Home | 0-9 | A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z
 

Legally Blonde Script
(Edit)

                                     "LEGALLY BLONDE"

                                      Screenplay by

                          Karen McCullah Lutz and Kirsten Smith

                               Shooting Draft July 31, 2000

                

               INT. DELTA GAMMA HOUSE - DAY

               "HEAD OVER HEELS" by the Go-Go's plays as we wind through a 
               flock of abstract, silky, golden strands -- PULLING BACK, to 
               discover that the strands are hair on a BLONDE GIRL's head. 
               But not just any blonde girl, a girl in Delta Gamma, the 
               blondest, most beautiful sorority at USC.

               We PULL BACK further to see that she's signing a handmade 
               card. She holds it up  OVER HER SHOULDER, we see hearts and 
               glitter surrounding and "Good Luck Tonight!" and "Elle and 
               Warner forever!."

               She carries the card out of her room and we FOLLOW HER across 
               the hall, into the room of --

               THREE BLONDE CHEERLEADERS, who stop practicing their pom-pom 
               routine to sign the card. As they finish, we follow the Card 
               Girl out and into the room of --

               A BLONDE GIRL IN A TANK TOP and shorts, working out on a 
               Stairmaster as "General Hospital" plays on a tiny TV. She 
               signs the card while continuing to exercise. We move on, to 
               the room of --

               A BLONDE GIRL MAKING OUT WITH HER BOYFRIEND who stops long 
               enough to sign the card, as her boyfriend nibbles on her 
               neck. She hands the card back and we head into the room of --

               A BLONDE PARTY GIRL who pours a pink frozen margarita into a 
               glass from the blender, then passes it down to ANOTHER BLONDE 
               GIRL, assembly-line style. The card goes one way, being 
               signed, as the drinks go the other.

               Once the card arrives back in the Card Girl's hands, we follow 
               her out of the room and down the hall until she reaches the 
               very last and biggest door --

               She puts a kiss mark on the card, then kneels down and slides 
               the card under the door.

               INT. ELLE'S DELTA GAMMA ROOM - DAY - CONTINUOUS

               The CARD slides into the pink room, hitting the feet of 
               UNDERDOG, a tiny chihuahua  who picks it up in his mouth and 
               trots it over to a pair of perfectly pedicured feet in strappy 
               sandals.

               An equally perfectly manicured hand with a "Sisters Forever" 
               charm bracelet dangling from the wrist, scoops up Underdog.

               As he rises, we RISE WITH HIM, passing toned, waxed, tanned 
               legs in pink Prada pedal pushers and a pair of perky boobs 
               encased in a spaghetti-strap top -- until we finally reveal 
               a magnificent head of long blonde hair and a sweet, beautiful 
               face. This is ELLE WOODS, 21, the Goddess Queen of Delta 
               Gamma. She talks on a pink, fuzzy phone.

                                     ELLE
                              (into the phone)
                         I love you, too!

               Behind her, a "Go USC" banner is pinned to the pink wall. A 
               stack of "Cosmopolitan"s and "Glamour"s teeters on the 
               dresser. The closet overflows with trendy, designer clothes 
               in a predominance of pink.

                                     ELLE
                              (into phone)
                         I'll see you tonight.

               She hangs up and lets out a squeal of joy, kissing Underdog's 
               head and taking the card out of his mouth. She reads it, 
               touched.

                                     ELLE
                         "Elle and Warner forever". Aww...

               Underdog yips.

               INT. DELTA GAMMA HOUSE - LIVING ROOM - DAY - SAME TIME

               A Delta Gamma/Sigma Chi barbecue in full swing. Beautiful 
               college students drink beer and mingle, trying to figure out 
               who they're going to sleep with next.

               The main wall of the living room has been designated as a 
               "Model Wall" of Delta Gamma girls -- ELLE smiles at us from 
               a Hawaiian Tropic ad and a Miss June USC calendar photo. A 
               cover of an Italian Vogue shows a blonde sexpot MARGOT; a 
               USC cheerleader poster displays a hard-bodied non-blonde 
               SERENA in a pom-pom pose.

               Serena walks up, fending off an admirer.

                                     SERENA
                         Jeremy, enough! I am not going to 
                         formal with you.

               Jeremy slinks off as Margot arrives, agitated.

                                     MARGOT
                         Can someone please tell Rick that he 
                         is not the only Sigma Chi with a big 
                         penis?

                                     ELLE (O.S.)
                         You guys are so sweet!

               ELLE, a vision of fluffy blondeness, runs down the stairs 
               toward Serena and Margot, holding the card.

                                     ELLE
                         But I'm not positive it's gonna happen 
                         tonight --

                                     SERENA
                         Helloo... he just had lunch with his 
                         grandmother. You know he got "The 
                         Rock".

                                     MARGOT
                         Why else would she have flown in 
                         from Newport? It's not like she'd 
                         Fed Ex a six carat diamond.

                                     ELLE
                              (excited)
                         You think?

                                     SERENA
                         I can't believe you're getting 
                         engaged!

               The three girls jump up and down, squealing and hugging.

                                     ELLE
                         C'mon -- you have to help me pick 
                         out the perfect outfit.

               As they head toward the door, Elle spots Amy, a shy girl in 
               a delta gamma pledge sweatshirt, standing alone.

                                     ELLE
                         Amy, what's wrong?

                                     AMY
                         I don't really -- know anyone.

                                     ELLE
                              (teasing)
                         That's because you spend too much 
                         time in the library. Come with me.
                              (to Serena and Margot)
                         I'll meet you outside.

               As they go, Elle leads Amy over to a group of jovial Sigma 
               Chi brothers.

                                     ELLE
                         Brandon, Jason, Grant -- this is 
                         Amy. Why don't you tell her about 
                         the time you guys went golfing naked?

               Elle winks at Amy and heads off as the guys launch into their 
               story.

                                     BRANDON
                         It was classic. Jason hit with wood 
                         all day.

                                     GRANT
                         And we never ran out of balls --

               Amy laughs.

               INT. SUNSET PLAZA BOUTIQUE - DAY

               Serena and Margot watch as Elle stands in front of a mirror, 
               trying on a Herve Leger white mini-dress. Sexy and ultra- 
               tight.

                                     ELLE
                         Too demure?

                                     MARGOT
                         I think you should go with red. It's 
                         the color of confidence.

                                     ELLE
                         Well, I don't want to look like I 
                         know what's coming...

                                     SERENA
                         I don't understand why you're 
                         completely disregarding your signature 
                         color.

               She holds up a tiny pink slipdress.

                                     ELLE
                         He's proposing! I can't look like I 
                         would on any date. This is the date. 
                         The night I'll always remember. I 
                         want to look special. Bridal... but 
                         not like I suspect anything.

               ACROSS THE STORE

               A SALESWOMAN looks at her cohort.

                                     SALESWOMAN
                              (sotto)
                         There's nothing I love more than a 
                         dumb blonde with daddy's plastic.

               She grabs a dress off the Clearance Sale rack, ripping off 
               the "HALF PRICE" TAG.

               ON ELLE AND THE GIRLS

                                     SERENA
                         I can't wait to see you wearing The 
                         Rock!

               Elle looks at them, suddenly concerned.

                                     ELLE
                         What if -- you know -- it's not the 
                         night?

                                     MARGOT
                         Why else would he be taking you to 
                         The Ivy? You've been dating for a 
                         year -- it's not like he's trying to 
                         impress you.

                                     SERENA
                         Elle, you've heard the man pass gas 
                         in his sleep. That practically means 
                         you're pre-engaged.

               The Saleswoman approaches with the dress, kiss-assy smile on 
               her face.

                                     SALESWOMAN
                         Did you see this one? We just got it 
                         in yesterday.

               Elle fingers the dress, then the new price tag, looking back 
               at the saleswoman, excited.

                                     ELLE
                         Is this a low-viscosity rayon?

                                     SALESWOMAN
                         Uh, yes -- of course.

                                     ELLE
                         With half-loop top-stitching on the 
                         hem?

                                     SALESWOMAN
                              (smiling a lie)
                         Absolutely. It's one of a kind.

               Elle hands the dress back to her, no longer pretending to be 
               excited.

                                     ELLE
                         It's impossible to use a half-loop 
                         topstitch on low-viscosity rayon. It 
                         would snag the fabric. And you didn't 
                         just get this in, because I remember 
                         it from the June Vogue a year ago, 
                         so if you're trying to sell it to me 
                         at full price, you picked the wrong 
                         girl.

               The saleswoman slinks off, embarrassed.

                                     MARGOT
                              (to the saleswoman)
                         Nice try...

               Elle shakes her head and turns back to the girls as she slips 
               on her Manolo Blahnik sandals, doing one last mirror check, 
               smoothing down her golden mane.

                                     ELLE
                              (dramatically)
                         Girls, this is it. In a few hours, 
                         I'll be the future Mrs. Warner 
                         Huntington III.

               EXT. DELTA GAMMA HOUSE - NIGHT

               An attractive male finger presses the doorbell.

               INT. DELTA GAMMA HOUSE - FOYER - NIGHT - SAME TIME

               Amy peeks through the peephole and turns.

                                     AMY
                              (whispering)
                         He's here!

               Elle, standing nearby with Margot and Serena and several 
               other DG's, smooths down her dress and takes a deep breath, 
               opening the door to find --

               WARNER HUNTINGTON, III, 21, tall, chiseled and outrageously 
               handsome. He takes her in, a smile spreading across his face.

                                     WARNER
                         You're beautiful.

                                     ELLE
                         So are you!

               She looks up at him, blushing and completely smitten. They 
               kiss. After a moment, Warner extracts himself.

                                     WARNER
                              (nervous)
                         You ready?

               Her face is awash with devotion.

                                     ELLE
                         I am so ready.

               EXT. THE IVY - NIGHT

               Warner and Elle are seated at a cozy table on the patio.

               Elle takes a sip from her freshly poured champagne flute.

               Nervous and excited.

                                     ELLE
                         Here's to us.

               Warner is slower to sip his.

                                     WARNER
                         The reason I wanted to come here 
                         tonight was to discuss our future.

               Elle is on the edge of her seat.

                                     ELLE
                         I'm fully amenable to that discussion.

                                     WARNER
                         I mean, we're having a lot of fun 
                         now -- but things are gonna be 
                         different when I'm at Harvard. Law 
                         school is a completely different 
                         world. I need to be serious.

                                     ELLE
                         Of course.

                                     WARNER
                         My family expects a lot from me. And 
                         I expect a lot from me. I plan on 
                         running for office some day.

                                     ELLE
                         And I fully support that.

                                     WARNER
                         But the thing is, if I'm gonna be a 
                         senator by the time I'm thirty -- I 
                         can't keep dicking around.

                                     ELLE
                         I completely agree.

                                     WARNER
                         That's why I think it's time for us 
                         to --

               Elle takes a deep breath, filled with anticipation.

                                     WARNER
                         I think we should break up.

               Elle's champagne glass drops from her hand and CRASHES onto 
               the patio.

                                     ELLE
                         What?

               Elle starts to flush, completely caught off guard.

                                     WARNER
                         I'm sorry, Elle, I just --

                                     ELLE
                         You're breaking up with me?!
                              (tearing up)
                         I thought you were proposing.

                                     WARNER
                         Proposing?! Elle, If I'm going to be 
                         a politician, I need to marry a 
                         Jackie, not a -- Marilyn.

                                     ELLE
                              (stunned)
                         You're breaking up with me because 
                         I'm too -- blonde?

                                     WARNER
                         That's not entirely --

                                     ELLE
                         Then what? My boobs are too big?

                                     WARNER
                         Elle -- no -- your boobs are fine --

               Her tears start.

                                     ELLE
                         So when you said you'd always love 
                         me, you were just "dicking around"?

               Warner looks around the restaurant nervously.

                                     WARNER
                         I do love you, Elle. I just can't 
                         marry you. You have no idea the 
                         pressure I'm under. My family has 
                         five generations of senators. My 
                         brother is in the top three at Yale 
                         Law. He just got engaged to a 
                         Vanderbilt, for crissakes.

               Elle stares at him aghast, tears streaming down her face, 
               then pushes her chair away from the table and walks out.

                                     WARNER
                         It's not like I have a choice, 
                         sweetheart.

               He follows her out.

               EXT. STREET - NIGHT

               Elle teeters down the sidewalk as best she can in her three 
               inch heels, sobbing. Warner pulls up alongside her in his 
               convertible Saab.

                                     WARNER
                         C'mon. Let me take you home.

                                     ELLE
                         No.

                                     WARNER
                         Elle -- it's twenty miles back to 
                         campus.

               Elle stops, thinks a minute, then gets in, still crying.

               Catching her poofy little purse in the door. She re-opens 
               it, yanking the purse back in. Warner pulls out.

               EXT. DELTA GAMMA HOUSE - USC - NIGHT

               Warner pulls up in front. It's a starry, romantic night.

               Everything should be perfect. It's not.

               Elle sits, still in shock, as tears continue to eke out.

                                     WARNER
                         Elle, believe me, I never expected 
                         to be doing this, but I think it's 
                         the right thing to do.

                                     ELLE
                         How can it be the right thing if 
                         we're not together?

                                     WARNER
                         I have to think about my future. And 
                         what people expect from me.

                                     ELLE
                         So you're breaking up with me because 
                         you're afraid your family won't like 
                         me?
                              (through her tears)
                         Everybody likes me!

                                     WARNER
                         East coast people are different.

                                     ELLE
                         Just because I'm not a Vanderbilt, 
                         all of a sudden I'm white trash? I 
                         grew up in Bel Air, Warner! Across 
                         the street from Aaron Spelling! I 
                         think most people would agree that's 
                         way better than a Vanderbilt --

                                     WARNER
                         I told you, Elle. I need someone -- 
                         serious.

                                     ELLE
                         I'm seriously in love with you -- 
                         Isn't that enough?

               He looks away.

                                     WARNER
                         I'm sorry.

               She gets out of the car and drags herself up the stairs to 
               her sorority house. When she's at the top, she turns back to 
               look at him. His perfect cheekbones highlighted by the 
               streetlamp.

               He meets her eyes, pained, but determined. Then pulls away, 
               leaving her there.

               INT. DELTA GAMMA HOUSE - USC - NIGHT

               Elle walks down the pink and green carpeted hall, dazed and 
               tear-stained.

               Margot and Serena emerge from the bathroom, post-shower. 
               Getting ready for a night out.

                                     MARGOT
                         Why are you back so soon?

               Serena sees Elle's bare hand.

                                     SERENA
                         Did he forget the ring?

               Elle silently walks into her room. Serena and Margot follow, 
               worried.

               INT. ELLE'S DELTA GAMMA ROOM - NIGHT - CONTINUOUS

               Elle slumps down in an inflatable chair, hugging her knees 
               and cowering in a wretched little ball. Underdog stares at 
               her, concerned.

               Serena and Margot stand in the door.

                                     MARGOT
                         Elle?

                                     SERENA
                         Where's the Rock?

                                     ELLE
                         We're not engaged. It's over!

                                     SERENA AND MARGOT
                         WHAT?!

                                     ELLE
                         He broke up with me!

               Serena and Margot gasp in horror, rushing to her side.

                                     SERENA
                         Is it a Kappa?

                                     MARGOT
                         It's not a Theta --

                                     ELLE
                         No -- it's just -- not me.

                                     SERENA
                         I'm canceling the mixer. We'll 
                         blacklist Sigma Chi.

                                     ELLE
                         Thank you, Serena, but I don't think 
                         it'll do any good.

                                     SERENA
                         What happened?

