

Yes?

RICKY

I want you to meet somebody. This is Jane.

JANE

Hi.

BARBARA

Oh, my. I apologize for the way things look around here.

Jane glances around. The room is spotless.

INT. FITTS HOUSE - THE COLONEL'S STUDY - MOMENTS LATER

We HEAR KEYS TURNING in the lock, then the door opens and Ricky enters, holding a RING OF KEYS, followed by Jane.

RICKY

This is where my dad hides out.

GLASS CASES filled with GUNS line the walls.

JANE

I take it he's got a thing for guns.

Ricky crosses to a built-in CABINET behind the desk.

RICKY

You got to see this one thing...

He unlocks the cabinet and opens it, revealing shelves stacked with WAR MEMORABILIA.

RICKY (cont'd)

My dad would kill me if he knew I was in here.

JANE

Did you steal his keys?

RICKY

No. One of my clients is a locksmith. He was short on cash one night, so I let him pay me in trade.

He reaches into the cabinet and carefully removes an oval CHINA PLATTER, which he hands to Jane. She examines it.

RICKY (cont'd)

Turn it over.

CLOSE on the bottom of the plate: A small SWASTIKA is imprinted in the center.

JANE

Oh my God.

RICKY

It's like official state china of the Third Reich. There's a whole subculture of people who collect this Nazi shit. But my dad just has this one thing.

He puts the platter back into the cabinet and shuts the door, then notices Jane looking at him oddly.

RICKY (cont'd)

What's wrong?

JANE

Nothing.

RICKY

(concerned)

No, you're scared of me.

JANE

No I'm not.

But she is. Ricky studies her.

RICKY

You want to see the most beautiful thing I've ever filmed?

INT. FITTS HOUSE - RICKY'S BEDROOM - MOMENTS LATER

On VIDEO: We're in an empty parking lot on a cold, gray day. Something is floating across from us... it's an empty, wrinkled, white PLASTIC BAG. We follow it as the wind carries it in a circle around us, sometimes whipping it about violently, or, without warning, sending it soaring skyward, then letting it float gracefully down to the ground...

Jane and Ricky sit on the bed, watching his WIDE-SCREEN TV.

RICKY

It was one of those days when it's a minute away from snowing. And there's this electricity in the air, you can almost hear it, right? And this bag was just... dancing with me. Like a little kid begging me to play with it. For fifteen minutes. That's the day I realized that there was this entire life behind things, and this incredibly benevolent force that wanted me to know there was no reason to be afraid. Ever.

A beat.

RICKY (cont'd)

Video's a poor excuse, I know. But it helps me remember... I need to remember...

Now Jane is watching him.

RICKY (cont'd)

(distant)

Sometimes there's so much beauty in the world I feel like I can't take it... and my heart is going to cave in.

After a moment, Jane takes his hand. Then she leans in and kisses him softly on the lips. His eyes scan hers, curious to see how she reacts to this...

JANE

(suddenly)

Oh my God. What time is it?

INT. BURNHAM HOUSE - DINING ROOM - MOMENTS LATER

Lester sits at the table in sloppy clothes, eating his dinner voraciously and drinking beer from a bottle. Across from him, Carolyn picks at her food, watching him with contempt. EASY-LISTENING MUSIC plays on the STEREO.

We HEAR the back door SLAM, then Jane enters and quickly takes her seat at the table.

JANE

Sorry I'm late.

CAROLYN

(overly cheerful)

No, no, that's quite all right, dear. Your father and I were just discussing his day at work.

(to Lester)

Why don't you tell our daughter about it, honey?

Jane stares at both her parents, apprehensive. Lester looks at Carolyn darkly, then flashes a "you-asked-for-it" grin.

LESTER

Janie, today I quit my job. And then I told my boss to fuck himself, and then I blackmailed him for almost sixty thousand dollars. Pass the asparagus.

CAROLYN

Your father seems to think this kind of behavior is something to be proud of.

LESTER

And your mother seems to prefer I go through life like a fucking prisoner while she keeps my dick in a mason jar under the sink.

CAROLYN

(ashen)

How dare you speak to me that way in front of her? And I marvel that you can be so contemptuous of me, on the same day that you lose your job!

LESTER

Lose it? I didn't lose it. It's not like, "Oops, where'd my job go?" I quit. Someone pass me the asparagus.

CAROLYN

Oh! Oh! And I want to thank you for putting me under the added pressure of being the sole breadwinner now--

LESTER

I already have a job.

CAROLYN

(not stopping)

No, no, don't give a second thought as to who's going to pay the mortgage. We'll just leave it all up to Carolyn. You mean, you're going to take care of everything now, Carolyn? Yes. I don't mind. I really don't. You mean, everything? You don't mind having the sole responsibility, your husband feels he can just quit his job--

LESTER

(overlapping)

Will someone pass me the fucking asparagus?

JANE

(rises)

Okay, I'm not going to be a part of this--

LESTER

(means it)

Sit down.

Jane does so, surprised and intimidated by the power in his voice. Lester gets up, crosses to the other side of the table to get a PLATE OF ASPARAGUS, then sits again as he serves himself.

LESTER (cont'd)

I'm sick and tired of being treated like I don't exist. You two do whatever you want to do whenever you want to do it and I don't complain. All I want is the same courtesy--

CAROLYN

(overlapping)

Oh, you don't complain? Oh, excuse me. Excuse me. I must be psychotic then, if you don't complain. What is this?! Am I locked away in a padded cell somewhere, hallucinating? That's the only explanation I can think of--

Lester hurls the plate of asparagus against the wall with such force it SHATTERS, frightening Carolyn and Jane.

LESTER

(casual)

Don't interrupt me, honey.

He goes back to eating his meal, as if nothing unusual has happened. Carolyn sits in her chair, shivering with rage. Jane just stares at the plate in front of her.

LESTER (cont'd)

Oh, and another thing. From now on, we're going to alternate our dinner music. Because frankly, and I don't think I'm alone here, I'm really tired of this Lawrence Welk shit.

INT. BURNHAM HOUSE - JANE'S BEDROOM - THAT NIGHT

Jane is sitting on her bed. There is a KNOCK at the door.

JANE

Go. Away.

CAROLYN (O.C.)

Honey, please let me in.

Jane rolls her eyes, crosses to the door and lets Carolyn in.

CAROLYN (cont'd)

I wish that you hadn't witnessed that awful scene tonight. But in a way, I'm glad.

JANE

Why, so I could see what freaks you and Dad really are?

CAROLYN

Me?

She stares at Jane, then starts to cry.

JANE

Aw, Christ, Mom.

CAROLYN

(tearful)

No, I'm glad because you're old enough now to learn the most important lesson in life: you cannot count on anyone except yourself.

(sighs)

You cannot count on anyone except yourself. It's sad, but true, and the sooner you learn it, the better.

JANE

Look, Mom, I really don't feel like having a Kodak moment here, okay?

Carolyn suddenly SLAPS Jane, hard.

CAROLYN

You ungrateful little brat. Just look at everything you have. When I was your age, I lived in a duplex. We didn't even have our own house.

Embarrassed, she quickly leaves. Jane looks in a mirror and rubs her cheek, then crosses to the window and looks out.

EXT. FITTS HOUSE - CONTINUOUS

Jane's POV: We're across from Ricky's room, looking in. He stands at the window with his DIGICAM, videotaping us. On the WIDE-SCREEN TV behind him, we see Jane standing in her window as she looks across at him. She waves. Ricky just keeps videotaping. A beat, then she starts to take off her shirt.

INT. FITTS HOUSE - RICKY'S BEDROOM - CONTINUOUS

We're behind Ricky as he videotapes Jane in her window. She has now removed her shirt. She stands there in her bra, then reaches behind her back to unhook the bra.

On VIDEO: We ZOOM toward her as she takes off her bra clumsily. She's obviously embarrassed, but she's gone this far and there's no turning back. She stands there with her breasts exposed, trying to look defiant, but she's achingly vulnerable...

Suddenly, the door is thrown open and the Colonel enters, incensed. Startled, Ricky turns around. As soon as his eyes meet his father's, he knows what's up.

COLONEL

You little bastard--

Ricky scrambles to dodge his father, but the Colonel is too fast; he punches Ricky in the face, knocking him to the floor.

COLONEL (cont'd)

How did you get in there?

EXT. BURNHAM HOUSE - CONTINUOUS

From her window, Jane watches, pulling the drapes in front of her.

EXT. FITTS HOUSE - CONTINUOUS

Jane's POV: In the WINDOW across from us, the Colonel proceeds to give Ricky a serious beating, punching his face.

INT. FITTS HOUSE - RICKY'S BEDROOM - CONTINUOUS

Ricky's lip is bleeding, but he maintains a steady gaze at his father during this violence.

COLONEL

(unnerved)

How!? How?! C'mon, get up! Fight back, you little pussy!

RICKY

No, sir. I won't fight you.

The Colonel grabs him by the collar.

COLONEL

How did you get in there?

RICKY

I picked the lock, sir.

COLONEL

What were you looking for? Money? Are you on dope again?

RICKY

No, sir. I wanted to show my girlfriend your Nazi plate.

A beat.

COLONEL

Girlfriend?

RICKY

Yes, sir. She lives next door.

The Colonel glances toward the window.

His POV: In the WINDOW across from us, Jane peeks out from behind the drape. She quickly pulls it shut.

RICKY (cont'd)

Her name's Jane.

A beat. The Colonel is suddenly, deeply shamed.

COLONEL

This is for your own good, boy. You have no respect for other people's things, for authority, for...

RICKY

Sir, I'm sorry.

COLONEL

You can't just go around doing whatever you feel like, you can't--there are rules in life--

RICKY

Yes, sir.

COLONEL

You need structure, you need discipline--

RICKY

(simultaneous)

Discipline. Yes, sir, thank you for trying to teach me. Don't give up on me, Dad.

The Colonel stands, still breathing heavily. Tenderness fills his face, and he reaches out to touch Ricky's cheek.

COLONEL

Oh, Ricky...

But something keeps him from doing it.

COLONEL (cont'd)

You stay out of there.

He leaves. Ricky gets up and goes to his bureau. He looks at his reflection in the mirror, calmly takes a cloth and starts to wipe the blood from his face.

FADE TO BLACK.

In darkness, we HEAR repetitive GUNSHOTS.

FADE IN:

INT. INDOOR FIRING RANGE - ONE MONTH LATER

Carolyn, wearing PROTECTIVE HEADGEAR, is holding a GLOCK 19 AUTOMATIC REVOLVER with both hands, FIRING it directly at us.

She empties a round and stands there, exhilarated. An ATTENDANT approaches with a new round of ammunition.

ATTENDANT

(loading gun)

I gotta say, Mrs. Burnham, when you first came here I thought you would be hopeless. But you're a natural.

CAROLYN

Well, all I know is... I love shooting this gun!

And she starts FIRING again.

INT. MERCEDES-BENZ ML320 - LATER

Bobby Darin sings "DON'T RAIN ON MY PARADE" on the RADIO. Carolyn SINGS along as she drives. Her face has lost its usual resolute determination; she's actually enjoying herself spontaneously, and the lack of her usual self-consciousness allows us to see just how beautiful she is.

ANGLE ON the GLOCK 19 sitting on the passenger seat amidst some CDs.

Carolyn takes the gun and holds it at arm's length, admiring it as she continues to SING.

EXT. ROBIN HOOD TRAIL - CONTINUOUS

The Mercedes turns onto Robin Hood Trail.

INT. MERCEDES-BENZ ML320 - CONTINUOUS

Carolyn's POV: We turn into the Burnham driveway. A 1970 PONTIAC FIREBIRD with racing stripes blocks our access to the garage.

CLOSE on Carolyn: She doesn't like having things in her way.

INT. BURNHAM HOUSE - FAMILY ROOM - MOMENTS LATER

Lester's REMOTE-CONTROLLED MODEL JEEP is zooming across the floor of the family room, expertly maneuvering corners and narrowly avoiding crashing.

Lester is sprawled on the couch in his underwear, drinking a BEER and controlling the car. His working out is beginning to produce results. The room, too, seems changed: sloppier, more lived in.

Carolyn enters through the kitchen, flushed and angry. She just stands there, staring at Lester. After a moment, he looks up at her.

LESTER

What?

CAROLYN

Ah, whose car is that out front?

LESTER

Mine. 1970 Pontiac Firebird. The car I always wanted and now I have it. I rule!

CAROLYN

Where's the Camry?

LESTER

I traded it in.

CAROLYN

Shouldn't you have consulted me first?

LESTER

Hmm, let me think... No. You never drove it.

(then)

Have you done something different? You look great.

CAROLYN

(brusque)

Where's Jane?

LESTER

Jane not home. We have the whole house to ourselves.

He smiles at her playfully. She stares back, annoyed. It's the same look she had at the beginning, when he dropped his briefcase, but whatever power that look had is gone. Lester just LAUGHS.