               Elle starts to lose it again.

                                     ELLE
                         I don't know! Everything was normal 
                         at first and then he said he needed 
                         someone more --
                              (sob-choked)
                         Serious!

                                     MARGOT
                         Serious?! Who the hell does he think 
                         he is? You're the most popular month 
                         on the USC calendar!

               She points to Elle's "Miss June" page, hanging on the wall.

                                     SERENA
                         Oh, he is so over on this campus.

                                     ELLE
                         I just don't understand what went 
                         wrong --

                                     MARGOT
                         Maybe it's the grandmother. Have you 
                         ever met her?

               Elle wipes her face.

                                     ELLE
                         Last month on his birthday. And she 
                         liked me! She said I looked like 
                         Britney Spears. Why would you say 
                         that to someone you didn't like?

               They shrug, mystified.

                                     SERENA
                         How could this happen?

                                     ELLE
                         I don't know! I don't know anything 
                         any more!
                              (wiping a tear)
                         I just need to be by myself.

                                     SERENA
                         Are you sure?

               Elle nods. The girls rise, hugging her.

                                     MARGOT
                         We still love you. Sisters forever!

                                     ELLE
                              (sniffling)
                         Thank you. I love you, too.

               As they go, Margot looks at Serena.

                                     MARGOT
                         Oh, God. What if Josh doesn't think 
                         I'm serious enough?

                                     SERENA
                         Helloo... you let him have anal sex 
                         with you.
                              (TV VERSION)
                         Helloo... you let him videotape you 
                         diddling yourself.

                                     MARGOT
                         You're right. Phew!

               As the girls go, they shut the door behind them.

               Elle gets up and grabs a FRAMED PHOTO of Warner, then lies 
               down on her bed, clutching it to her heart. Underdog leaps 
               up and gives her little doggy kisses.

               EXT. DELTA GAMMA HOUSE - DAY

               The sun rises on a sad day. "HOPELESSLY DEVOTED" by Olivia 
               Newton-John plays.

               INT. DELTA GAMMA HOUSE - HALLWAY - DAY

               Amy knocks on Elle's door.

                                     AMY
                         Elle?

               ANOTHER SISTER passes.

                                     ANOTHER SISTER
                              (whispering)
                         Didn't you hear?

               She leads a reluctant Amy down the hall.

               INT. ELLE'S DELTA GAMMA ROOM - DAY

               Spread out on the bed are PICTURES of Elle and Warner: The 
               Sigma Chi formal; their Homecoming Queen and King "wave"; a 
               60's party; Mardi Gras night; beach weekend at Coronado.  

               Next to the pictures are thirty dried Ecuardorian long-stemmed 
               pink roses, remnants of their one year anniversary.

               In the center sits Elle, wearing Warner's old oversized Sigma 
               Chi t-shirt, clutching a Gund teddybear. Depressed and looking 
               like hell, she speaks to an unseen confidante.

                                     ELLE
                         I just love him so much! I loved him 
                         the first moment I saw him. He's 
                         beautiful and smart and someone I 
                         totally respect. And I did everything 
                         I could to make him love me, but it 
                         wasn't enough. Now what am I supposed 
                         to do? I planned my whole future 
                         around him. My life was going to be 
                         all about Warner. Now what's it going 
                         to be about?

               She looks up -- waiting. Staring back at her is Underdog -- 
               who sadly has no answers for her.

               INT. ELLE'S DELTA GAMMA ROOM - DAY

               Elle remains in bed, Underdog now clutched to her chest, 
               soaps on the TV.

                                     TV SOAP STUD
                              (on TV)
                         "Oh, darling. I'll love you forever."

                                     ELLE
                              (teary)
                         Bullshit!

               Serena and Margot enter, bearing Jamba Juice.

                                     MARGOT
                         Honey, stop! You have to leave this 
                         room -- it's been a week.

                                     ELLE
                         So?

               Serena sits down on the edge of the bed, trying to psyche 
               Elle up.

                                     SERENA
                         What's the thing that always makes 
                         us feel better, no matter what?

                                     MARGOT
                         Cunnilingus?

               Elle lets out a wail, realizing what she'll be missing. Serena 
               shoots Margot a stern look.

                                     SERENA
                         No -- the thing after that.

               INT. UPSCALE MANICURE SHOP - DAY

               A row of uniformed manicurists and their classy clients. 
               Chattering away. Therapy in full session. Serena sits in 
               front of her regular nail technician.

                                     SERENA
                         It was awful. We all thought she'd 
                         be the first to walk down the aisle 
                         and now she's totally adrift.

               The nail technician shakes her head in shared girl-powerangst -- 
               looking over at Elle, who sits in the waiting area, shell-
               shocked, but showered. Elle picks up the only magazine left 
               on the table -- "Town & Country". She wrinkles her nose. An 
               OLD LADY next to her reads "Seventeen". Elle looks at her, 
               begrudging the access to teen beauty tips, and flips through 
               "Town & Country" noisily until she freezes on -- the 
               Engagement Section. She gasps.

                                     ELLE
                         Oh, my God!

               She looks at a PHOTO of a horse-faced YOUNG WOMAN standing 
               next to a THREE-YEARS-OLDER VERSION OF WARNER. She turns to 
               the old lady next to her.

                                     ELLE
                         Do you know who this is?

               The old lady looks.

                                     OLD LADY
                         No.

                                     ELLE
                         It's Warner's older brother!

                                     OLD LADY
                         Who?

               Elle continues, undaunted.

                                     ELLE
                         He just got engaged to this -- this 
                         very unfortunate-looking girl.
                              (reading)
                         "Third year Yale Law student Putnam 
                         Bowes Huntington III and his fiancee 
                         Layne Walker Vanderbilt, first year 
                         Yale Law."

               She turns to the old lady.

                                     ELLE
                         This is the type of girl Warner wants 
                         to marry. This is what I need to 
                         become to be serious.

               The old lady looks at the picture.

                                     OLD LADY
                         Butt ugly?

                                     ELLE
                         No -- a law student.

               Elle rushes out. Serena looks after her.

                                     SERENA
                         Elle?
                              (turning back to her 
                              nail technician)
                         She'll never get him back with those 
                         cuticles.

               INT. COUNSELOR'S OFFICE - DAY

               Elle sits in front of her ADVISOR.

                                     ADVISOR
                              (flummoxed)
                         Harvard Law School?

                                     ELLE
                         That's right.

                                     ADVISOR
                         But it's a top three school --

                                     ELLE
                              (offended)
                         I have a 4.0.

                                     ADVISOR
                         Yes, but your major is Fashion 
                         Merchandising. Harvard won't be 
                         impressed that you aced "History of 
                         Lycra". What are your backups?

                                     ELLE
                         I don't need backups. Harvard is the 
                         school I'm going to.

               He decides to humor her.

                                     ADVISOR
                         Well, then. You'll need excellent 
                         recommendations from your professors, 
                         a heck of an admissions essay and at 
                         least a one-seventy-five on your 
                         LSATs.

                                     ELLE
                              (confident)
                         I once had to judge a Theta Chi Tighty-
                         Whitey contest. Trust me -- I can 
                         handle anything.

               INT. ELLE'S DELTA GAMMA ROOM - DAY

               Elle sits on the floor surrounded by piles of LSAT prep books, 
               the framed photo of Warner, and Underdog.

               There's a KNOCK at the door as Serena and Margot peek inside, 
               gasping in horror at the sight of books.

                                     MARGOT
                         What are you doing?!

               Elle smiles brightly at them.

                                     ELLE
                         Reading about the LSATs.

               Margot looks at Serena, confused.

                                     SERENA
                              (in a horrified whisper)
                         My cousin had them. Apparently you 
                         get a really bad rash on your --

               Elle interrupts her.

                                     ELLE
                         The LSATs are an exam.

               She takes a deep breath.

                                     ELLE
                         Girls -- I'm going to Harvard!

                                     SERENA
                         What, like on va-kay?

                                     MARGOT
                         Let's all go! Road trip!

                                     SERENA
                         Wait -- Cecil has a condo in Tahoe. 
                         Let's go there!

                                     ELLE
                         No -- I'm going to law school at 
                         Harvard.

               They look at her, confused.

                                     MARGOT
                         Why?!

                                     SERENA
                         I mean, I know you're upset and all, 
                         but can't you just take a sedative?

               Elle rolls her eyes at their naivete.

                                     ELLE
                         Once Warner sees me as a serious law 
                         student, he'll want me back. It's a 
                         completely brilliant plan!

                                     MARGOT
                         But isn't it kind of hard to get 
                         into law school?

                                     ELLE
                         I have the highest GPA in Delta Gamma!

               Margot pulls something off her wrist and hands it to Elle.

                                     MARGOT
                         Here. You're gonna need this.

                                     ELLE
                         Your scrunchie?

                                     MARGOT
                         My lucky scrunchie. It helped me 
                         pass Spanish.

               Serena rolls her eyes and looks at Margot disapprovingly.

                                     SERENA
                         You passed Spanish because you gave 
                         Professor Montoya a hand-job after 
                         the final.

                                     MARGOT
                              (duh)
                         Yeah, luckily.

               A MONTAGE OF THE NEXT 3 MONTHS BEGINS WITH...

               EXT. WOODS' BEL AIR BACKYARD - DAY

               ON VIDEO, Elle sits in a Jacuzzi in her bikini.

                                     ELLE
                              (to the camera)
                         My name is Elle Woods and for my 
                         admissions essay, I'd like to tell 
                         all of you at Harvard why I'm going 
                         to make an amazing lawyer.

               INT. KAPPA SIG LIVING ROOM - NIGHT

               The girls watch a horror movie with Kappa Sigs. Eating popcorn 
               and drinking red wine.

               Off to the side, Elle reads an LSAT Study Guide.

               INT. DELTA GAMMA HOUSE - LIVING ROOM - DAY

               ON VIDEO, a Delta Gamma chapter meeting takes place.

                                     ELLE (V.O.)
                         As president of my sorority, I'm 
                         skilled at commanding the attention 
                         of a room and discussing important 
                         issues.

               Elle bangs a gavel, as she sits in front of her sisters.

                                     ELLE
                         It has come to my attention that the 
                         maintenance staff is switching our 
                         toilet paper from Charmin to generic. 
                         All those opposed to chafing, please 
                         say "aye".

               The sisters "AYE" in unison. Underdog barks his approval.

               INT. CLASSROOM - NIGHT

               "LSAT Prep Course" is written on the board. Elle and forty 
               other law school hopefuls take notes furiously as practice 
               questions are reviewed. 

               EXT. WOODS BACKYARD POOL - DAY

               ON VIDEO, FROM ABOVE, we see Elle as she floats on a raft in 
               her pool, in a pink Versace bikini. She addresses the camera.

                                     ELLE
                              (to the camera)
                         I'm able to recall hundreds of 
                         important details at the drop of a 
                         hat.

               We reveal Margot on a raft beside her.

                                     MARGOT
                              (badly acting)
                         Elle, do you know what happened on 
                         "Days of Our Lives" yesterday?

                                     ELLE
                         Why, yes, Margot, I do. Once again, 
                         we joined Hope in the search for her 
                         identity. As you know, she's been 
                         brainwashed by the evil Stefano --

               INT. DELTA GAMMA HOUSE - LIVING ROOM - DAY

               Elle takes a practice LSAT exam as Serena, Margot and a few 
               other Delta Gammas do their butt-crunches in the Delta Gamma 
               living room.

               Serena, while clenching her tush, hits a stop watch and Elle 
               starts writing furiously.

                                                               DISSOLVE TO:

               Margot is now on all-fours, doing donkey kicks as she grades 
               Elle's practice exam. She writes "143" on top and holds it 
               up to Elle.

               Elle slumps with frustration.

               EXT. BEACH - DAY

               ON VIDEO, Elle is rollerblading in shorts and a tank top.

                                     ELLE
                              (to the camera)
                         And the laws and bi-laws of civil 
                         obedience are crucial to my life --

               Serena skates by and fake-elbows Elle.

                                     ELLE
                              (calling after her)
                         No shoving on the skate path! City 
                         ordinance 22G!

               INT. LIBRARY STUDY ROOM - NIGHT

               Elle sits in front of Amy, as Amy quizzes her with practice 
               LSAT questions. Books are piled high around them.

               Elle gazes out the window to see -- Warner and some 
               BARECHESTED FRATERNITY BOYS carrying a keg across the quad. 
               Her eyes light up and she looks at Amy pleadingly. Amy shakes 
               her head no. Elle slumps, then rises and goes to the window, 
               closing the shades and getting back to work.

               EXT. USC CAMPUS - DAY

               ON VIDEO, Elle addresses the camera.

                                     ELLE
                         I feel confident using legal jargon 
                         in daily life.

                                                                    CUT TO:

               ON VIDEO, Elle walks across campus with Underdog in her purse, 
               feigning staged innocence. A RANDOM FRAT BOY pinches her 
               butt. She slaps his hand, dramatically.

                                     ELLE
                         I object!

               INT. AUDITORIUM - DAY

               "LSAT EXAM - Sections 1-6" is scrawled on the chalk board.  
               Elle sits in an auditorium with about 90 other students, 
               LSAT booklet open, filling in answers. Concentrating so hard 
               she's practically getting a forehead wrinkle.

               INT. ELLE'S DELTA GAMMA ROOM - DAY

               ON VIDEO, Elle speaks to the camera.

                                     ELLE
                              (to the camera)
                         I've seen every episode of "The 
                         Practice" and I'm even on speaking 
                         terms with Dylan McDermott.

                                                                    CUT TO:

               EXT. DYLAN MCDERMOTT'S HOUSE - DAY

               Dylan McDermott gets into his car and pulls out of his 
               driveway.

               VIDEOTAPING MADLY, the girls follow in Elle's Boxster.

                                     SERENA
                         There he is!

                                     MARGOT
                         Pull up next to him!

               Elle swerves around to pull up next to Dylan McDermott. They 
               scream at him as Serena videotapes.

                                     ELLE
                         Dylan! We love you!

               Dylan McDermott burns rubber as he flees.

               EXT. USC CAMPUS - DAY

               ON VIDEO, Elle jogs while she addresses the camera.

                                     ELLE
                              (To camera)
                         I'm totally focused and goal-oriented. 
                         Plus I'm able to sway people with my 
                         very convincing arguments.

               She turns to Serena, jogging next to her.

                                     ELLE
                         Calvin Klein's spring line is 
                         atrocious. Don't you agree?

                                     SERENA
                              (convinced)
                         Absolutely!

               INT. DELTA GAMMA HOUSE - FOYER - DAY

               Amy rushes in with a stack of mail, waving an LSAT envelope 
               as she calls out.

                                     AMY
                         It's here!

               Elle rushes down the stairs as the other Delta Gammas gather 
               around. Elle takes the envelope and says a quick prayer.

                                     ELLE
                         One seventy-five... one seventy- 
                         five...

               She opens it and stares at it for a long moment. Then turns 
               it to the crowd and raises it above her head in triumph. The 
               girls immediately begin jumping up and down as group joy 
               ensues. Underdog yips with pride. The MONTAGE ENDS.

               INT. HARVARD LAW ADMISSIONS OFFICE - DAY

               ON THE TV, Elle stands up in the Jacuzzi.

                                     ELLE
                              (on TV)
                         And that's why you should vote for 
                         me. Elle Woods. Future lawyer. For 
                         the Class of 2003.

               The video is PAUSED, as three ADMISSIONS GUYS in their 4.0's 
               sit at a table piled high with applications, the DEAN OF 
               ADMISSIONS at the head of it. STUNNED SILENCE fills the room.