LESTER (cont'd)

Christ, Carolyn. When did you become so... joyless?

CAROLYN

(taken aback)

Joyless?! I am not joyless! There happens to be a lot about me that you don't know, mister smarty man. There is plenty of joy in my life.

LESTER

(leaning toward her)

Whatever happened to that girl who used to fake seizures at frat parties when she got bored? And who used to run up to the roof of our first apartment building to flash the traffic helicopters? Have you totally forgotten about her? Because I haven't.

His face is close to hers, and suddenly the atmosphere is charged. She pulls back automatically, but it's clear she's drawn to him. He smiles, and moves even closer, holding his beer loosely balanced. Then, just before their lips meet...

CAROLYN

(barely audible)

Lester. You're going to spill beer on the couch.

She's immediately sorry she said it, but it's too late. His smile fades, and the moment is gone.

LESTER

So what? It's just a couch.

CAROLYN

This is a four thousand dollar sofa upholstered in Italian silk. This is not "just a couch."

LESTER

It's just a couch!

He stands and gestures toward all the things in the room.

LESTER (cont'd)

This isn't life. This is just stuff. And it's become more important to you than living. Well, honey, that's just nuts.

Carolyn stares at him, on the verge of tears, then turns and walks out of the room before he can see her cry.

LESTER (cont'd)

(calls after her)

I'm only trying to help you.

INT. FITTS HOUSE - RICKY'S BEDROOM - NIGHT

On VIDEO: Jane lays in Ricky's bed, wearing a tank top. She glances at us.

JANE

(shy)

Don't.

We're watching the WIDE-SCREEN TV in Ricky's room.

A CORD leads from the TV to Ricky's DIGICAM. Ricky holds the camera, sitting naked in a chair. It's been almost a month since his father beat him up, and there are still slight SCARS on his face. He's aiming his camera at Jane.

RICKY

Why?

JANE

(re: image on TV)

It's weird, watching myself. I don't like how I look.

RICKY

I can't believe you don't know how beautiful you are.

JANE

I'm not going to sit here for that shit.

She gets out of bed, takes his Digicam and focuses it on him. We see his image on the TV as she videotapes.

JANE (cont'd)

Ha. How does it feel now?

RICKY

Fine.

JANE

You don't feel naked?

RICKY

I am naked.

JANE

You know what I mean.

Jane ZOOMS in on his face, which remains placid.

JANE (cont'd)

Tell me about being in the hospital.

Ricky smiles.

RICKY

When I was fifteen, my dad caught me smoking dope. He totally freaked and decided to send me to military school. I told you his whole thing about structure and discipline, right?

(laughs)

Well, of course, I got kicked out. Dad and I had this huge fight, and he hit me... and then the next day at school, some kid made a crack about my haircut, and... I just snapped. I wanted to kill him. And I would have. Killed him. If they hadn't pulled me off.

(then)

That's when my dad put me in the hospital. Then they drugged me up and left me in there for two years.

JANE

Wow. You must really hate him.

RICKY

He's not a bad man.

He grabs a half-smoked JOINT from an ashtray and lights it.

JANE

Well... you better believe I'd hate my father if he did something like that to me.

(laughs)

Wait. I do hate my father.

RICKY

Why?

He passes her the joint, then takes the Digicam and focuses it on her. We see her image on the TV as he videotapes.

JANE

He's a total asshole and he's got this crush on my friend Angela and it's disgusting.

RICKY

You'd rather he had the crush on you?

JANE

Gross, no! But it'd be nice if I was anywhere near as important to him as she is.

(then)

I know you think my dad's harmless, but you're wrong. He's doing massive psychological damage to me.

RICKY

How?

Jane looks into the camera, a loopy, stoned grin on her face.

JANE

Well, now, I too need structure. A little fucking discipline.

They LAUGH. She lays back on the bed.

JANE (cont'd)

I'm serious, though. How could he not be damaging me? I need a father who's a role model, not some horny geek-boy who's gonna spray his shorts whenever I bring a girlfriend home from school.

(snorts)

What a lame-o. Somebody really should put him out of his misery.

Her mind wanders for a beat.

RICKY

Want me to kill him for you?

Jane looks at him and sits up.

JANE

Yeah, would you?

RICKY

(smiles)

It'll cost you.

JANE

Well, I've been baby-sitting since I was about ten. I've got almost three thousand dollars. 'Course, I was saving it up for a boob job.

She stands and sticks out her breasts, then falls back on the bed, LAUGHING.

JANE (cont'd)

But my tits can wait, huh?

RICKY

You know, that's not a very nice thing to do, hiring somebody to kill your dad.

JANE

Well, I guess I'm just not a very nice girl, then, am I?

She smiles dreamily at him. He turns the Digicam off and the TV screen goes BLUE. He lowers the camera and looks at her intently.

JANE (cont'd)

(suddenly nervous)

You know I'm not serious, right?

RICKY

Of course.

He puts the Digicam down and joins Jane on the bed. A long moment where neither of them speaks. He caresses her hair, gazing into her eyes.

RICKY (cont'd)

Do you know how lucky we are to have found each other?

FADE TO BLACK.

FADE IN:

EXT. ROBIN HOOD TRAIL - EARLY MORNING

We're FLYING above Robin Hood Trail. We see the BURNHAM'S HOUSE below us as we APPROACH it steadily.

LESTER

Remember those posters that said, "Today is the first day of the rest of your life?" Well, that's true of every day except one.

(a beat)

The day you die.

We're almost on top of the Burnham house now, as Lester, wearing sweatpants and running shoes, bursts out of the front door and dashes up the driveway.

EXT. ROBIN HOOD TRAIL - A SHORT TIME LATER

We're now at street level, as Lester runs toward us. He carries a WALKMAN and wears EARPHONES, and we HEAR ROCK MUSIC as he runs. The endorphins have kicked in, and Lester grins, reveling in the sheer physical pleasure of his body.

INT. BURNHAM HOUSE - KITCHEN - A SHORT TIME LATER

The blender GRINDS as Lester, still in his sweatpants, makes himself a high-protein shake. He's in excellent shape; even his posture has changed, and he moves with the confident, easy swagger of an athlete. Jane watches him blankly from the kitchen table.

Carolyn enters. Lester leans against the counter, drinking his shake directly from the blender pitcher, eyeing her. He's got a newfound sexual energy that makes her uncomfortable, and he knows it. Carolyn quickly rinses off her coffee cup, avoiding his eyes, and starts out.

CAROLYN

Jane, hurry up. I've got a very important appointment--

JANE

Mom, is it okay if Angela sleeps over tonight?

Jane looks at Lester to see how he reacts. He doesn't.

CAROLYN

Well, of course, she's always welcome.

(on her way out)

You know, I thought maybe you two had a fight. I haven't seen her around here in a while.

And she's gone. Jane continues staring at her father. Finally, he glances over at her.

LESTER

What?

JANE

(nervous)

I've been too embarrassed to bring her over. Because of you, and the way that you behave.

LESTER

What are you talking about? I've barely even spoken to her.

JANE

(angry)

Dad! You stare at her all the time, like you're drunk! It's disgusting!

LESTER

(angry himself)

You better watch yourself, Janie, or you're going to turn into a real bitch, just like your mother.

Jane is stunned. She quickly rises, trying to get out of the kitchen before she starts crying.

ANGLE on Lester, and the immediate regret in his eyes.

LESTER (cont'd)

(under his breath)

Fuck.

INT. FITTS HOUSE - UPSTAIRS HALLWAY - CONTINUOUS

We're outside Ricky's room, MOVING slowly toward the open door, through which we can see Ricky, standing at his bureau mirror, combing his hair. The scars on his face are almost gone now.

A REVERSE ANGLE reveals the Colonel standing outside the door looking in, watching Ricky with great tenderness. Then Ricky looks up at him, and the Colonel is suddenly self-conscious.

COLONEL

(brusque)

You ready to go?

RICKY

Oh, I don't need a ride. I'm going to go in with Jane and her mom.

EXT. FITTS HOUSE - FRONT PORCH - MOMENTS LATER

Ricky emerges from the house, followed by the Colonel, who watches his son as he heads toward the Burnham house.

His POV: Carolyn waves from the Mercedes, flashing an insincere smile. Jane leans forward from the passenger seat and glares at us. As Ricky starts to get in the car, Lester emerges from the house in his sweatpants.

LESTER

Yo, Ricky. How's it going?

RICKY

Pretty decent, Mr. Burnham.

Ricky pulls his door shut, but not before Lester mouths "call me" and Ricky gives a slight nod in acknowledgment.

CLOSE on the Colonel's face: he looks confused.

As the Mercedes backs out of the driveway, Lester glances over at him.

Lester's POV: The Colonel watches the car driving off, then looks at us. His face tightens.

LESTER studies him for a moment, then grins and salutes before going inside the house.

CLOSE on the Colonel, deeply troubled.

INT. FITTS HOUSE - RICKY'S ROOM - MOMENTS LATER

The door swings open silently and the Colonel enters. He starts going through Ricky's bureau. He opens the DRAWER in which we know Ricky keeps his marijuana, but he doesn't discover its false bottom. He stands and looks around, his eyes finally landing on:

The DIGICAM and a stack of CASSETTES on a shelf. The camera is still connected to the TV.

The Colonel turns on the TV, examines the Digicam and presses "play." The TV's blank screen suddenly gives way to...

On VIDEO: Barbara Fitts sits at the kitchen table, staring off into space.

The Colonel watches, at first baffled, then impatient. He takes the cassette out of the Digicam and inserts another. On the TV screen we see...

On VIDEO: Through the Burnham's GARAGE WINDOW, we see Lester step out of his pants and briefs. Then, naked except for his black socks, he grabs the dumbbells and starts lifting them, watching his reflection in the window as he does...

The Colonel sinks slowly onto Ricky's bed, mesmerized.

INT. MR. SMILEY'S - LATER

Lester, wearing a Mr. Smiley's uniform, is happily flipping burgers on a grill.

CO-WORKER

Hey Lester, I need that Super Smiley with cheese, A.S.A.P.

LESTER

You need more than that, my little hombre.

Lester looks up suddenly when he HEARS:

CAROLYN (O.S.)

(over speakers)

What's good here?

BUDDY (O.C.)

(over speakers)

Nothing.

CAROLYN (O.C.)

(over speakers)

Then I guess we'll just have to be bad, won't we?

(then)

I think I'll have a double Smiley Sandwich and curly fries, and a vanilla shake.

BUDDY (O.C.)

(over speakers)

Make that two.

COUNTER GIRL (O.C.)

(over speakers)

Please drive around thank you.

Lester's face darkens, then... he smiles. He puts his spatula down.

EXT. MR. SMILEY'S - CONTINUOUS

The Mercedes pulls around to the DRIVE-THRU WINDOW. Carolyn drives; Buddy sits beside her.

CAROLYN

I think we deserve a little junk food, after the workout we had this morning.

BUDDY

(nuzzles her neck)

I'm flattered.

They are too involved with each other to notice Lester watching them from the drive-thru window.

LESTER

(overly cheerful)

Smile! You're at Mr. Smiley's!

Carolyn almost jumps out of her skin.

Lester leans out of the drive-thru window, grinning at her, holding bags filled with fast food. The Counter Girl stands next to him, staring blankly.

LESTER (cont'd)

Would you like to try our new beef and cheese pot pie on a stick, just a dollar ninety-nine for a limited time only?

Carolyn struggles to appear nonchalant.

CAROLYN

(re: Buddy)

We were just at a seminar.

(then, all business)

Buddy, this is my--

LESTER

Her husband. We've met before, but something tells me you're going to remember me this time.

COUNTER GIRL

(to Carolyn)

Whoa. You are so busted.

CAROLYN

(flustered)

You know, this really doesn't concern you.

LESTER

Actually, Janeane is senior drive-thru manager, so you kind of are on her turf.

(to Carolyn, quietly)

So. This makes sense.

CAROLYN

(miserable)

Oh, Lester--

LESTER

Honey, it's okay. I want you to be happy.

(then)

Would you like Smiley Sauce with that?

CAROLYN

Lester, just stop it!

LESTER

Uh-uh. You don't get to tell me what to do. Ever again.

Carolyn closes her eyes, defeated, then grabs the wheel, shifts gears and drives off.

EXT. TOP HAT MOTEL - A SHORT TIME LATER

The sky is filled with ominous gray clouds. Wind whips garbage across the parking lot as Carolyn's Mercedes pulls in next to Buddy's Jaguar.

INT. MERCEDES-BENZ ML320 - CONTINUOUS

Carolyn grips the wheel tightly, staring straight ahead. Buddy looks at her unhappily.

BUDDY

I'm sorry. I guess we should cool it for a while. I'm facing a potentially very expensive divorce.

CAROLYN

Oh, no. I understand completely.

(sarcastic)

In order to be successful, one must project an image of success. At all times.