               Finally one of them speaks.

                                     ADMISSIONS GUY #1
                         That was certainly a very --
                              (adjusting himself)
                         Imaginative essay.

                                     ADMISSIONS GUY #2
                              (to the Dean)
                         She does have a 4.0 from USC and she 
                         got a one-seventy-nine on her LSATs.

                                     DEAN OF ADMISSIONS
                         A fashion major?

                                     ADMISSIONS GUY #3
                         Well, we've never had one before... 
                         aren't we always looking for 
                         diversity?

                                     AMISSIONS GUY #1
                         Her list of extracurriculars is 
                         impressive.

               The Dean looks at her application.

                                     DEAN OF ADMISSIONS
                              (unimpressed)
                         She was in a Ricky Martin video --

                                     ADMISSIONS GUY #2
                         Clearly, she's interested in music...

                                     DEAN OF ADMISSIONS
                              (reading on; skeptical)
                         She also designed a line of faux fur 
                         panties for her sorority's charity 
                         project --

                                     ADMISSIONS GUY #3
                         Then she's a friend to animals as 
                         well as a philanthropist.

                                     ADMISSIONS GUY #1
                         I think it's obvious that she's a 
                         very well-rounded individual.

               He points to Elle -- freeze-framed in her bikini-top on video, 
               on the TV. The admissions guys look to the Dean. He folds.

                                     DEAN OF ADMISSIONS
                         Elle Woods -- Welcome to Harvard.

               EXT. WOODS' BACKYARD - DAY

               Elle's parents -- DANIEL, in tennis clothes, and the 
               facelifted SAPPHIRE -- stare at Elle over juice by the pool.

                                     DANIEL
                              (frowning)
                         Law school?

               Sapphire puts a hand to her throat in distress. Elle is 
               confused.

                                     ELLE
                         It's a perfectly respectable place...

                                     DANIEL
                         Sweetheart, you don't need law school. 
                         Law school is for people who are 
                         boring and ugly and serious. And 
                         you, button, are none of those things.

               Sapphire is in agreement.

                                     SAPPHIRE
                         You were first runner-up in the Miss 
                         Hawaiian Tropic contest. Why throw 
                         all that away?

                                     ELLE
                         Because this is what I want. I've 
                         worked hard for it. Don't you 
                         understand that this is important to 
                         me?

               She looks at her uncomprehending parents.

                                     ELLE
                         Going to Harvard is the only way I 
                         can get the love of my life back!

               Sapphire looks at her, still not getting it.

                                     SAPPHIRE
                         Can't you just suck his wiener?
                              (TV VERSION)
                         Can't you just get your nose done?

               Elle reacts to her mother's skewed logic.

               EXT. HARVARD DORM - DAY

               Pale, studious LAW STUDENTS clad in earth tones, move into 
               their dorm, carrying in their spartan belongings (coffee 
               makers, books, computers). In the distance, a HAPPY POP SONG 
               (perhaps "Heaven Tonight by Hole) is heard. As it gets louder, 
               heads turn to see -- A silver, convertible Boxster driving 
               up, Elle at the wheel, MUSIC BLASTING. A large MOVING VAN 
               follows the Boxster.

               People lean out of their windows, buzzing with interest as -- 

               Elle's car stops in front of the dorm. She hops out, scooping 
               up Underdog and looking every inch the LA-Fred-Segal glamour-
               queen, as she looks around with a smile.

               Elle looks at Underdog.

                                     ELLE
                         We're here!

               She bends down to pour some Evian into his inflatable doggy 
               dish, inadvertently revealing cleavage to a passing 
               BESPECTACLED BOY (several yards away).

               He trips, dropping his I-MAC. It shatters into a million 
               pieces.

               Not noticing, Elle stands and turns to two MOVING GUYS who 
               are hauling a pink, faux-fur love seat and a potted palm 
               tree out of the truck.

                                     ELLE
                         This way, guys!

               With a beauty queen smile in place, she strides into the 
               dorm as the other students watch in amazement.

               HANGING OUT OF THE WINDOW

               ARROGANT AARON, a Mensa geek with attitude, turns to his 
               roommate.

                                     ARROGANT AARON
                         Whose knob did she honk to get in 
                         here?

               EXT. LAW SCHOOL QUAD - DAY

               "Welcome Law Students Class of 2003" banners hang over 
               orientation tables manned by second year law students (2L's) 
               wearing red t-shirts. Club tables with banners that read 
               "Harvard Law Journal" and "Environmental Law Association" 
               are set up nearby.

               Elle takes a packet from a fuzzy MALE 2L.

                                     FUZZY 2L
                         Class schedule, map, book list.

                                     ELLE
                         Has Warner Huntington checked in 
                         yet?

                                     FUZZY 2L
                              (checking)
                         Uh, no. Maybe you should try the 
                         Lido deck.

               She frowns and starts to move on, but then looks through the 
               packet with a frown and turns back.

                                     ELLE
                         Wait -- my social events schedule is 
                         missing.

                                     FUZZY 2L
                         Your what?

                                     ELLE
                         You know -- mixers, formals, beach 
                         trips.

                                     FUZZY 2L
                              (deadpan)
                         There's a pizza welcome lunch in 
                         twenty minutes. Does that count?

                                     ELLE
                              (wrinkling her nose)
                         I guess it'll have to...

               The Fuzzy Guy looks at the red-shirted BALD 2L next to him, 
               as Elle walks off.

                                     FUZZY 2L
                         What the hell was that?

                                     BALD 2L
                              (watching her go)
                         Malibu Barbie lives.

               EXT. HARVARD LAW SCHOOL - OUTDOOR GARDEN - DAY

               Elle sits at the outdoor table, ignoring her slice of pizza, 
               as she looks around for Warner. Not finding him, she turns 
               her attention to the Group Leader, a BURNED OUT 2L in a red 
               t-shirt.

                                     BURNED OUT 2L
                         Okay. Welcome to law school. This is 
                         the part where we go around in a 
                         circle and everyone says a little 
                         bit about themselves. Let's start 
                         with you.

               He gestures at a guy with glasses, DORKY DAVID.

                                     DORKY DAVID
                         I have a Masters in Russian 
                         Literature, a Ph.D in Biochemistry, 
                         and for the last eighteen months, 
                         I've been de-worming orphans in 
                         Somalia.

                                     BURNED OUT 2L
                         Awesome. How about you, Enid?

               ENID, a militant feminista, looks up.

                                     ENID
                         Ph.D from Berkeley in Women's Studies -- 
                         emphasis in the History of Combat. 
                         And last year, I led the march for 
                         Lesbians Against Drunk Driving.

                                     BURNED OUT 2L
                         Killer.

               He looks at an intense guy in his late twenties, IVAN.

                                     INTENSE IVAN
                         I've got an MBA from Wharton, worked 
                         on Wall Street for four years, mushed 
                         in three ididarods and I've figured 
                         out how to crash the stock market in 
                         Sri Lanka if any of you want to get 
                         together later.

                                     BURNED OUT 2L
                         Sweet. What about you?

               He looks at Elle. She sits up straight.

                                     ELLE
                         I'm a Gemini. I have a Bachelors 
                         degree from USC, where I was Sigma 
                         Chi Sweetheart and president of Delta 
                         Gamma, and last year -- I was 
                         Homecoming Queen.

               She smiles, as the group leader nods, waiting.

                                     ELLE
                         Oh!
                              (dramatically)
                         Two weeks ago, I saw Cameron Diaz at 
                         Fred Segal -- and talked her out of 
                         buying a truly heinous angora sweater! 
                         Whoever said that orange is the new 
                         pink is seriously disturbed.

               She looks around, pleased. Enid' snickers as the rest of the 
               group stares at Elle, dumbfounded.

               INT. ELLE'S DORM ROOM - DAY

               A grey, dingy, cell-block style room -- now crammed with 
               Elle's clothes, the pink fluffy love seat and potted palm, 
               along with an Elliptical Cross-Trainer, pink flamingo party 
               lights and a neon pink margarita glass sculpture.

               Elle tries to shove a large law textbook into her tiny Prada 
               backpack to no avail. She gives up and tosses the book onto 
               the bed where Underdog leaps away to miss being squished.  

                                     ELLE
                         Wish me luck, Underdog. It's my first 
                         class as a serious law student.

               She kisses him and looks down at her completely inappropriate 
               skimpy Gucci outfit, which she accents by putting on trendy, 
               wire-rimmed glasses.

                                     ELLE
                              (to herself)
                         I totally look the part!

               INT. LAW SCHOOL HALLWAY - DAY

               Elle heads for a classroom, amidst a crowd of students who 
               eye her like she's an alien. She rounds a corner, seeing --

               WARNER, in all his handsome glory, looking over his schedule.

               She starts toward him, as if pulled by a magnetic force.

               Arrogant Aaron sees her passing by.

                                     ARROGANT AARON
                              (seductively)
                         Hello there...

               Elle keeps going, not even noticing him. Eyes only for Warner. 
               Arrogant Aaron stomps away, pissed at the perceived blow-
               off.

               As Elle gets closer to Warner, she opts for wandering past 
               him, seemingly oblivious to his presence.

                                     WARNER
                              (stunned)
                         Elle?!

               Elle turns, ultra-nonchalant.

                                     ELLE
                         Warner?! Oh my God, I completely 
                         forgot you were going here!

               He looks at her, confused. People walk by, staring.

                                     WARNER
                         What're you talking about? You're 
                         not here to see me?

                                     ELLE
                         No, silly. I go here.

                                     WARNER
                              (still confused)
                         You go where?

                                     ELLE
                         Harvard. Law school.

                                     WARNER
                         You got into Harvard Law?

                                     ELLE
                              (confused at his 
                              confusion)
                         What, like it's that hard?

               Warner stares at her -- completely discombobulated. She smiles 
               sweetly and makes a show of checking her watch.

                                     ELLE
                         Oops! Time for class. Meet me after? 
                         On the benches?

                                     WARNER
                         Uh -- sure.

               She sashays off with a confident smile.

               INT. CIVIL PROCEDURES CLASS - DAY

               Students file in and take their seats. Elle enters, looking 
               around nervously at the imposing auditorium. Arrogant Aaron, 
               next to her, leans over.

                                     ARROGANT AARON
                         If you're looking for the best seat, 
                         I hear the front row is the place to 
                         be.

               Elle smiles at him.

                                     ELLE
                         Thanks.

               INT. CIVIL PROCEDURES CLASS - DAY - LATER

               PROFESSOR ELSPETH STROMWELL, a tough-as-nails Grande Dame in 
               her 50's , addresses the class. Laptops abound -- except for 
               Elle, who has a fuzzy pink notebook and a pen with a pink 
               plastic heart on the end.

                                     PROFESSOR STROMWELL
                         A legal education means you will 
                         learn to speak in a new language. 
                         You will be taught to achieve insight 
                         into the world around you, and to 
                         sharply question what you know.

               Everyone soaks this up. Including Elle.

                                     PROFESSOR STROMWELL
                         The seat you've picked is yours for 
                         the next nine months of your life. 
                         Enjoy it. And those of you in the 
                         front row, beware...

               Elle, in the front row, between two UNSHOWERED BRANIACS, 
               looks around, panicked. One of the braniacs passes her the 
               seating chart and she has no choice but to sign her name.

               In the back, Arrogant Aaron nudges his friend and smiles.

                                     PROFESSOR STROMWELL
                         "The law is reason free from passion." 
                         Does anyone know who spoke those 
                         immortal words?

               Dorky David raises his hand.

                                     PROFESSOR STROMWELL
                         Yes?

                                     DORKY DAVID
                              (confidently)
                         Aristotle.

               Professor Stromwell approaches him the way Cruella de Ville 
               approaches a puppy.

                                     PROFESSOR STROMWELL
                         Are you sure?

               Now he's not.

                                     DORKY DAVID
                         Yes?

                                     PROFESSOR STROMWELL
                         Would you be willing to stake your 
                         life on it?

                                     DORKY DAVID
                         I think so...

                                     PROFESSOR STROMWELL
                         How about --

               She spins around, roughly POKING another student in the head.

                                     PROFESSOR STROMWELL
                         -- his life?

                                     DORKY DAVID
                              (scared)
                         I don't know.

                                     PROFESSOR STROMWELL
                         Well, I recommend knowing before 
                         speaking. The law leaves much room 
                         for interpretation -- but very little 
                         for self-doubt.

               As she turns away --

                                     PROFESSOR STROMWELL
                         And you were right. It was Aristotle.

               The class half-laughs in relief.

                                     PROFESSOR STROMWELL
                         I assume you've all read pages 1-48 
                         and are now well-versed in subject 
                         matter jurisdiction.

               Elle looks around, surprised, as students open their books.

                                     PROFESSOR STROMWELL
                         Who can tell us about Gordon v. 
                         Steele?

               Silence. Stromwell looks down at the seating chart.

                                     PROFESSOR STROMWELL
                         Ivan Greenstein?

               Intense Ivan straightens in his seat.

                                     IVAN
                         Gordon sued her doctors for 
                         malpractice.

                                     PROFESSOR STROMWELL
                         And what did the dispute entail?
                              (looking at her chart)
                         Let's call on someone in the hot 
                         zone. Elle Woods?

               Elle looks up, distressed.

                                     ELLE
                         Uh... I wasn't aware that we had an 
                         assignment.

                                     PROFESSOR STROMWELL
                              (looking at her chart)
                         Sarah Knottingham?

               SARAH KNOTTINGHAM -- a prim and preppy blue-blood brunette, 
               dressed in pearls and a sweater set -- looks up.

                                     PROFESSOR STROMWELL
                         Do you think it's acceptable that 
                         Ms. Woods is unprepared?

               Sarah looks over at Elle. Elle gives her a mortified smile.

               Sarah turns back to Professor Stromwell.

                                     SARAH
                         No, I don't.

                                     PROFESSOR STROMWELL
                         Would you support my decision to ask 
                         her to leave and return to class 
                         only when she is prepared?

                                     SARAH
                         Absolutely.

               Elle can't believe that this girl would betray her. Having 
               no choice, she gathers her purse and goes, completely 
               humiliated. Professor Stromwell returns to the matter at 
               hand.

                                     PROFESSOR STROMWELL
                         Now, Ms. Knottingham, did diversity 
                         jurisdiction exist in this case?

               EXT. LAW SCHOOL QUAD - BENCHES - DAY - LATER

               EMMETT -- a shy and quirkily handsome 28-year-old who could 
               pass for younger -- sits on a bench, going over some papers.

               He looks up and spots Elle -- sitting across from him -- 
               looking traumatized.

                                     EMMETT
                         Are you okay?

               Elle looks up, snapping out of her stupor.

                                     ELLE
                         Do they just -- put you on the spot 
                         like that? Like, all the time?

                                     EMMETT
                         The professors? Yeah, they tend to 
                         do that. Socratic method.

                                     ELLE
                         And if you don't know the answer, 
                         they just kick you out?

               He smiles.

                                     EMMETT
                         You have Stromwell.

                                     ELLE
                              (hopeful)
                         Did she do that to you, too?

                                     EMMETT
                         No, but she made me cry once. Not in 
                         class -- I waited until I got to my 
                         room, but yeah, she can pretty much 
                         shrivel your balls -- or you know, 
                         your whatevers.

                                     ELLE
                              (stricken)
                         Neat.

                                     EMMETT
                         Don't worry. It gets better. Who 
                         else do you have?

               Elle looks at her schedule.

                                     ELLE
                         Donovan, Royalton and Levinson.