She regrets it the second it's out of her mouth, and turns to him. He just looks at her sadly, then gets out of the car and shuts the door. She starts to CRY. As before, she SLAPS herself, hard.

CAROLYN (cont'd)

Stop it. Stop it!

She closes her eyes tight, trying to stop the tears, then suddenly SCREAMS as loud as she can.

EXT. TOP HAT MOTEL - CONTINUOUS

Buddy's Jaguar speeds off, leaving the Mercedes alone in the parking lot. We can still HEAR Carolyn's muffled SCREAMING. There is a sound of distant THUNDER.

INT. BURNHAM HOUSE - GARAGE - THAT NIGHT

It's RAINING outside. We HEAR ROCK MUSIC as Lester pumps iron. He puts the weights down and looks at his REFLECTION in the window:

His POV: His arms are pumped. He smiles.

He reaches under the bench and grabs a CIGAR BOX. Opening it, he digs through MARIJUANA PARAPHERNALIA, only to pull out an empty ZIP-LOC BAG.

LESTER

Shit.

INT. FITTS HOUSE - KITCHEN - MOMENTS LATER

Ricky and the Colonel sit at the table, eating in silence. Barbara rinses off a pan at the sink, then stares at it as if she can't quite remember what she meant to do with it. We suddenly HEAR a BEEPING noise. Ricky pulls his BEEPER off his belt and checks it.

RICKY

(getting up)

I have to run next door. Jane left her geometry book in my bag and she needs it to do her homework.

He heads into the hall. The Colonel watches him go, uneasy.

INT. ANGELA'S BMW - CONTINUOUS

Angela drives, squinting through the windshield as the wipers move back and forth.

ANGELA

So you and psycho boy are fucking on like, a regular basis now, right?

JANE

(irritable)

No.

ANGELA

Oh, come on. You can tell me. Does he have a big dick?

JANE

Look, I'm not gonna talk about his dick with you, okay? It's not like that.

ANGELA

Not like what? Doesn't he have one?

(then)

Why don't you want to talk about it? I mean, I tell you every single detail about every guy that I fuck.

JANE

Yeah, and maybe you shouldn't, all right? Maybe I don't really want to hear all that.

ANGELA

Oh, so now that you have a boyfriend, you're like, above it?

(rolls her eyes)

We gotta get you a real man.

INT. FITTS HOUSE - KITCHEN - CONTINUOUS

The Colonel rinses off his plate at the sink. Something outside catches his eye, and he cranes his neck to get a better look at...

His POV: Through the window over the sink, we can see into the Burnham's GARAGE WINDOW. Our view is blurred by the RAIN, but we see Lester, his upper body pumped and glistening in sweat as he counts out a wad of BILLS... and then Ricky walks into view.

The Colonel's face tightens.

His POV: Lester drapes his arm around Ricky as he gives him the money. We can only see Lester from the waist up, so he looks naked.

INT. BURNHAM HOUSE - GARAGE - CONTINUOUS

Ricky, his hair wet from the rain, puts the cash in his pocket. Lester's arm remains draped around his shoulder.

RICKY

(grins)

You got any papers?

LESTER

Yeah, in the cigar box, right over there.

(laughs)

You know, put up a fight, dude! You are such a pushover. "No I can't. Really. Okay."

And he slaps Ricky playfully on the chest. Ricky grins, then squats down and reaches under the weight bench.

RICKY

You should learn to roll a joint.

Lester sits in the bowl chair and leans back, his hands behind his head, watching Ricky roll the joint.

INT. FITTS HOUSE - KITCHEN - CONTINUOUS

The Colonel's POV: Lester leans back in his chair. We see only Ricky's back and shoulders as he rolls the joint. After a beat, Lester's jaw drops, then he throws his head back. From our perspective, it looks very much like Ricky is giving Lester a blow job.

The Colonel watches, incredulous. Then we HEAR a CAR APPROACHING, and the Colonel glances over at:

His POV: Angela's BMW pulls into the driveway, stopping behind Lester's Firebird. As Angela and Jane get out and run toward the house, our focus MOVES back to the GARAGE WINDOW. Ricky stands, looking a little panicked. Lester pulls on his T-shirt, and both he and Ricky cross out of view.

INT. BURNHAM HOUSE - KITCHEN - MOMENTS LATER

Lester leans nonchalantly against the counter. Jane and Angela enter. Jane frowns when she sees him.

LESTER

Oh. Hi.

JANE

Where's Mom?

LESTER

Don't know.

ANGELA

Hi, Mr. Burnham.

LESTER

Hi.

He's trying to remain cool, and doing a pretty good job.

ANGELA

Wow. Look at you. Have you been working out?

LESTER

Some.

Jane rolls her eyes and exits. Angela walks over to Lester.

ANGELA

You can really tell. Look at those arms.

She places her hand on his arm flirtatiously, looks up at him and smiles, fully expecting to intimidate him by doing so.

But something has changed, and he isn't intimidated at all. He looks directly back at her, leans in and smiles slowly.

LESTER

You like muscles?

His voice is low and intense. She moves away, suddenly insecure.

ANGELA

I--I should probably go see what Jane's up to.

And she heads out quickly. Lester watches her go, baffled.

INT. FITTS HOUSE - RICKY'S ROOM - CONTINUOUS

Ricky enters, wet from the pouring rain, and crosses to his bureau, pulling the wad of CASH out of his pocket as he goes.

COLONEL (O.C.)

Where'd you get that?

Ricky turns, startled.

His POV: The Colonel steps out of the shadows.

Ricky takes a step back.

RICKY

From my job.

COLONEL

Don't lie to me.

(beat)

I saw you with him.

RICKY

(incredulous)

You were watching me?

COLONEL

What did he make you do?

RICKY

(laughs)

Dad, you don't really think... me and Mr. Burnham?

COLONEL

(furious)

Don't you laugh at me!

(then)

I will not sit back and watch my only son become a cocksucker!

RICKY

Jesus, what is with you--

The Colonel BACKHANDS Ricky so hard it sends the boy sprawling.

COLONEL

I swear to God, I will throw you out of this house and never look at you again.

RICKY

(taken aback)

You mean that?

COLONEL

Damn straight I do. I'd rather you were dead than be a fucking faggot.

A beat. Ricky suddenly smiles. He gets up.

RICKY

You're right. I suck dick for money.

COLONEL

Boy--

RICKY

Two thousand dollars. I'm that good.

COLONEL

Get out.

RICKY

And you should see me fuck. I'm the best piece of ass in three states.

COLONEL

(explodes)

Get out!! I don't ever want to see you again!!

Ricky eyes the Colonel. He's finally discovered a way to break free from his father, and he can't believe it was this simple.

RICKY

What a sad old man you are.

COLONEL

(a whisper)

Get out.

Ricky grabs his backpack, turns and walks out the door, leaving the Colonel standing there, glassy-eyed and breathing heavily.

INT. FITTS HOUSE - KITCHEN - MOMENTS LATER

Ricky enters to discover Barbara standing in the middle of the room, clutching a dish, frightened. She's obviously heard his argument with his father, and she looks into his eyes, searching, aware that something eventful is taking place.

RICKY

Mom, I'm leaving.

A beat.

BARBARA

Okay, wear a raincoat.

RICKY

(hugs her)

I wish things would have been better for you. Take care of Dad.

He kisses her cheek softly, then exits out the back door, leaving her standing alone, still clutching her dish.

INT. FITTS HOUSE - RICKY'S BEDROOM - CONTINUOUS

The Colonel's POV: Below us, Ricky dashes through the rain to the Burnham's front door and knocks. Lester opens it and lets him in.

EXT. FITTS HOUSE - CONTINUOUS

The Colonel looks coldly down at us from Ricky's bedroom window, and then he pulls the drapes shut.

EXT. FREEWAY - CONTINUOUS

The MERCEDES-BENZ ML320 is parked in the breakdown lane, its HAZARD LIGHTS BLINKING. Cars ZOOM past in the rain.

INT. MERCEDES-BENZ ML320 - CONTINUOUS

Carolyn sits behind the wheel, listening to a MOTIVATIONAL TAPE on the STEREO.

TAPE VOICE

--disinvesting problems of their power, and removing their ability to make us afraid. This is the secret to "me-centered" living. Only by taking full responsibility for your problems--and their solutions--will you ever be able to break free from the constant cycle of victimhood.

Carolyn leans over and open the glove compartment. She takes out her GLOCK 19.

TAPE VOICE (cont'd)

Remember, you are only a victim if you choose to be a victim...

INT. BURNHAM HOUSE - JANE'S ROOM - CONTINUOUS

Angela is sprawled across the bed. Jane stands across the room from her.

JANE

I don't think we could be friends anymore.

ANGELA

You are way too uptight about sex.

JANE

Just don't fuck my dad, all right? Please?

ANGELA

Why not?

There is a KNOCK on the door. Jane sits up, alarmed.

JANE

(angry)

Dad! Leave us alone!

RICKY (O.C.)

It's me.

Jane jumps up and opens the door and lets him in.

RICKY (cont'd)

(to Jane)

If I had to leave tonight, would you come with me?

JANE

What?

RICKY

If I had to go to New York. To live. Tonight. Would you come with me?

JANE

Yes.

ANGELA

You guys can't be serious.

(to Jane)

You're just a kid. And he's like, a mental case. You'll end up living in a box on the street.

JANE

I'm no more a kid than you are!

( to Ricky)

We can use my plastic surgery money.

RICKY

We won't have to. I have over forty thousand dollars. And I know people in the city who can help us get set up.

ANGELA

What, other drug dealers?

RICKY

Yes.

ANGELA

Jane, you'd be out of your mind to go with him.

JANE

Why do you even care?

ANGELA

Because you're my friend!

RICKY

She's not your friend. She's somebody you use to feel better about yourself.

ANGELA

Go fuck yourself, psycho!

JANE

You shut up, bitch!

ANGELA

Jane! He is a freak!

JANE

Well, then so am I! And we'll always be freaks and we'll never be like other people. And you'll never be a freak because you're just too perfect.

ANGELA

Oh, yeah? Well, at least I'm not ugly.

RICKY

Yes, you are. And you're boring. And you're totally ordinary. And you know it.

Angela stares at him, stunned, then starts toward the door.

ANGELA

You two deserve each other.

And she exits, SLAMMING the door behind her. Jane turns to Ricky and he takes her in his arms.

INT. BURNHAM HOUSE - UPSTAIRS HALLWAY - CONTINUOUS

Angela sits on the stairs, shaken, crying.

EXT. BURNHAM HOUSE - GARAGE - CONTINUOUS

We're MOVING SLOWLY toward the Burnham's GARAGE WINDOW through the RAIN. Through the window, we see Lester, wearing only his sweatpants, performing bench presses.

INT. BURNHAM HOUSE - GARAGE - CONTINUOUS

Through the window, we see the Colonel standing outside, watching. We ZOOM slowly in on him as he watches, transfixed.

EXT. BURNHAM HOUSE - GARAGE - CONTINUOUS

His POV: Lester finishes his last rep, then racks the weights and sits up, sweaty and out of breath. He runs his free hand over his chest... and then he glances at us, suddenly aware he's being watched.

INT. BURNHAM HOUSE - GARAGE - CONTINUOUS

Lester and the Colonel stare at each other through the window.

EXT. BURNHAM HOUSE - GARAGE - MOMENTS LATER

The RAIN is coming down in sheets now, and there is a sharp CLAP of THUNDER. We're directly outside the GARAGE DOOR as it slowly lifts to reveal Lester smiling at us.

LESTER

Jesus, man. You're soaked.

INT. BURNHAM HOUSE - GARAGE - CONTINUOUS

Lester pulls the Colonel inside. The Colonel moves stiffly and seems preoccupied, slightly disoriented.

LESTER

You want me to get Ricky? He's in Jane's room.

The Colonel just stands there, looking at Lester.

LESTER (cont'd)

You okay?

COLONEL

(his voice thick)

Where's your wife?

LESTER

Uh... I don't know. Probably out fucking that dorky prince of real estate asshole. And you know what? I don't care.

The Colonel moves closer towards him.

COLONEL

Your wife is with another man and you don't care?

LESTER

Nope, our marriage is just for show. A commercial, for how normal we are. When we are anything but.

He grins... and so does the Colonel.

LESTER (cont'd)

You're shaking.

He places his hand on the Colonel's shoulder. The Colonel closes his eyes.

LESTER (cont'd)

We really should get you out of these clothes.

COLONEL

(a whisper)

Yes...

He opens his eyes and looks at Lester, his face filled with an anguished vulnerability we wouldn't have thought possible from him. His eyes are brimming with tears. Lester leans in, concerned.

LESTER

It's okay.

COLONEL

(hoarse)

I...

LESTER

(softly)

Just tell me what you need.

The Colonel reaches up and places his hand on Lester's cheek... and then kisses him. Lester is momentarily stunned, and then he pushes the Colonel away. The Colonel's face crumples in shame.