                                     EMMETT
                         Speak up in Donovan's class. He likes 
                         people with an opinion. Sit in the 
                         back for Royalton. He tends to spit 
                         when he talks about products 
                         liability.

               Elle makes a face. He smiles. Liking her.

                                     EMMETT
                         And make sure you read the footnotes 
                         in Levinson's class. That's where 
                         all her exam questions come from.

                                     ELLE
                         Wow. I'm glad I met you.

               She smiles at him, grateful.

                                     EMMETT
                         Oh, and getting one of Stromwell's 
                         daily quotes right is almost as 
                         important as acing the mid-term. But 
                         you didn't hear it from me.

               Students trickle out of the building.

                                     ELLE
                         Are you a third-year?

               Warner walks up, behind Emmett, interrupting.

                                     WARNER
                         Hey.

               Elle looks up, pure adoration on her face.

                                     ELLE
                         Hi!

               Emmett rises and walks off.

                                     EMMETT
                         Good luck.

                                     ELLE
                              (calling after him)
                         Thanks again for your help!

               Warner remains standing, still somewhat uncomfortable with 
               her presence here.

                                     WARNER
                         So -- uh -- how was your first class?

                                     ELLE
                         Fine. Except for this horrible girl 
                         who made me look bad in front of my 
                         Civ Pro professor. But no biggie. 
                         You're here now.
                              (perky)
                         How was your summer?

               She pats the bench beside her. He doesn't move.

                                     WARNER
                              (distracted)
                         Good. Good.

                                     ELLE
                         Do anything exciting?

               A female hand snakes around Warner's chest from behind.

               Warner turns and brings the owner of the hand around to his 
               side, presenting her.

                                     WARNER
                              (nervous)
                         Urn, hey, have you met Sarah?

               Sarah, the horrible girl herself, holds out her hand to Elle, 
               full of contempt.

                                     SARAH
                         Hi. Sarah Knottingham.

                                     ELLE
                              (to Warner; horrified)
                         You know her?

                                     WARNER
                         She's --

               Sarah jumps in.

                                     SARAH
                         -- I'm his fiancee.

               Elle stares at her. Sarah tucks a piece of her mousy brown 
               hair behind her ear and there it is -- The Rock.

                                     ELLE
                              (in disbelief)
                         I'm sorry, I just hallucinated.

                                     WARNER
                         Sarah was my girlfriend at prep 
                         school. We got back together over 
                         the summer at my grandmother's 
                         birthday party.

               Elle looks stricken. Sarah gives her a smug smile.

                                     SARAH
                         Warner told me all about you. You're 
                         famous at our Club. She says it in a 
                         way that is anything but flattering. 
                         In fact, it's completely 
                         condescending.

                                     SARAH
                              (pointedly)
                         But he didn't tell me you'd be here.

                                     WARNER
                         I didn't know --

               Elle looks from Warner to Sarah.

                                     ELLE
                         Excuse me.

               She rushes off. Sarah watches her go, a smug grin on her 
               face.

                                     SARAH
                              (to Warner)
                         I thought you said she was pretty.

               EXT. STREET/INT. ELLE'S CONVERTIBLE BOXSTER - DAY

               Elle drives, wiping the tears from her face. She spots 
               something off to the side and SWERVES her car toward it, a 
               gasp of hope escaping her lips.

               Her car stops in front of a strip mall salon called "Beauty 
               Oasis".

               INT. BEAUTY OASIS - DAY

               A downscale, blue-collar salon, with five hair chairs and 
               two manicure stations. Old ladies and young waitresses get 
               perms. PAULETTE -- early 40s, lower-middle class, hard-edged, 
               plus-sized -- looks up as a defeated Elle sinks into the 
               manicure chair.(The manicure station is plastered with 
               pictures of RUFUS, a big, slobbering pit-bull).

                                     PAULETTE
                         Bad day?

               Elle holds out her hands. Paulette dips them into a dish of 
               soapy water.

                                     ELLE
                         You can't even imagine.

                                     PAULETTE
                         Spill.

               Elle lets it all out in a rush.

                                     ELLE
                         I worked really hard to get into law 
                         school -- I blew off Spring Break 
                         and Greek Week to study for the LSATs, 
                         I completely neglected my Homecoming 
                         Queen duties, I hired a Coppola to 
                         direct my admissions video -- all so 
                         I could get my boyfriend Warner back 
                         and now he's engaged to this awful 
                         girl Sarah so it was all for nothing! 
                         I wish I'd never even come to Harvard.

               Paulette dries Elle's hands and begins filing.

                                     PAULETTE
                         After you went to all that trouble?

                                     ELLE
                         Well, what am I supposed to do? He's 
                         engaged! She's got the family six-
                         carat on her bony, unpolished finger.

                                     PAULETTE
                         You're asking the wrong girl. I'm 
                         with my guy eight years and then one 
                         day it's "I met someone else. Move 
                         out."

                                     ELLE
                              (Horrified)
                         What'd you do?

                                     PAULETTE
                         Cried a lot and gained twenty pounds. 
                         Dewey kept the trailer and my precious 
                         baby Rufus. I got jackcrap.

                She looks at a picture of the pit-bull.

                                     PAULETTE
                              (Re the dog)
                         I didn't even get to go to his 
                         birthday party.

                                     ELLE
                         No!

                                     PAULETTE
                         What could I do?
                              (shrugging)
                         He's a man who followed his pecker 
                         to greener pastures. I'm a middle-
                         aged high-school dropout with stretch 
                         marks and a fat ass. Happens every 
                         day. At least to women like me.

                                     ELLE
                         That's terrible!

                                     PAULETTE
                         So, what's this Sarah got that you 
                         don't? Three tits?

                                     ELLE
                         She's from Connecticut. She belongs 
                         to his stupid country club.

                                     PAULETTE
                         Is she as pretty as you?

               Elle looks down.

                                     ELLE
                              (embarrassed)
                         I'm not pretty -- I'm genetically 
                         blessed.

               Paulette rolls her eyes, shaking her bottle of polish and 
               starting on Elle's right hand.

                                     PAULETTE
                         Is she?

                                     ELLE
                         She could use some mascara and some 
                         serious highlights, but she's not 
                         completely unfortunate-looking.

                                     UPS GUY (O.S.)
                         Hello, ladies.

               Paulette looks up to see the UPS GUY, a strapping hunk of a 
               man in his late 30's. She blushes and smooths down her hair, 
               knocking over a bottle of nail polish in the process. Trying 
               to play it off as she signs for the package.

                                     UPS GUY
                         See ya later.

               He goes. Paulette watches him. Elle notices.

                                     PAULETTE
                              (hating herself)
                         Could I be anymore goddamn spastic?
                              (Beat)
                         So you're sure, this Warner guy is 
                         "the one"?

                                     ELLE
                         Definitely! I love him!

               Paulette looks at her.

                                     PAULETTE
                         If a girl like you can't hold on to 
                         her man -- then there sure as hell 
                         isn't any hope for the rest of us. 
                         What're you waiting for? Steal the 
                         bastard back.

               INT. DORMITORY - WARNER'S ROOM - DAY

               Elle knocks on Warner's door, bottle of wine and two glasses 
               in hand.

                                     ELLE
                         Warner?

               When she gets no answer, she write a message on his memo 
               board --

               CLOSE ON - "Call me! Love, You Know Who".

               She leaves the wine bottle and two glasses and goes.

               EXT. HARVARD LAW CAMPUS - DAY

               Elle is in her push-up bikini, reclining in her beach chair, 
               pink frozen margarita in one hand, Underdog in the other, 
               law book in her lap, pretending to study.

               We PULL BACK to reveal that she's sitting on the sidelines 
               of a touch-football game that Warner is playing with a group 
               of other 1-L's. Warner scores easily because the other male 
               eyes are all on Elle. He shakes his head and smiles.

               INT. CRIMINAL LAW CLASS - DAY

               Elle sits, glaring at Sarah, who keeps waving her "The Rock" 
               in Elle's direction, as she plays footsie with Warner.

               PROFESSOR DONOVAN -- 40s, a big fan of himself, salt and 
               pepper hair, no time for bullshit -- stands before the class.

                                     PROFESSOR DONOVAN
                         I should warn you that in addition 
                         to competing against each other for 
                         the top grade in this class, you'll 
                         also be competing for one of my firm's 
                         highly coveted four internship spots 
                         next year where you will get to assist 
                         on actual cases. Let the bloodbath 
                         begin. Now, let's commence with our 
                         usual torture --

               He looks around.

                                     PROFESSOR DONOVAN
                         Ms. Woods --

               Sarah and her bitchy, clone-like friend CLAIRE exchange 
               knowing glances.

                                     SARAH
                         This should be amusing.

                                     PROFESSOR DONOVAN
                         Would you rather have a client who 
                         committed a crime malum in se or 
                         malum prohibitum?

                                     ELLE
                         Neither.

                                     PROFESSOR DONOVAN
                         Why not?

                                     ELLE
                         I'd rather have a client who's 
                         innocent.

               Elle smiles, proud of her answer. The class snickers. Warner 
               frowns.

                                     PROFESSOR DONOVAN
                         Dare to dream, Ms. Woods. Ms. 
                         Knottingham? Which would you prefer?

                                     SARAH
                         Malum prohibitum. Because the client 
                         would've committed a regulatory 
                         infraction as opposed to a dangerous 
                         crime.

               Elle raises her hand.

                                     PROFESSOR DONOVAN
                         Yes? Ms. Woods?

                                     ELLE
                         I changed my mind. I'd pick the 
                         dangerous one.

               She looks pointedly at Sarah.

                                     ELLE
                         I'm not afraid of a challenge.

               Sarah glares back at her. Warner looks between the two of 
               them, worried.

               INT. STUDY LOUNGE - DAY

               The Harvard Public Interest Law Association meeting is 
               underway. Warner listens intently, A few seats away, Elle 
               appears to be taking notes.

               CLOSE ON  her "notes" -- "I'm free for dinner tonight. Meet 
               me at The Cask & Flagon at 8." She folds the note and sticks 
               it in Underdog's mouth, then points him toward Warner. 
               Humiliated but dutiful, Underdog bounds off.

               CLOSE ON - Underdog, as he carries forth his mission, arriving 
               at Warner's feet.

               UNDERDOG'S POV - Warner discreetly takes the note from him, 
               then looks over at Elle, who feigns interest in the meeting.

               INT. CASK & FLAGON RESTAURANT - NIGHT

               Elle waits for Warner, alone at a table. Checking her watch 
               to see it's 8:45, she tries not to be sad.

               INT. HARVARD LAW LIBRARY - DAY

               Warner and his study group, Sarah and Claire included, sit 
               at a table, going over their outlines. Elle walks up to the 
               table, holding a basket of muffins, bright smile on her face.

                                     ELLE
                         I'm here to join your study group. 
                         And look! I brought sustenance!

               She holds up the muffins as the others look up, frowns all 
               around.

                                     WARNER
                              (nervously looking at 
                              Sarah)
                         Elle, what're you doing here?

               Elle pulls up a chair from another table and holds up a 
               muffin.

                                     ELLE
                         Who's first?

               She sits down next to Warner.

                                     SARAH
                         Our group is full.

                                     ELLE
                         Oh, God, was this like an RSVP thing?

                                     CLAIRE
                         No, it's like a smart people thing. 
                         And like Sarah said, we're full.

                                     WARNER
                         Come on, we can make room for one 
                         more.

               Sarah looks at Warner with evil eyes.

                                     SARAH
                         We've already assigned the outlines, 
                         and everyone has started theirs.

                                     CLAIRE
                              (to Warner)
                         Besides, you wouldn't let the fat 
                         guy join.

                                     WARNER
                         He tried to watch me take a shower!

               Sarah looks at Elle.

                                     SARAH
                         The answer is no.

               Warner looks at her, feeling guilty. He shrugs an "I'm sorry", 
               but Elle's perkiness has gone.

               She gathers up her muffins and stands, clutching the basket 
               to her chest as she goes.

                                     ELLE
                         Then I guess I'll leave you alone.

               She walks away, completely deflated, passing by the RAGING 
               FEMINIST STUDY GROUP. Enid calls out.

                                     ENID
                         Maybe there's a sorority you could 
                         join instead.

               Elle stops and looks at her.

                                     ELLE
                              (to Enid)
                         You know, if you'd come to a Rush 
                         party, I would've at least been nice 
                         to you.

                                     ENID
                         Before you voted against me and called 
                         me a dyke behind my back?

                                     ELLE
                         I don't use that word. Only mean 
                         people use that word. You must've 
                         heard it from Sarah.

               She looks back at Warner's table and walks off. As she does, 
               she's nearly mowed down by a gaggle of NERDS led by DORKY 
               DAVID, who knock the muffins out of her hands. She stands 
               there, even more depressed.

               INT. ELLE'S DORM ROOM - DAY - LATER

               Elle sinks down onto her bed, deflated. She picks up the 
               phone and dials.

               INT. BRIDAL SHOP - DAY

               Serena, with a new hairdo, and Margot are surrounded by 
               wedding dresses. Margot talks on her cell phone.

               We INTERCUT.

                                     MARGOT
                              (to Serena)
                         It's Elle!
                              (into phone)
                         Guess what I'm doing right this 
                         second?

                                     ELLE
                         Power yoga?

                                     MARGOT
                         Picking out my wedding dress!

                                     ELLE
                         What?!

                                     MARGOT
                         Josh proposed!

                                     ELLE
                              (startled)
                         No way --

               Serena grabs the phone.

                                     SERENA
                              (into phone)
                         So, you have The Rock yet?

               Elle lies.

                                     ELLE
                         Almost.

                                     SERENA
                         Well, hurry up so you can come home! 
                         We miss you!

                                     ELLE
                         I miss you guys! The people here are 
                         so vile! Hardly anyone even talks to 
                         me unless it's to say something that's 
                         not nice. Law school sucks!

                                     SERENA
                         Oh, my God! I completely forgot to 
                         tell you!

                                     ELLE
                         What?

                                     SERENA
                         I got bangs!

                                     ELLE
                              (hurt and annoyed)
                         Really --

               Margot grabs the phone back.

                                     MARGOT
                              (into phone)
                         Keep June first open -- you're one 
                         of my bridesmaids. And give Warner 
                         our love.

                                     ELLE
                         I will...

               Margot hangs up and Elle follows suit. Even more deflated.

               INT. ELLE'S DORM - HALLWAY - DAY - SAME TIME

               Sarah and Claire walk past Elle's room, the door of which is 
               ajar.

                                     SARAH
                         It's not just any Halloween party. 
                         It's a "Come as Your Favorite 
                         Defendant" party.

                                     CLAIRE
                         That's genius.

               Elle pops her head out of the room.

                                     ELLE
                              (excited)
                         No way! Someone at this school is 
                         actually having a party?

               Sarah and Claire turn around. Elle's face falls when she 
               sees that it's them.

                                     SARAH
                         No.

                                     CLAIRE
                         You must've heard us wrong.

                                     SARAH
                         Sorry. Looks like you'll be staying 
                         home tonight. Alone.

               They continue on as Elle goes back into her room, snubbed.

               INT. ELLE'S DORM ROOM - CONTINUOUS

               Elle shuts the door behind her and looks at Underdog.

                                     ELLE
                         I can't believe this. Not only do I 
                         not have Warner, but I'm unpopular!

               The realization hits her hard. Underdog barks. She looks at 
               him.

                                     ELLE
                         But I wasn't invited.

               He barks again.

                                     ELLE
                         You really think I should?