LESTER (cont'd)

Whoa, whoa, whoa. I'm sorry. You got the wrong idea.

The Colonel stares at the floor, blinking, and then he turns and runs out the open garage door into the rainy night.

INT. MERCEDES-BENZ ML320 - CONTINUOUS

Carolyn is still listening to the same MOTIVATIONAL TAPE. She holds the GLOCK in her hand.

TAPE VOICE

"I refuse to be a victim." When this becomes your mantra, constantly running through your head--

Carolyn switches the TAPE OFF and puts the gun in her purse.

CAROLYN

I refuse to be a victim.

EXT. FREEWAY - CONTINUOUS

The Mercedes pulls away from the shoulder.

INT. BURNHAM HOUSE - KITCHEN - CONTINUOUS

Lester enters, opens the refrigerator and grabs a BEER. Suddenly we HEAR MUSIC coming from the other room. Lester opens his beer and starts toward the family room.

INT. BURNHAM HOUSE - FAMILY ROOM - CONTINUOUS

His POV: AS we MOVE SLOWLY around a corner, Angela comes into view, standing at the STEREO, holding a CD case. She's been crying; her face is puffy, and her hair mussed. She regards us apprehensively... then puts on a slightly defiant smile.

ANGELA

I hope you don't mind if I play the stereo.

Lester leans against the wall and takes a swig of his beer.

LESTER

Not at all.

(then)

Bad night?

ANGELA

Not really bad, just... strange.

LESTER

(grins)

Believe me. It couldn't possibly be any stranger than mine.

She smiles. They stand there in silence; the atmosphere is charged.

ANGELA

Jane and I had a fight.

(after a beat)

It was about you.

She's trying to be seductive as she says this, but she's pretty bad at it. Lester raises his eyebrows.

ANGELA (cont'd)

She's mad at me because I said I think you're sexy.

Lester grins. He is sexy.

LESTER

(offering beer)

Do you want a sip?

She nods. Lester holds the bottle up to her mouth and she drinks clumsily. He gently wipes her chin with the back of his hand.

LESTER (cont'd)

So... are you going to tell me? What you want?

ANGELA

I don't know.

LESTER

You don't know?

His face is very close to hers. She's unnerved--this is happening too fast...

ANGELA

What do you want?

LESTER

Are you kidding? I want you. I've wanted you since the first moment I saw you. You are the most beautiful thing I have ever seen.

Angela takes a deep breath just before Lester leans in to kiss her cheek, her forehead, her eyelids, her neck...

ANGELA

You don't think I'm ordinary?

LESTER

You couldn't be ordinary if you tried.

ANGELA

Thank you.

(far away)

I don't think there's anything worse than being ordinary...

And Lester kisses her on the lips.

INT. MERCEDES-BENZ ML320 - CONTINUOUS

Carolyn drives, her face resolute.

CAROLYN

I refuse to be a victim. I refuse to be a victim. I refuse to be a victim...

(angry)

Lester, I have something I have to say to you...

INT. BURNHAM HOUSE - FAMILY ROOM - MOMENTS LATER

Angela lays back on the couch as Lester moves in over her. He pulls her jeans off and gently brushes his fingers over her legs, then moves up and caresses her face...

INT. BURNHAM HOUSE - JANE'S ROOM - CONTINUOUS

Ricky and Jane, fully clothed, lie curled up on Jane's bed.

JANE

Are you scared?

RICKY

I don't get scared.

JANE

My parents will try to find me.

RICKY

Mine won't.

INT. BURNHAM HOUSE - FAMILY ROOM - CONTINUOUS

Lester starts unbuttoning Angela's blouse. She seems disconnected from what's happening. Lester pulls her blouse open, exposing her breasts.

Lester looks down at her, grinning, unable to believe he's actually about to do what he's dreamed of so many times, and then...

ANGELA

This is my first time.

Lester LAUGHS.

LESTER

You're kidding.

ANGELA

(a whisper)

I'm sorry.

A beat. Lester looks down at her, his grin fading.

His POV: Angela lies beneath us, embarrassed and vulnerable. This is not the mythically carnal creature of Lester's fantasies; this is a nervous child.

ANGELA (cont'd)

I still want to do it... I just thought I should tell you... in case you wondered why I wasn't... better.

Lester's face falls. There's no way he's going to go through with this now.

ANGELA (cont'd)

(confused)

What's wrong? I thought you said I was beautiful.

LESTER

(tenderly)

You are beautiful.

He grabs a blanket from the back of the couch and drapes it around her shoulders, covering her nakedness.

LESTER (cont'd)

You are so beautiful... and I would be a very lucky man...

He smiles and shakes his head. Humiliated, Angela starts to cry.

ANGELA

I feel so stupid.

LESTER

Don't.

He hugs her, letting her put her head on his shoulder, stroking her hair and rocking her gently.

ANGELA

I'm sorry.

Lester takes her by the shoulders and looks at her, serious.

LESTER

You have nothing to be sorry about.

But she keeps crying. Lester hugs her again. We HEAR a loud CLAP of THUNDER outside.

LESTER (cont'd)

(smiles)

It's okay. Everything's okay.

EXT. ROBIN HOOD TRAIL - MOMENTS LATER

The Mercedes pulls onto Robin Hood Trail.

INT. MERCEDES-BENZ ML320 - CONTINUOUS

CLOSE on Carolyn's eyes, reflected in the REAR-VIEW MIRROR. She turns her head to look out the window:

Her POV: The RED DOOR of the Burnham house stands out, even in the pouring rain.

INT. BURNHAM HOUSE - KITCHEN - MOMENTS LATER

Angela, once again fully clothed, sits at the kitchen counter. She's eating a turkey sandwich.

ANGELA

Wow. I was starving.

Lester puts a jar of mayonnaise back in the refrigerator.

LESTER

Do you want me to make you another one?

ANGELA

No, no, no. I'm fine.

He turns to her and cocks an eyebrow.

LESTER

(concerned)

You sure?

ANGELA

I mean, I'm still a little weirded out, but...

(sincerely)

...I feel better. Thanks.

A long beat, as Lester studies her, then:

LESTER

How's Jane?

ANGELA

What do you mean?

LESTER

I mean, how's her life? Is she happy? Is she miserable? I'd really like to know, and she'd die before she'd ever tell me about it.

Angela shifts uncomfortably.

ANGELA

She's... she's really happy. She thinks she's in love.

Angela rolls her eyes at how silly this notion is.

LESTER

(quietly)

Good for her.

An awkward beat.