               EXT. OFF-CAMPUS HOUSE - PORCH - NIGHT

               Two feet in high heels and fishnet hose stride purposefully 
               up the sidewalk.

               A perfect butt wearing a bunny tail wiggles up the steps.

               INT. OFF-CAMPUS HOUSE - NIGHT

               A party filled with people who are no fun to party with.

               NAMETAGS denote which famous defendant everyone is dressed 
               as.

               Menenedez's, Tonya Harding's, and Buttafuco's pepper the 
               room.

               Elle, decked out in a Playboy Bunny costume -- looking sexy 
               as hell -- strides in. People roll their eyes and ignore 
               her. Elle continues on.

               NEARBY -- Enid, dressed as Lizzie Borden, axe in hand is in 
               the midst of a tirade against some guy dressed like William 
               Kennedy Smith.

                                     ENID
                         The English language is all about 
                         subliminal domination. Take the word 
                         "semester". It's a perfect example 
                         of this school's discriminatory 
                         preference of semen to ovaries. That's 
                         why I'm petitioning to have next 
                         term be referred to as Winter Ovester.

               The guy backs up in fright. As Elle passes, Enid looks over.

                                     ENID
                         Hey, Elle -- I've been meaning to 
                         ask you
                              (re her boobs)
                         -- are those real?

               Elle snorts.

                                     ELLE
                         Enid, please -- silicone is so 90's.

               She keeps walking.

               INT. INTO THE LIVING ROOM - AT THE BAR - CONTINUOUS

               Sarah -- dressed as Hester Prynne -- and Claire -- as Joan 
               of Arc -- sip wine.

                                     ELLE
                              (sarcastic)
                         Thanks for inviting me, girls. This 
                         party is super fun.

               They roll their eyes, checking out her Bunny costume.

                                     SARAH
                         You're supposed to be dressed as a 
                         famous defendant.

               Elle smiles at Sarah.

                                     ELLE
                         I am. Didn't you hear about the 
                         Playboy Bunny who slit her ex- 
                         boyfriend's new fiancee's throat 
                         with a broken wine glass? It was 
                         tragic.

               She grabs a glass of wine and moves on.

               EXT. OFF-CAMPUS HOUSE - BACK PORCH - NIGHT

               Elle walks onto the back porch and finds Warner -- dressed 
               as O.J. in a USC football uniform, number 32, with a ball 
               and chain on his foot.

                                     ELLE
                         Hey, O.J.

               Warner turns. He looks around for Sarah. Not seeing her, he 
               smiles at Elle, admiring her costume.

                                     WARNER
                         Wow. You're a walking felony.

                                     ELLE
                         Thank you. Having fun?

                                     WARNER
                              (checking her out)
                         Now I am.

                                     ELLE
                              (flirty)
                         I feel like we've barely spent any 
                         time together since we got here.

                                     WARNER
                         That's because I spend all my time 
                         with case studies and hypos.

                                     ELLE
                         Tell me about it. I can't imagine 
                         doing all this and Donovan's 
                         internship next year.

                                     WARNER
                              (scoffing)
                         Elle, c'mon, there's no way you'll 
                         get the grades to qualify for one of 
                         those spots. You're not smart enough.

               She can't believe he's saying this. He realizes he's gone 
               too far, and back-pedals.

                                     WARNER
                         I didn't mean --

                                     ELLE
                              (cutting him off)
                         Am I on glue, or did I not get into 
                         the same law school you did, Warner?

                                     WARNER
                              (covering)
                         Well, yeah, but --

                                     ELLE
                         But what? We took the same LSAT, we 
                         take the same classes --

                                     WARNER
                         I just don't want to see you get 
                         your hopes up. You know how you get.

               She stares at him. Realizing the awful truth.

                                     ELLE
                         I'll never be good enough for you, 
                         will I?

               When he doesn't answer, she walks back into the house.

               INT. OFF-CAMPUS HOUSE - KITCHEN - NIGHT - SAME TIME

               A group of tipsy 1Ls stand around. One of them holds a salad 
               bowl filled with cash.

                                     ENID
                         I give her two more weeks.

               She throws a twenty into the bowl.

                                     DORKY DAVID
                         Two and a half?

               He throws in his twenty as well.

                                     SARAH
                         If she spreads her legs, maybe --

                                     ARROGANT AARON
                              (adjusting his crotch)
                         Only if I'm feeling generous.

                                     ELLE (O.S.)
                         What is this?

               They turn around to find Elle standing there.

                                     CLAIRE
                         We're betting on how much longer 
                         you're going to last.

                                     ELLE
                              (stung)
                         What?

                                     SARAH
                         Look around, Elle. Do you actually 
                         think you belong here?

               They all stare at her.

                                     ELLE
                              (hurt)
                         Why wouldn't I?

                                     ENID
                         Because the rest of us provide some 
                         worthwhile value to society?

                                     ARROGANT AARON
                         Hold on, now -- every society needs 
                         a bimbo. Who are we supposed to sleep 
                         with after we get rich?

               Elle looks like she's been slapped. The others laugh at 
               Aaron's esteemed wit.

                                     ELLE
                         You know what? All of you can just 
                         kiss my ass.

               She yanks off her Bunny tail and throws it at them. Hurt and 
               anger in her eyes. Then walks out of the room.

                                     ELLE
                              (to herself)
                         You're about to see just how valuable 
                         Elle Woods can be.

               She stomps out of the house.

               A GIRL-POWER SONG STARTS TO PLAY AS A MONTAGE BEGINS:

               INT. HARVARD BOOKSTORE - NIGHT

               A hot pink laptop is yanked off the shelf.

                                                                    CUT TO:

               Elle, still in her Bunny suit, minus the tail, stands in 
               line, paying for the laptop. People gape at her, but she's 
               oblivious in her resolve.

               EMMETT walks up behind her in line. He clears his throat, 
               trying not to look at her costume.

               Elle turns, seeing him.

                                     ELLE
                         Don't ask.

                                     EMMETT
                         I wasn't gonna --

               She marches off. Laptop in hand.

               INT. ELLE'S DORM ROOM - NIGHT

               A pony-tailed Elle types a brief, coffee next to her.

               Underdog sleeps nearby, belly-up. Legs twitching in a 
               nightmare. Typing furiously, Elle breaks a nail, then 
               struggles to forge on, despite her instinct to stop and repair 
               it.

               INT. LAW LIBRARY - DAY

               Elle -- arms full of books -- walks past the Warner/Sarah 
               study group. Sarah and Claire scowl at her, but Elle passes 
               with her head held high.

               INT. STUDY LOUNGE - DAY

               Enid is surrounded by study materials and notecards. When 
               she gets up to use the ladies' room, Elle casually walks 
               over and slips a notecard into the middle of Enid's stack. 
               Then quickly walks on.

               INT. BEAUTY OASIS - DAY

               Paulette quizzes Elle from a law textbook as her nails dry. 
               As she waits for Elle's answer, Paulette showers Underdog 
               with kisses, showing him pictures of Rufus.

               INT. CRIMINAL LAW CLASS - DAY

               Donovan is in the midst of a lecture. He points at Elle.

                                     PROFESSOR DONOVAN
                         And the purpose of "diminished 
                         capacity" is?

               She swallows nervously, then speaks.

                                     ELLE
                         To negate mens rea?

               Donovan nods affirmatively and continues. Elle hides a smile.

               INT. LAW LIBRARY - NIGHT

               Elle reaches for a book on a high shelf, but she's not tall 
               enough. She tries a running start and leaps for it. Still 
               missing it. FROM THE LEFT, she runs and leaps again, missing 
               again. FROM THE RIGHT, she runs and leaps again, missing 
               again. Dorky David walks up and sets down a step-stool at 
               her: feet. Now winded, she smiles her thanks, stepping up to 
               retrieve her book.

               INT. STUDY LOUNGE - DAY

               Enid flips through her notecards, memorizing, when she comes 
               upon a picture of a NAKED MAN. Oh, the horror. She throws it 
               down in disgust as if her eyes have been burned.

               Looking around, Enid sees Elle smiling and waving at her 
               from across the room.

               INT. LAW LIBRARY - DAY

               Elle walks past Arrogant Aaron, as he sleeps at his study 
               cubicle, head back on the chair.

               She stops, backs up, and waves her hand over his face. When 
               he doesn't stir, she takes a magic marker out of her knapsack 
               and leans over to write something on his forehead.

               INT. ELLE'S DORM ROOM - DAY

               Elle works out on her Elliptical Crosstrainer as she listens 
               to a lecture tape and watches Court TV on mute.

                                     LECTURER (V.O.)
                         "A failure to act can constitute the 
                         actus reus for accomplice liability 
                         if the defendant has the legal duty 
                         to intervene, but fails to do so."

               INT. LAW LIBRARY - DAY

               Arrogant Aaron wakes up with a start, checks his watch, and 
               rushes off to class. Oblivious to his facial graffiti, which 
               we can't yet read.

               INT. CIVIL PROCEDURES CLASS - DAY

               Professor Stromwell is in front of the class.

                                     PROFESSOR STROMWELL
                         So you've filed a claim. Now what?

               She looks over to see Elle sitting there, typing on her 
               laptop.

                                     PROFESSOR STROMWELL
                         Ms. Woods?

                                     ELLE
                         Don't you also need to have evidence?

                                     PROFESSOR STROMWELL
                         Meaning?

               Everyone now stares at Elle.

                                     'ELLE
                         Meaning you need -- reasonable belief 
                         that your claim would have, like, 
                         evidentiary support?

               Stromwell is somewhat impressed, but doesn't show it.

                                     PROFESSOR STROMWELL
                         And what kind of evidentiary support 
                         does this case require? Let's ask 
                         Mr. Harriman, who clearly believes 
                         that I might be hungry.

               She looks up at Arrogant Aaron in the back row. Who 
               unknowingly has "Eat Me" written on his forehead. He looks 
               back at her, confused, as the students around him snicker.

               EXT. BEAUTY OASIS - NIGHT

               A "Closed" sign is on the door.

               THROUGH THE WINDOW, we see Elle and Paulette sitting in the 
               empty salon, laughing and clinking cans of Pabst Blue Ribbon 
               as they toast Elle's small victory.

               We PULL BACK, leaving them laughing, as the MONTAGE ENDS.

               INT. CRIMINAL LAW CLASS - DAY

               "THE STATE V. LATIMER" is written on the board. A ponytailed, 
               less made-up Elle takes notes on her lap-top, as Warner makes 
               an argument.

                                     WARNER
                         According to Swinney v. Neubert, 
                         Swinney, who was also a private sperm 
                         donor, was allowed visitation rights 
                         as long as he came to terms with the 
                         hours set forth by the parents. So, 
                         if we're sticking to past precedent, 
                         Mr. Latimer wasn't stalking -- he 
                         was clearly within his rights to ask 
                         for visitation.

                                     PROFESSOR DONOVAN
                         But Swinney was a one-time sperm 
                         donor, and in our case, the defendant 
                         was a habitual sperm donor, who also 
                         happens to be harassing the parents 
                         in his quest for visitation.

                                     WARNER
                         But, without this man's sperm -- the 
                         child in question would not exist.

               He grins and looks around as the class murmurs their 
               agreement.

                                     PROFESSOR DONOVAN
                         Now you're thinking like a lawyer.

               EMMETT enters from the back, holding a file. He stands there 
               quietly, watching. Elle tentatively raises her hand.

                                     PROFESSOR DONOVAN
                         Ms. Woods?

               Sarah looks at Claire.

                                     SARAH
                              (sotto)
                         The idiot speaks.

                                     ELLE
                         Although Mr. Huntington makes an 
                         excellent point, I have to wonder if 
                         the defendant kept a thorough record 
                         of each sperm emission made throughout 
                         his life?

               The class titters. Elle grows annoyed.

                                     PROFESSOR DONOVAN
                              (bemused)
                         Why do you ask?

               Elle's hesitancy is replaced by conviction.

                                     ELLE
                         Well, unless the defendant attempted 
                         to contact every single one-night- 
                         stand to determine if a child resulted 
                         in those unions -- then he has no 
                         parental claim whatsoever over this 
                         child. Why this sperm? Why now?

               Emmett's mouth twitches into a smile.

                                     ELLE
                         For that matter, all masturbatory 
                         emissions where his sperm was clearly 
                         not seeking an egg could be termed 
                         reckless abandonment.

               Warner's mouth hangs open. As does Sarah's and the rest of 
               the class. Donovan smiles.

                                     PROFESSOR DONOVAN
                         I believe you've just won your case.

               Elle grins.

               INT. DONOVAN'S CLASS - LATER

               As the students file out, Elle passes Donovan.

                                     PROFESSOR DONOVAN
                         You did well today.

               She stops.

                                     ELLE
                         I did?

                                     PROFESSOR DONOVAN
                         You're applying for my internship, 
                         aren't you?

                                     ELLE
                         I don't know --

                                     PROFESSOR DONOVAN
                         You should. Do you have a resume?

                                     ELLE
                              (excited)
                         I do.

               She pulls a resume out of her briefcase and hands it to him.

               He looks at it.

                                     PROFESSOR DONOVAN
                         It's pink.

                                     ELLE
                         And engraved... Gives it that extra 
                         little something, doesn't it?
                              (smiling)
                         See you tomorrow!

               She walks on. Emmett walks up, handing the file to Donovan.

                                     EMMETT
                         I brought you the Windham notes.

                                     PROFESSOR DONOVAN
                              (watching Elle go)
                         You think she just woke up one morning 
                         and said, "I think I'll go to law 
                         school today!"?

               Emmett looks after Elle, bemused.

                                     EMMETT
                         Aside from that lapse in judgement -- 
                         she's got potential.

               INT. ELLE'S CAR - DAY

               Elle drives. Paulette is shotgun.

                                     PAULETTE
                         You showed up Warner in class? You're 
                         supposed to be showing up Sarah.

                                     ELLE
                         I couldn't help it! It was the most 
                         fun I've had since I've been in law 
                         school. Not only was I good enough 
                         for Warner -- I was better than him. 
                         He has to see serious I am now. Even 
                         Donovan was impressed, and he's a 
                         total hard-ass.

               Elle stops the car and turns off the ignition.

                                     ELLE
                         You ready?

                                     PAULETTE
                         No.

                                     ELLE
                         Yes, you are. Go -- you can do this.

               She points ahead of them. Paulette goes.

               EXT. DEWEY'S TRAILER - DAY

               The door opens. DEWEY (40s) and his beer gut emerge. Paulette 
               is on the porch. Trying to exude confidence, but failing.

                                     DEWEY
                              (To Paulette)
                         What the hell do you want? We're 
                         eating dinner.

                                     PAULETTE
                         I just --

                                     DEWEY
                         You just thought you'd come over and 
                         show me what I'm definitely not 
                         missing?

               INT. ELLE'S CAR - DAY - SAME TIME

               She watches, frowning.

               EXT. DEWEY 'S TRAILER - DAY - CONTINUOUS

               Dewey's really having fun now.

                                     DEWEY
                         What the hell happened to you? You 
                         get a job at a donut shop?

                                     PAULETTE
                         That's not what --

                                     DEWEY
                         How many times you gonna show up 
                         here, beggin' me to take you back?

               Paulette reddens -- flustered and humiliated. Elle appears 
               next to her.

                                     ELLE
                         Dewey Newcomb? 

                                     DEWEY
                         Who's askin'? 

                                     ELLE
                         I'm Elle Woods. Ms. Bonafante's 
                         attorney.

               Paulette looks at Elle in surprise, Elle keeps going.

                                     ELLE
                         Under state law, you and Ms. Bonafante 
                         had a common law marriage which 
                         entitles her to the benefits of 
                         property law and an equitable division 
                         of assets.  

               Paulette watches Elle, mouth hanging open.

                                     DEWEY
                              (Confused)
                         Come again?

                                     ELLE
                         Due to the fact that you retained 
                         the residence, Ms. Bonafante is 
                         entitled to full ownership of the 
                         canine property in question and we 
                         will be enforcing said ownership 
                         immediately.

                                     DEWEY
                         Huh?

                                     ELLE
                         Tell him, Paulette.

               A still-stunned Paulette looks at Elle, then turns to Dewey, 
               fire in her ass.

                                     PAULETTE
                         I'm taking the dog dumbass.
                              (calling into the 
                              trailer)
                         C'mere, baby, Mommy's here!

               Rufus bounds out, licking and kissing Paulette. The love 
               evident.

               INT./EXT. ELLE'S CAR - A MOMENT LATER

               Elle, Paulette and Rufus get in.

                                     ELLE
                         We did it!

               Elle high-fives her.

                                     PAULETTE
                         God, that felt great!

                                     ELLE
                         Look at him. He's still scratching 
                         his head.

                                     PAULETTE
                         Which must be a nice vacation for 
                         his balls...

               She turns to Rufus, hugging him.

                                     PAULETTE
                         And now Mommy's got somebody to eat 
                         dinner with again. You don't care 
                         what Mommy's butt looks like, do 
                         you?

               Elle looks over at Paulette, heart going out to her.

               INT. CIVIL PROCEDURES CLASS - DAY

               Elle turns on her Powerbook as Professor Stromwell faces the 
               class with her morning quote.

                                     PROFESSOR STROMWELL
                         "An image and a good hook can get 
                         you into a room -- but something has 
                         to keep you in that room."

               She looks around as hands are raised.

                                     PROFESSOR STROMWELL
                         Mr. Greenstein?

                                     INTENSE IVAN
                         Judge Sandra Day O'Connor?

                                     PROFESSOR STROMWELL
                         Close...

               Intense Ivan's face falls. She looks around, seeing Elle 
               raising her hand.

                                     PROFESSOR STROMWELL
                         Ms. Woods?

                                     ELLE
                         Madonna?

               The class rolls their eyes and laughs, watching Stromwell.

                                     PROFESSOR STROMWELL
                         Damn. Thought I'd get everyone on 
                         that one.

               The class can't believe Elle is right.

               EXT. CRIMINAL LAW CLASS - HALLWAY - DAY

               A THRONG of buzzing students is gathered around the bulletin 
               board. Elle walks up.

                                     ELLE
                         What's going on?

                                     DORKY DAVID
                         Donovan's firm is defending a major 
                         murder case and his caseload is so 
                         heavy he's taking on first year 
                         interns.

                                     ELLE
                         He chose them already?

               Sarah, at the front of the throng, gasps, then turns to 
               Warner.

                                     SARAH
                         We got it!

               He grins and she kisses him on the cheek. Elle, shoved to 
               the back, tries to get closer, when she hears --

                                     ENID
                         The competition must not have been 
                         that stiff.

               Arrogant Aaron pushes his way to the board.

                                     ARROGANT AARON
                         Why? Enid got a spot?

                                     ENID
                         Hey! Watch your hands, Mr. Grabass.

                                     ARROGANT AARON
                              (ignoring her)
                         That only leaves one for --

               Elle, now next to him, gets a look at the board.

                                     ELLE
                              (shocked)
                         Me?!

               Everyone REACTS. She turns and faces the throng. They stare 
               back at her in shock. Dignified, she walks through them as 
               they PART for her, stopping in front of Warner and Sarah.

                                     ELLE
                              (to Warner)
                         Remember the time after Winter Formal? 
                         When we spent four incredible hours 
                         in the hot tub...?

               Sarah looks away.

                                     ELLE
                         This is way better than that.
                              (pushing Sarah aside)
                         Excuse me. I have some shopping to 
                         do.

               As she goes, surprised CHATTER overtakes the hallway.

               INT. SAK'S - WOMENS' DEPT. - DAY

               Elle scans the racks of conservative clothes. She holds up a 
               cashmere twinset and wrinkles her nose, but throws it over 
               her arm anyway.

               INT. NORDSTROM'S - HANDBAGS - DAY - LATER

               Elle admires a trendy handbag, but then promptly sets it 
               down and picks up a practical leather briefcase.

               INT. AUSTEN, PLATT, JARET & DONOVAN - LOBBY - DAY

               The elevator door opens and Warner and Elle emerge. Elle is 
               sporting her new, boring "lawyer" clothes. Warner is baffled 
               and impressed by her transformation.

                                     WARNER
                         You look -- nice.

                                     ELLE
                         Thank you.

               She gives him an aloof smile and walks off. Warner watches 
               her go. Sarah stands in the lobby. None too happy to witness 
               this.

               INT. AUSTEN, PLATT, JARET & DONOVAN - DAY - MOMENTS LATER

               Donovan strides through the office, his four interns behind 
               him. He points as he walks.

                                     DONOVAN
                         There's your office, there's the 
                         bathroom, there's the coffee machine. 
                         There's Gerard, Dick and Bobby.

               GERARD, smarmy and trim, DICK, short and bald, and BOBBY, 
               black and bespectacled, wave as the interns pass by.

                                     DONOVAN
                         They're the other associates on the 
                         case. Ask them all your stupid 
                         questions, save the smart ones for 
                         me.

               INT. AUSTEN, JARET, PLATT AND DONOVAN - CONFERENCE ROOM

               Professor Donovan opens his briefcase as Elle, Sarah, Enid 
               and Warner hang on his every word.

                                     PROFESSOR DONOVAN
                         We're defending Brooke Windham, whose 
                         very wealthy husband was found shot 
                         to death in their Beacon Hill mansion.

                                     SARAH
                         Gold digger?

                                     PROFESSOR DONOVAN
                         You'd think so, since the stiff was 
                         sixty, but she was rich on her own. 
                         Some kind of fitness empire. You can 
                         buy her exercise tapes on 
                         infomercials.

               Elle frowns.

                                     ELLE
                         Wait a minute -- are we talking about 
                         Brooke Daniels?

               Donovan checks his papers.

                                     PROFESSOR DONOVAN
                         Maiden name -- Daniels.
                              (looking up)
                         You know her?

                                     ELLE
                         She was a Delta Gamma! Not in my 
                         pledge class or anything -- she 
                         graduated five years ahead of me. 
                         But I used to take her class at the 
                         LA Sports Club. She's amazing!

               The others looks at each other and roll their eyes.

                                     PROFESSOR DONOVAN
                         Amazing how?

                                     ELLE
                         She could make you drop three pounds 
                         in one class. She's completely gifted!

                                     PROFESSOR DONOVAN
                         Well, in all likelihood, she's 
                         completely guilty as well. She was 
                         seen standing over her husband's 
                         dead body.

                                     WARNER
                         By who?

                                     SARAH
                              (correcting him)
                         Whom?

                                     PROFESSOR DONOVAN
                         His twenty-seven year old daughter 
                         and the pool boy.

                                     ELLE
                         Maybe she found him like that.

                                     PROFESSOR DONOVAN
                         That's the story she'll be telling 
                         the jury. We just have to prove it.

               Emmett walks in and sits.

                                     EMMETT
                         Sorry I'm late.

               Elle looks at him, confused.

                                     PROFESSOR DONOVAN
                         This is Emmett Kerrigan, another 
                         associate. Top three in his class 
                         and former editor of Harvard Law 
                         Review. You've probably seen him 
                         lurking around campus doing my 
                         research.

                                     EMMETT
                         Or napping on the quad.

               Elle smiles at him. He smiles back. Almost shy.

                                     WARNER
                              (to Donovan)
                         What about the murder weapon?

                                     PROFESSOR DONOVAN
                         The gun is missing. The coroner said 
                         he'd been dead thirty minutes dead 
                         when the cops arrived -- giving Brooke 
                         plenty of time to stash it.

                                     ELLE
                         There's no way Brooke could've done 
                         this -- Exercise gives you endorphins, 
                         endorphins make you happy -- happy 
                         people don't kill their husbands!

               Sarah and Enid snort.

                                     PROFESSOR DONOVAN
                         You don't really believe she's 
                         innocent?

                                     ELLE
                         Of course, I do!

               Emmett looks at her.

                                     EMMETT
                         Then we may actually have a case.

               He looks over at Donovan, who's not so sure.

               EXT. BOSTON JAIL - DAY

               Grey and imposing.

               INT. BOSTON JAIL - DAY

               Donovan sits at a long table, next to BROOKE, a pretty 26-
               year-old blonde with a perfect body and a sad face. The 
               interns and associates sit at the far end of the table taking 
               notes. A cop stands guard at the door.

                                     DONOVAN
                         What alibi?

                                     BROOKE
                         I can't tell you.

                                     DONOVAN
                         You understand you're on trial for 
                         murder?

                                     BROOKE
                         I didn't do it! I walked in, saw my 
                         husband lying on the floor, bent 
                         down to check his heart, screamed my 
                         head off and Chutney and Enrique ran 
                         inside.

                                     DONOVAN
                         Where they saw you standing over the 
                         body covered in his blood.

               She glares at him.

                                     BROOKE
                         Why would I kill my husband?

                                     DONOVAN
                         Insurance? A love affair? Pure 
                         unadulterated hatred? Believe me, 
                         the DA will come up with plenty of 
                         reasons.

                                     BROOKE
                         I loved him!

                                     DONOVAN
                         He was thirty-four years older than 
                         you. That doesn't sound so good to a 
                         jury.

               Now she's pissed.

                                     BROOKE
                         Then show them a picture of his cock. 
                         They might put a few things together.

               Everyone stiffens except for Elle, who laughs out loud.

                                     DONOVAN
                         Brooke, I believe you. But a jury is 
                         gonna want an alibi.

                                     BROOKE
                         I can't give you that. And if you 
                         put me on the stand, I'll lie.

               Donovan takes a moment to look at her like she's an idiot.  

                                     DONOVAN
                         Were you with another man?

                                     BROOKE
                         Go to hell.

                                     DONOVAN
                         I'll take that as a no.

                                     BROOKE
                         Are we done for today?

                                     DONOVAN
                         I believe we are.

               He stands. As do his minions. As they file out, Brooke sees 
               Elle.

                                     BROOKE
                         Hey -- I know you.

               Elle perks up.

                                     ELLE
                         I'm a Delta Gamma and I'm a huge fan 
                         of yours!

                                     BROOKE
                         You took my class in LA. You had the 
                         best high kick I've ever seen. Are 
                         you one of my lawyers?

                                     ELLE
                         Sort of.

               Brooke looks at Elle as if she's her savior.

                                     BROOKE
                         Well, thank God one of you has a 
                         brain.

               INT. BEAUTY OASIS - DAY

               Rufus sleeps happily on the floor. Elle sits in front of 
               Paulette, nails in the soapy water.

                                     ELLE
                         I feel so bad for her. I mean, she's 
                         in jail! And she's innocent. But I'm 
                         the only one who believes her. Donovan 
                         totally thinks she's guilty.

                                     PAULETTE
                         That's because men are big, fat 
                         retards who don't -- Oh, my God...

               ON THE DOOR

               The UPS GUY stands in the doorway with a package, sun 
               streaming in around him.

                                     UPS GUY
                         Afternoon, ladies.

               ON ELLE AND PAULETTE

                                     PAULETTE
                         It's him!

               Paulette smooths down her hair.

                                     ELLE
                         It's who?

               She turns to look as we go to --

               BUTT-CAM -- CLOSE ON the crisp brown shorts of a regulation 
               UPS uniform, as they stretch across the taut, muscular 
               buttocks of UPS GUY, as he strides through the shop.

               When the butt stops moving, we WIDEN to reveal the UPS Guy 
               now standing in front of Elle and Paulette.

                                     UPS GUY
                         I've got a package.

               Elle turns to Paulette, eyes wide.

                                     ELLE
                              (agreeing)
                         He's got a package.

               Paulette is frozen. Blushing and nervous.

                                     UPS GUY
                         How ya doin' today?

                                     PAULETTE
                         Fine? 

               He waits for her to sign. She remains frozen. Elle takes the 
               pen and signs for her, trying to help. UPS Guy smiles kindly 
               at Paulette and heads out.

                                     UPS GUY
                         Take it easy.

               Paulette watches him go, hand over her heart. Elle looks at 
               her, concerned.

                                     ELLE
                         So, this is the only interaction you 
                         two have ever had?

                                     PAULETTE
                         No. Sometimes I say "Okay" instead 
                         of "Fine".

                                     ELLE
                         Have you ever considered asking him 
                         if he'd like a cold beverage? Or 
                         perhaps a neck massage?

                                     PAULETTE
                         What's the point?
                              (matter of factly)
                         Look at me.

                                     ELLE
                         I am. And I'm looking at a beautiful, 
                         fabulous, sexy woman.

               Paulette snorts.

                                     PAULETTE
                         Good one.

                                     ELLE
                         Trust me. You've got the equipment, 
                         you just need to read the manual.

               Elle stands.

                                     ELLE
                         I'm going to show you a little 
                         maneuver my mother taught me when I 
                         was in junior high. In my experience, 
                         it has a 98% success rate in getting 
                         a man's attention and when used 
                         appropriately -- an 83% rate of return 
                         on a dinner invitation.

               The HAIRSTYLISTS and CLIENTS listen, intrigued.

                                     ELLE
                         It's called the "Bend & Snap".
                              (acting)
                         "Oh, look! There's something on the 
                         floor that I need to pick up!" Bend...

               She slowly BENDS down, as if to pick up something, sticking 
               out her tush, knee cocked. She slides her hand down her cocked 
               leg until her hand touches the floor and she SNAPS back up, 
               boobs a'bouncing.

                                     ELLE
                         And snap! Now you try.

               Paulette stands up repeating the maneuver.

                                     PAULETTE
                         Bend... and snap!

               It's a spastic version of what Elle just did.

                                     ELLE
                         Good. Now this time, put a little 
                         arch in your back and maybe get your 
                         footing more solid.

               Paulette does it again. This time, getting it right.

                                     ELLE
                         Perfect!

               A HAIR CLIENT walks over, head full of curlers.

                                     HAIR CLIENT
                         Like this?

               She tries.

                                     ELLE
                         Good.

               She adjusts her like a yoga instructor would.

                                     ELLE
                         But cock that knee.

               ANOTHER CLIENT calls over.

                                     ANOTHER CLIENT
                         Am I doing it right?

               Elle walks over to her.

                                     ELLE
                         More snap, less bend.

               She turns to the rest of the clients.

                                     ELLE
                         C'mon -- everyone try!

               Clients hop up out of their chairs as someone reaches over 
               and cranks the transistor radio, blaring "BRICK HOUSE" by 
               the Commodores. All the clients and technicians, no matter 
               what their age, or how many foils are in there hair, are up 
               and doing the "Bend & Snap", repeating the mantra as they 
               do. Elle walks around them, continuing to adjust them.

                                     ELLE
                         Now everyone together.

               They all bend in unison -- going down on "Brick" --

                                     EVERYONE
                         Bend --

               And snapping back up -- on "House"

                                     EVERYONE
                         And snap !

               The frivolity continues as the roomful of ladies perfect the 
               maneuver. MAURICE, a male hair-dresser, comes out of the 
               back room, mixing a bowl of bleach as he walks. He stops 
               when he spots the activity.

                                     MAURICE
                         Oh, my God! The Bend & Snap!
                              (to an old lady)
                         Works every time...