ANGELA

How are you?

LESTER

(smiles, taken aback)

God, it's been a long time since anybody asked me that.

(thinks about it)

I'm great.

They just sit there, smiling at each other, then:

ANGELA

(suddenly)

I've gotta go to the bathroom.

She crosses off. Lester watches her go, then stands there wondering why he should suddenly feel so content.

LESTER

(laughs)

I'm great.

Something at the edge of the counter catches his eye, and he reaches for...

CLOSE on a framed PHOTOGRAPH as he picks it up: It's the photo we saw earlier of him, Carolyn and Jane, taken several years ago at an amusement park. It's startling how happy they look.

Lester crosses to the kitchen table, where he sits and studies the photo. He suddenly seems older, more mature... and then he smiles: the deep, satisfied smile of a man who just now understands the punch line of a joke he heard long ago...

LESTER (cont'd)

Man oh man...

(softly)

Man oh man oh man...

After a beat, the barrel of a GUN rises up behind his head, aimed at the base of his skull.

ANGLE ON an arrangement of fresh-cut ROSES in a vase on the opposite counter, deep crimson against the WHITE TILE WALL. Then a GUNSHOT suddenly rings out, ECHOING unnaturally. Instantly, the tile is sprayed with BLOOD, the same deep crimson as the roses.

INT. BURNHAM HOUSE - FOYER - MOMENTS LATER

Ricky comes down the stairs, followed by Jane.

INT. BURNHAM HOUSE - KITCHEN - MOMENTS LATER

Ricky opens the door from the dining room, then stops. Jane appears behind him.

JANE

Oh God.

Their POV: A pool of blood is forming on the kitchen table.

Ricky comes into the kitchen and slowly approaches Lester's lifeless body, wide-eyed but not afraid. Jane follows him, in shock. Ricky kneels, gazing at Lester's unseen face... then he smiles, ever so slightly.

His POV: Lester looks back at us; his eyes are lifeless, but he's smiling the same slight smile.

RICKY

(an awed whisper)

Wow.

LESTER (V.O.)

I had always heard your entire life flashes in front of your eyes the second before you die.

EXT. SKY - DAY

We're FLYING across a white blanket of clouds.

LESTER (V.O.)

First of all, that one second isn't a second at all, it stretches on forever, like an ocean of time...

EXT. WOODS - NIGHT

In BLACK & WHITE: Eleven-year-old Lester looks up, pointing excitedly at:

His POV: A DOT OF LIGHT falls across an unbelievably starry sky.

LESTER (V.O.)

For me, it was lying on my back at Boy Scout camp, watching falling stars...

INT. BURNHAM HOUSE - JANE'S BEDROOM - NIGHT

Ricky and Jane lie curled up on Jane's bed, fully clothed. We HEAR a GUNSHOT from downstairs. They look at each other, alarmed.

EXT. SUBURBAN STREET - DUSK

In BLACK & WHITE: Maple trees in autumn. Ghostly LEAVES FLUTTER slowly toward pavement.

LESTER (V.O.)

And yellow leaves, from the maple trees, that lined my street...

INT. BURNHAM HOUSE - POWDER ROOM - NIGHT

Angela stands in front of the mirror, fixing her make-up. We HEAR the GUNSHOT again. Angela turns, frightened.

INT. SUBURBAN HOUSE - DAY

In BLACK & WHITE: CLOSE on an ancient woman's papery HANDS as they button a cardigan sweater.

LESTER (V.O.)

Or my grandmother's hands, and the way her skin seemed like paper...

EXT. BURNHAM HOUSE - NIGHT

Carolyn walks slowly toward the RED DOOR, drenched to the bone, clutching her PURSE tightly. We HEAR the GUNSHOT again.

EXT. SUBURB - DAY

In BLACK & WHITE: A 1970 PONTIAC FIREBIRD in the driveway of a suburban home. The SUN'S REFLECTION in the windshield FLASHES BRILLIANTLY.

LESTER (V.O.)

And the first time I saw my cousin Tony's brand new Firebird...

INT. FITTS HOUSE - THE COLONEL'S STUDY - NIGHT

The Colonel enters, wet. He's wearing LATEX GLOVES. BLOOD covers the front of his T-shirt. He paces in front of one of his GUN CASES; the GLASS DOOR is open, and a gun is conspicuously missing from inside.

INT. BURNHAM HOUSE - HALL - NIGHT

In BLACK & WHITE: Jane opens her bedroom door, staring at us.

LESTER (V.O.)

And Janie...

EXT. SUBURBAN HOUSE - DUSK

In BLACK & WHITE: A door opens to reveal 4-YEAR-OLD JANE, dressed for Halloween in a Princess costume, holding a lit SPARKLER aloft and smiling shyly at us.

LESTER (V.O.)

And Janie...

INT. BURNHAM HOUSE - MASTER BEDROOM - NIGHT

Carolyn enters, terrified, still clutching her PURSE. She shuts the door and locks it, then takes the GLOCK 19 out of her purse. She opens the closet door and shoves the gun into a HAMPER. Then, suddenly aware of Lester's scent, she grabs as many of his clothes as she can and pulls them to her, burying her face in them. She sinks to her knees, pulling several items of clothing down with her, and she begins to cry.

EXT. AMUSEMENT PARK - NIGHT

IN BLACK & WHITE:

A younger Carolyn sits across from us in one of those SPINNING-TEACUP RIDES, LAUGHING uncontrollably as she twists the wheel in front of her, making us SPIN even faster.

LESTER (V.O.)

(with love)

And... Carolyn.

EXT. PARKING LOT - DAY

On VIDEO: We're watching the video Ricky showed Jane earlier, of the empty white PLASTIC BAG being blown about. The wind carries it in a circle around us, sometimes whipping it about violently, or, without warning, sending it soaring skyward, then letting it float gracefully down to the ground...

LESTER (V.O.)

I guess I could be pretty pissed off about what happened to me... but it's hard to stay mad, when there's so much beauty in the world. Sometimes I feel like I'm seeing it all at once, and it's too much, my heart fills up like a balloon that's about to burst...

EXT. - ROBIN HOOD TRAIL - DAY

We're FLYING once again over Robin Hood Trail, ASCENDING SLOWLY.

LESTER (V.O.)

...and then I remember to relax, and stop trying to hold on to it, and then it flows through me like rain and I can't feel anything but gratitude for every single moment of my stupid little life...

(amused)

You have no idea what I'm talking about, I'm sure. But don't worry...

FADE TO BLACK.

LESTER (V.O.) (cont'd)

You will someday.