               INT. AUSTEN, PLATT, JARET & DONOVAN-CONFERENCE ROOM - DAY

               CHUTNEY, 27, curly-haired and bitter, sits in front of 
               Donovan, the FEMALE DA, the associates, the interns and a 
               court reporter, as she's interviewed.

                                     CHUTNEY
                         I got out of the shower, walked 
                         downstairs, saw her standing over my 
                         father, and called the police.

                                     DONOVAN
                         Did she have a weapon in her hand?

                                     CHUTNEY
                         No.

                                     DONOVAN
                         Was there any reason for you to 
                         believe she had discarded a weapon?

                                     CHUTNEY
                         Uh, yeah, because the bitch shot 
                         him.

                                     DONOVAN
                         Was there any evidence that Mrs. 
                         Windham shot him?

                                     CHUTNEY
                              (duh)
                         His dead body with a bullet in it.

               INT. AUSTEN, PLATT, JARET & DONOVAN-CONFERENCE ROOM-LATER

               ENRIQUE, 25, Latino and hunky as hell, sits in the seat that 
               Chutney has vacated.

                                     DONOVAN
                         What did you see when you entered 
                         the house?

                                     ENRIQUE
                         I saw Mrs. Windham standing over the 
                         body of Mr. Windham.

                                     DONOVAN
                         Was she carrying a weapon?

                                     ENRIQUE
                         No, she was crying her eyes out.

               Donovan smiles.

                                     DONOVAN
                         So she was distraught that her husband 
                         was dead?

                                     ENRIQUE
                         Oh, yes. Mrs. Windham is the most 
                         sweet, wonderful woman I know. I 
                         have loved her since the day she 
                         hired me. She could never do something 
                         this awful. I know this because we 
                         are very close.

               The others shift uncomfortably, then look at each other. 
               Then, back at Enrique and his shiny, unbuttoned-to-show-his-
               pecs shirt. The DA smiles.

               INT. STEAKHOUSE - NIGHT

               Donovan, the interns, and associates sit at a large table.

                                     GERARD
                         She's screwing the pool boy.

               Elle gasps and makes a face.

                                     ELLE
                         There is no way a Delta Gamma would 
                         sleep with a man in a shiny shirt. 
                         Warner, back me up here.

               Warner shrugs, embarrassed. Sarah looks at Donovan.

                                     SARAH
                         I hate to agree  but I don't see the 
                         two of them actually --
                              (wrinkling her nose)
                         -- doing it.

                                     ENID
                         Women like that will screw anything.

                                     ELLE
                         So, because she's beautiful and has 
                         a good body, she's easy? What book 
                         of feminist theory did you read that 
                         in, Enid?

               Emmett jumps in before war breaks out.

                                     EMMETT
                         Okay, if Brooke didn't kill the guy, 
                         who did?

                                     ELLE
                         My money's on the angry daughter or 
                         the ex-wife.

                                     DONOVAN
                         Chutney has a trust fund. She didn't 
                         need the insurance payoff or the 
                         inheritance.

                                     BOBBY
                         What about her mother?

                                     DONOVAN
                         Covered. She was in Aspen at the 
                         time. Ten people saw her downing 
                         cosmopolitans at the Caribou Club.

                                     ELLE
                         All I know is -- it's not Brooke.

                                     DONOVAN
                         That's touching, Elle, but we need 
                         an alibi.

               Elle thinks about this.

               INT. BOSTON JAIL - LOBBY - DAY

               A nervous Elle stands in front of the burly CHECK-IN GUARD.

               She holds a basket of goodies.

                                     ELLE
                         I'm here to see Brooke Windham.

                                     GUARD
                         Licensed attorney or family member?

                                     ELLE
                         Uh -- family.

                                     GUARD
                         Relation?

                                     ELLE
                         I'm her sister.

                                     GUARD
                         Name?

                                     ELLE
                         Delta. Gamma.

               He makes a note and buzzes her in.

               INT. BOSTON JAIL - DAY

               Elle sits at a conference table with her basket. A door opens 
               and a female guard brings Brooke into the room. Wearing a 
               horribly tacky orange jumpsuit.

                                     ELLE
                         Are you okay? You look so sad... and 
                         so orange.

                                     BROOKE
                         I'm glad it's you and not Donovan.

                                     ELLE
                         He means well. He's really brilliant 
                         and all.

               Brooke sits, not looking convinced.

                                     BROOKE
                         He better be, for what I'm paying 
                         him.

               Elle pushes her basket forward.

                                     ELLE
                         I brought you some necessities. Pink 
                         sheets. Aromatherapy candles. Loofah. 
                         And The Bible.

               She holds up a "Cosmopolitan".

                                     BROOKE
                         You're an angel.

               Elle squirms in her seat.

                                     ELLE
                         But I have to tell you the real reason 
                         I'm here. Professor Donovan says we 
                         really, really need your alibi.

               Brooke tears up.

                                     BROOKE
                         Elle, I can't. You don't understand.

                                     ELLE
                         Who could better understand than me?

               Brooke dabs her eyes with a corner of the pink Ralph Lauren 
               sheets.

                                     BROOKE
                         It's so shameful...

                                     ELLE
                         Whatever it is -- it could save you.

                                     BROOKE
                         That's just it -- it would ruin me!

                                     ELLE
                         How?

               Brooke composes herself. Takes a deep breath. Looks at Elle.

                                     BROOKE
                         I have made my fortune on my ability 
                         to teach women how to perfect their 
                         bodies with the Brooke's Butt Buster 
                         workout.

                                     ELLE
                         I know! You helped me go from a six 
                         to a four!

               Brooke starts to cry again.

                                     BROOKE
                         On the day of Heyworth's murder, I 
                         was --

               She snorts back a sob.

                                     BROOKE
                         -- getting liposuction.

               Elle gasps.

                                     ELLE
                         No!

                                     BROOKE
                              (completely shamed)
                         I'm a fraud! But it's not like normal 
                         people can have this ass! If my fans 
                         knew, I'd lose everything. I've 
                         already lost my husband. I rather be 
                         in jail then lose my reputation!

               Elle hugs her to her chest, consoling her.

                                     ELLE
                         Your secret is safe with me.

               INT. AUSTEN, PLATT, JARET & DONOVAN - LIBRARY - DAY

               The associates and interns sit at a table piled high with 
               research, as Donovan goes over his notes.

                                     DONOVAN
                         We've got two interviews tomorrow 
                         that Dick and Bobby are gonna handle, 
                         and the ex-wife in an hour.

               He looks up.

                                     DONOVAN
                         Sarah, can you grab me some coffee?

               Sarah rises, and fetches the coffee from the side table.

                                     DONOVAN
                         And according to this communique 
                         from the prison, our client apparently 
                         had a visit from her sister? A Miss 
                         Delta Gamma --

               He looks at Elle.

                                     DONOVAN
                         Anyone you know?

               Elle looks up, caught. The others looks at her.

                                     ELLE
                         I went to get her alibi.

               Emmett looks over, surprised.

                                     DONOVAN
                         Did you get it?

                                     ELLE
                         Yes. But I can't tell you what it 
                         is.

               The others can't believe this.

                                     DONOVAN
                         Why the hell not?

                                     ELLE
                         I promised her I'd keep it secret. I 
                         can't break the bonds of sisterhood!

               Now he's pissed.

                                     DONOVAN
                         Fuck sisterhood. This is a murder 
                         trial, not some scandal at the 
                         sorority house. I want the alibi.

               Sarah sets Donovan's coffee down. Watching to see what Elle 
               will do.

                                     ELLE
                         I can't give it to you. All I can 
                         tell you is that she's innocent.

               An ASSISTANT pokes her head in the room.

                                     ASSISTANT
                         Mr. Donovan? Mrs. Windham Vandermark 
                         is on line two.

               Donovan rises, still annoyed.

                                     DONOVAN
                         Someone reason with her while I take 
                         this.

               He walks out. The others look at Elle.

                                     BOBBY
                         Are you crazy? Tell him the alibi.

                                     ELLE
                         No!

                                     DICK
                         We're gonna lose the case if you 
                         don't.

                                     ELLE
                         Then we're not very good lawyers.

               Emmett hides a smile. Warner leans over to Elle. Sarah is 
               nearby, listening.

                                     WARNER
                              (quietly)
                         If you tell him, you'll probably 
                         make summer associate. Who cares 
                         about Brooke? Think about yourself.

                                     ELLE
                         I gave her my word, Warner.

               Sarah watches -- seeing both Warner and Elle in a different 
               light.

               Donovan storms back in.

                                     DONOVAN
                         The ex-wife seems to be unconcerned 
                         with the fact that her interview is 
                         today. She's at a spa in the 
                         Berkshires.

                                     GERARD
                         A spa?
                              (to Elle)
                         Isn't that like, your Mother-Ship?

               Elle shrugs and looks at Donovan.

                                     ELLE
                         I can go if you want.

                                     ENID
                         Why you?

                                     GERARD
                              (to Enid)
                         Have you ever been to a spa?

                                     ENID
                         And subscribe to the doctrine of 
                         self-hatred imposed upon my gender 
                         by male delusions of the way women 
                         are supposed to look?
                              (beat)
                         Twice. 

               Donovan motions toward Elle. Then looks at Emmett with a 
               pointed "Get the alibi" look.

                                     DONOVAN
                         Go with her.

               INT. EMMETT'S VOLVO - DAY

               Emmett drives, Elle is shotgun.

                                     ELLE
                         Explain to me why you're so anti- 
                         Brooke.

                                     EMMETT
                         Uh, for starters, she won't give us 
                         an alibi --

                                     ELLE
                         Aside from that.

                                     EMMETT
                         She's completely untrustworthy.

                                     ELLE
                         Why?

                                     EMMETT
                         She married an old man, she's made a 
                         living on telling women they're too 
                         fat, she hawks her crap on the Home 
                         Shopping Network...

                                     ELLE
                         A) He's an old man with a really big 
                         penis. B) She never told me I was 
                         fat. And C) Victoria Principal sells 
                         on that network.

                                     EMMETT
                         And D) Brooke is obviously hiding 
                         something.

                                     ELLE
                         But maybe it's not what you think.

                                     EMMETT
                         But maybe it is --

               They're quiet for a moment. She looks at him.

                                     ELLE
                         You're kind of being a butt-head 
                         right now.

                                     EMMETT
                              (amused)
                         How do you figure?

                                     ELLE
                         Because people aren't always what 
                         they seem to be and you refuse to 
                         see that. Have a little faith. You 
                         might be surprised.

               They're quiet again while he thinks about this. He looks 
               over at her.

                                     EMMETT
                         I can't believe you called me a 
                         butthead. No one's called me a butt-
                         head since ninth grade.

                                     ELLE
                         Maybe not to your face...

               She gives him a teasing smile. He smiles back at her, shaking 
               his head.

               INT. SPA - LOBBY - DAY

               Elle and Emmett are at the desk.

                                     ELLE
                         We have two o'clock massages. Kerrigan 
                         and Woods.

                                     DESK CLERK
                         Go on back.

               Elle starts to go, then stops.

                                     ELLE
                         Oh, and my friend Katherine Windham 
                         Vandermark is here somewhere and I'm 
                         supposed to meet her for a Pilates 
                         class. Do you have her schedule?

                                     DESK CLERK
                              (checking)
                         She's in the mud room until four.

               Elle smiles her thanks and walks off with Emmett.

                                     EMMETT
                         Damn. We can't see her for an hour?

                                     ELLE
                         No, she can't move for an hour.

               She grabs his arm and pulls him down the hall.

               INT. SPA - MUD ROOM - DAY

               MRS. WINDHAM VANDERMARK, late 40s, brunette, East Coast hoity-
               toity -- lies on a table like a corpse, stiff with mud, 
               cucumbers over her eyes. Elle and Emmett poke their heads 
               in.

                                     ELLE
                         Mrs. Windham Vandermark?

                                     EMMETT
                         We're here from Austen, Platt, Jaret 
                         & Donovan --

                                     MRS. WINDHAM VANDERMARK
                         So, you found me.

               Emmett looks at Elle.

                                     EMMETT
                              (sotto)
                         She's naked.

                                     MRS. WINDHAM VANDERMARK
                         I'm covered in very expensive Egyptian 
                         mud -- hardly naked.

                                     ELLE
                              (to Emmett)
                         I'll cover her -- parts.

               Elle settles on three washcloths, strategically placed.

                                     MRS. WINDHAM VANDERMARK
                         So, I hear the tart from California 
                         shot Heyworth.

                                     EMMETT
                         Well, that's what we're trying to 
                         prove didn't happen. Do you have any 
                         reason to believe it did?

                                     MRS. WINDHAM VANDERMARK
                         I never met the woman, but from what 
                         my daughter tells me, she's quite 
                         the cun --

                                     ELLE
                              (interrupting her)
                         She's not!

                                     EMMETT
                         Did your daughter ever say anything 
                         to you about Brooke and Heyworth's 
                         relationship?

                                     MRS. WINDHAM VANDERMARK
                         Aside from the fact that he found 
                         her on an infomercial? She said they 
                         humped like gorillas. Chutney could 
                         hear them all the way in the pool 
                         house.

                                     EMMETT
                         I' m sure that was very awkward for 
                         Chutney.
                              (sotto)
                         Much as it is for me, hearing you 
                         tell about it.

                                     MRS. WINDHAM VANDERMARK
                         But I guess it wasn't enough for 
                         Brooke.

                                     EMMETT
                         Why do you say that?

                                     MRS. WINDHAM VANDERMARK
                         Haven't you seen the cabana boy?

                                     ELLE
                              (uneasy)
                         Yes...

                                     MRS. WINDHAM VANDERMARK
                         Like I said, I've never met Brooke, 
                         but I have seen her from a distance. 
                         When I'd come over to pick up the 
                         alimony check that Heyworth forgot 
                         to mail every month, she'd be out by 
                         the pool, with Mr. Hot Pants hovering 
                         over her with some pink drink.

                                     EMMETT
                         Hovering?

                                     MRS. WINDHAM VANDERMARK
                         I didn't stick around long enough to 
                         watch him stick his swizzle stick in 
                         her mouth, but I'd bet my next check 
                         that that's where he was about to 
                         put it.

               INT. EMMETT'S VOLVO - DAY

               Emmett drives, raving.

                                     EMMETT
                         How can you still believe she's 
                         innocent?

                                     ELLE
                         You're going to trust the word of a 
                         woman who named her child after a 
                         condiment? She's ly-ing.

                                     EMMETT
                         And you know this for a fact?

                                     ELLE
                         Did you see the icky black color of 
                         her hair?

                                     EMMETT
                         So?

                                     ELLE
                         I never trust a woman who's not 
                         blonde. Except for my friend Serena, 
                         but that's only because she's a blonde 
                         at heart. That's the whole reason 
                         I'm starting the Blonde Legal Defense 
                         Fund.

               He looks at her and laughs.

                                     EMMETT
                         The what?

                                     ELLE
                         Blondes are discriminated against 
                         worldwide! Brooke's a blonde, and 
                         people are saying she's sleeping 
                         with the cheesy pool boy and shooting 
                         her husband. If she was a mousy 
                         brunette, it would be, "Oh, the poor 
                         widow."

                                     EMMETT
                         You're serious?

               She's fired up now.

                                     ELLE
                         You should see the way I'm treated 
                         in class! I'm a complete source of 
                         mockery.

               This is why the Blonde Legal Defense Fund is needed.

               He goes along with it, won over by her enthusiasm.

                                     EMMETT
                         Okay, how would it work?

                                     ELLE
                         It would be a full-service law firm, 
                         by and for blondes, providing positive 
                         blonde role models and community 
                         outreach in high blonde areas. I 
                         mean, think about it -- name one 
                         blonde intellectual role model.

                                     EMMETT
                         I can't.

                                     ELLE
                         That is a direct result of anti- 
                         blonde discrimination!

                                     EMMETT
                         Wait -- Hilary Clinton.

                                     ELLE
                         If she were a true blonde, she 
                         would've left the cheating bastard. 
                         Blondes don't let their husbands get 
                         fellated by brunettes and live to 
                         tell about it.

               Emmett frowns.

                                     EMMETT
                         In that case, maybe Heyworth got 
                         fellated by a brunette and Brooke 
                         caught him.

                                     ELLE
                         Exactly how much gorilla sex do you 
                         think a sixty-year-old man can take?

                                     EMMETT
                         That's not really a topic that keeps 
                         me up at night -- but maybe it should.

               Elle digs in her purse.

                                     ELLE
                         Speaking of that -- I bought you 
                         some seaweed cream while we were at 
                         the spa.

               She hands it to him. He keeps his hands on the wheel, not 
               taking it.

                                     EMMETT
                         What the hell is that for?

                                     ELLE
                         The bags under your eyes. You're an 
                         attractive man, but you need to take 
                         better care of yourself.

                                     EMMETT
                         I don't --
                              (gesturing to the 
                              cream)
                         Do that stuff.

                                     ELLE
                         Well, you should -- If you look good, 
                         you feel good and if you feel good, 
                         you project joy into the world.

                                     EMMETT
                         Projecting joy is not my job.

                                     ELLE
                              (sighing)
                         Fine. Sorry I brought it up.

               She puts the cream back in her purse. They ride in silence 
               for a moment. Then --

                                     EMMETT
                         You really think I'm attractive?

                                     ELLE
                         For a butt-head? Yes.

               She smiles at him.

               EXT. HARVARD CAMPUS - NIGHT

               Elle walks down the sidewalk to her dorm, approaching Dorky 
               David as he tries to ask out a FRESHMAN GIRL who thinks she's 
               a lot cuter than she actually is. She stands with her freshman 
               friends.

                                     DORKY DAVID
                         So -- I called your room last night.

                                     FRESHMAN GIRL
                              (cold)
                         I heard.

                                     DORKY DAVID
                         I was thinking maybe we could go out 
                         sometime.

                                     FRESHMAN GIRL
                         Uh, no... you're a dork.

               Turns back to her FRIENDS who all laugh at him. Elle winces 
               as she passes.

                                     DORKY DAVID
                              (hopeful)
                         I'm in law school --

               The Freshman Girl turns back to him.

                                     FRESHMAN GIRL
                         Look -- I'm not going out with you. 
                         I can't believe you'd even ask. Girls 
                         like me don't go out with losers 
                         like you.

               Her friends snicker. Elle stops at this and sighs, 
               acknowledging to herself that she has to help this guy. She 
               turns and marches back, SLAPPING Dorky David across the face. 
               Dorky David is stunned, as is the Freshman Girl.

                                     ELLE
                              (upset)
                         Why didn't you call me?

                                     DORKY DAVID
                         What?

                                     ELLE
                         We spend a beautiful night together 
                         and then I never hear from you again?

                                     DORKY DAVID
                         -- uh --

               Elle signals with her eyes for him to go along with it.

                                     DORKY DAVID
                         I'm sorry?

                                     ELLE
                         For what? Breaking my heart or ruining 
                         sex for me with any other man?

                                     DORKY DAVID
                         Uh -- both?

                                     ELLE
                         Forget it. I've already spent too 
                         many hours crying over you.

               She rushes off. Dorky David and the Freshman Girl and her 
               friends watch Elle go. After a moment, the girl turns to 
               David.

                                     FRESHMAN GIRL
                         So, urn, when did you wanna go out?

                                     ANOTHER GIRL
                         I'm free on Friday.

               Walking away, Elle hears this and smiles.

               EXT. COURTHOUSE - DAY

               People ascend the wide courthouse steps.

                                     BAILIFF (O.S.)
                         The first district court is now in 
                         session. The honorable Judge William 
                         R. Ptak presiding.

               INT. COURTROOM - DAY

               The DA grills Mrs. Windham Vandermark.

                                     DA JOYCE RAFFERTY
                         And what was the defendant doing?

                                     MRS. WINDHAM VANDERMARK
                         Sitting next to the pool topless, 
                         while the Latin boy handed her a 
                         drink.

                                                                    CUT TO:

               INT. COURTROOM - DAY

               DA Rafferty continues her grilling.

                                     DA JOYCE RAFFERTY
                         And where was she exactly?

               This time -- Chutney is on the stand.

                                     CHUTNEY
                         Standing over my father's dead body.

                                                                    CUT TO:

               INT. COURTROOM - DAY

               CLOSE ON a tiny Speedo thong.

                                     DA JOYCE RAFFERTY (O.S.)
                         Mr. Salvatore, can you tell us what 
                         this is?

               We PULL BACK to reveal that the DA is holding it up as she 
               questions Enrique.

                                     ENRIQUE
                         My uniform.

                                     DA JOYCE RAFFERTY
                         This is the uniform that Mrs. Windham 
                         asked you to wear while cleaning her 
                         pool?

                                     ENRIQUE
                         Yes.

                                     DA JOYCE RAFFERTY
                         And are you or are you not, having 
                         an affair with Brooke Windham?

               Enrique shifts in his seat.

                                     ENRIQUE
                         Define affair.

                                     DA JOYCE RAFFERTY
                         Have you inserted your genitalia 
                         into hers?

                                     DONOVAN
                         Objection --

                                     DA JOYCE RAFFERTY
                              (to Enrique)
                         Have you and Mrs. Windham had sexual 
                         relations?

                                     ENRIQUE
                         Yes! Okay? Yes!

               The courtroom gasps. Elle looks over at Brooke, who's shaking 
               her head, outraged.

               INT. COURTROOM - MOMENTS LATER

               Everyone files out. As Brooke is being led away, she turns 
               to Elle.

                                     BROOKE
                         I'm not having an affair with Enrique -- 
                         you know a Delta Gamma would never 
                         sleep with a man who wears a thong! 
                         I just liked watching him bend over 
                         to clean the filter --

                                     ELLE
                         I believe you! Don't worry.

               Brooke is taken away.

               INT. ELLE'S DORM ROOM - NIGHT

               Elle, in sweats and a pony-tail, pours over a mammoth-sized 
               deposition. A KNOCK sounds.

                                     ELLE
                         Come in.

               Sarah enters.

                                     SARAH
                              (re the depo)
                         You done with that yet?

               Elle hands the deposition over.

                                     ELLE
                         Take it. I've read it twenty times.

               She grabs another one off of the stack and begins reading.

               Sarah lingers.

                                     SARAH
                         I believe her, too. I don't think 
                         she's having an affair with Enrique.

                                     ELLE
                         Too bad you and I are the only ones.

                                     SARAH
                         I'm still can't believe you didn't 
                         tell Donovan the alibi.

               Elle looks up, defensive.

                                     ELLE
                         It's not my alibi to tell --

                                     SARAH
                              (interrupting)
                         I know. I thought that was very -- 
                         classy of you.

                                     ELLE
                              (surprised)
                         Really? Thanks.

               Sarah starts to go, then stops.

                                     SARAH
                         Have you ever noticed that Donovan 
                         never asks Warner to bring him coffee? 
                         He's asked me at least a dozen times.

               Elle shrugs.

                                     ELLE
                         Men are helpless. You know that.

               Sarah lingers, leaning on the edge of the couch.

                                     SARAH
                         Warner can't even do his own laundry.

                                     ELLE
                         I know. He has it sent out.

                                     SARAH
                         Did you know he got wait-listed when 
                         he applied? His father had to make a 
                         call.

                                     ELLE
                              (stunned)
                         You're kidding!

               A KNOCK sounds on the open door and Margot and Serena poke 
               their heads in.

                                     MARGOT AND SERENA
                         Surprise!

                                     ELLE
                         Oh, my God!

               Sarah watches as Elle jumps up to hug the girls, who each 
               have a bottle of Veuve Cliquot in their hands.

                                     ELLE
                         What're you doing here?!

                                     SERENA
                         We're on our way to the bridal show 
                         in New York so we thought we'd rescue 
                         you from law school for the night.

                                     MARGOT
                              (tempting her)
                         We have a limo downstairs and lots 
                         more of these.

               She wiggles her champagne bottle.

                                     ELLE
                         You guys -- I can't. We're in the 
                         middle of a trial.

                                     SERENA
                         Where's Warner?

                                     SARAH
                              (confused)
                         At the office.

               Margot and Serena look over at her.

                                     MARGOT
                         Oh, how sweet! You made friends with 
                         a nerdy girl.

                                     ELLE
                         Margot!

                                     SERENA
                         Bring her, too.
                              (to Sarah)
                         C'mon. You can wear one of Elle's 
                         outfits.

                                     SARAH
                         That's okay --

                                     MARGOT
                              (to Elle)
                         Speaking of which, can you please 
                         put on some party clothes? You look 
                         like someone rolled you in something 
                         sticky and dragged you through a K-
                         Mart.

                                     ELLE
                              (torn)
                         I can't believe you guys are actually 
                         here -- but this case is important. 
                         I'll make it up to you after finals, 
                         okay? I -- promise. I really want to 
                         do a good job.

               Margot and Serena stare at her, realizing she means it.

                                     SERENA
                         Okay... Call us if you change your 
                         mind.

               They start to head out. Margot hands Sarah the bottle of 
               champagne.

                                     MARGOT
                         Here.

               She spots The Rock on Sarah's finger and grabs her hand.

                                     MARGOT
                         Jesus. Talk about a Rock. You must 
                         be better in bed than you look.

               Elle hustles them out the door.

                                     ELLE
                         I'll call you as soon as it's over, 
                         okay? Sisters forever?

                                     MARGOT AND SERENA
                         Sisters forever.

               She shuts the door behind them. Then looks at Sarah.

                                     ELLE
                         Sorry about that.

               Sarah sets down the Veuve.

                                     SARAH
                         Save it.

               She smiles at Elle.

                                     SARAH
                         We'll drink it after we win.

               Elle smiles.

               INT. BEAUTY OASIS - DAY

               Paulette arranges a nail polish display by the door.

                                     UPS GUY (O.S.)
                         I've got a big one for you.

               Paulette freezes and slowly turns to find UPS Guy holding 
               out a big package.

                                     UPS GUY
                         Can you sign?

               He hands her the computerized tablet and as he does, the pen 
               velcroed to the side falls off.

               Paulette watches as it FALLS IN SLO-MO. Realizing that now 
               is the perfect time to try the Bend & Snap.

               She bends slowly, tush out, knee cocked. She grabs the pen 
               and as she prepares to Snap back up, UPS Guy leans over to 
               help.

                                     UPS GUY
                         Got it?

               Not realizing he's leaning over, she SNAPS back up --

               CLOCKING him in the NOSE with her head.

               He reels backward, holding his nose, blood flowing as Paulette 
               stares at him-in horror.

                                     PAULETTE
                         Oh my God!

                                                                    CUT TO:

               INT. COURTHOUSE - HALLWAY - DAY

               Elle waits in line for the water fountain, talking on her 
               cell phone.

                                     ELLE
                              (into phone)
                         You broke his nose?!

               We INTERCUT with Paulette as she watches UPS Guy being carried 
               out by paramedics on a gurney. The ladies of the shop flutter 
               around him, concerned.

                                     UPS GUY
                         I'm okay --

                                     PAULETTE
                         I think he noticed me, Elle --
                              (sobbing)
                         But only because I maimed him!

                                     ELLE
                              (consoling)
                         I'll be over right after the trial, 
                         okay? We're about to cross-examine 
                         Enrique. And don't worry! My friend 
                         Serena barfed on a guy during "The 
                         Blair Witch Project" and end up dating 
                         him for three months.

               She hangs up. Enrique cuts in front of her in line for the 
               water fountain. She glares at him, tapping her foot.

               He finishes getting his drink and turns, looking at her.

                                     ENRIQUE
                         Don't stomp your little Prada sandals 
                         at me, Miss Thing.

               He walks past, as Elle gapes at him. Realizing.

               INT. COURTROOM - DAY - MOMENTS LATER

               Elle grabs Emmett's arm as he whispers with Donovan.

                                     ELLE
                         He's gay! Enrique is gay!

                                     EMMETT
                         What?!

               She grabs Warner as he's passing.

                                     ELLE
                         Warner, what kind of shoes do I have 
                         on?

               He looks down at her Prada sandals.

                                     WARNER
                         Pink ones.

                                     ELLE
                         See?

               Donovan frowns, not seeing.

                                     DONOVAN
                         What are you talking about?

                                     ELLE
                         He's gay -- he isn't Brooke's lover! 
                         He's making it up. Whoever killed 
                         Heyworth is paying him off.

                                     EMMETT
                         Back up. How do you know he's gay?

                                     ELLE
                         Gay men know designers. Straight men 
                         don't.

               She points at Warner, who shrugs. Brooke leans over.

                                     BROOKE
                         What's going on?

                                     ELLE
                         Enrique's gay. I'm sure of it.

                                     BROOKE
                         He did leave a Cher tape in the pool 
                         house once --

               Donovan scoffs.

                                     DONOVAN
                         While I appreciate your masterful 
                         legal theory, I have a murder trial 
                         to attend to.

               He grabs Emmett's arm and pulls him aside as they confer on 
               more serious matters. Emmett looks at her as if to say 
               "Sorry", before he looks back at Donovan. Brooke looks at 
               Donovan, then back at Elle, rolling her eyes.

               Elle sits down, pissed. Warner is next to her.

                                     ELLE
                         Thanks for the backup.

                                     WARNER
                         How was I supposed to know what kind 
                         of shoes you had on?

               She looks at him like he's a complete idiot, as the judge 
               takes his seat.

               INT. COURTROOM - MOMENTS LATER - DAY

               Donovan is in front of Enrique, who is at the stand.

                                     DONOVAN
                         Mr. Salvatore, do you have any proof 
                         that you and Mrs. Windham were having 
                         an affair?

                                     ENRIQUE
                         Just the love in my heart.

               Women in the audience openly sigh. Elle makes a puke gesture. 
               Enid concurs.

               Donovan smiles a smug smile.

                                     DONOVAN
                         If that's all the proof that he has, 
                         your Honor, I think I'm done here.

               Emmett stands.

                                     EMMETT
                         I have a couple of questions, Your 
                         Honor?

               Donovan glares at him.

                                     EMMETT
                              (sotto to Donovan)
                         Give me two minutes.

               He approaches Enrique and starts firing questions at rapid 
               speed.

                                     EMMETT
                         Did you ever take Mrs. Windham on a 
                         date?

                                     ENRIQUE
                         Yes.

                                     EMMETT
                         Where?

                                     ENRIQUE
                         A restaurant in Oakland. Where no 
                         one would recognize us.

                                     EMMETT
                         And how long have you been sleeping 
                         with Mrs. Windham?

                                     ENRIQUE
                         Three months.

                                     EMMETT
                         And what is your boyfriend's name?

                                     ENRIQUE
                         Chuck.

               The audience lets out a gasp. Elle looks up, shocked, then 
               delighted.

               Enrique begins to sweat.

                                     ENRIQUE
                         I'm sorry, I misunderstood. Chuck is 
                         just a friend.

               CHUCK, scrawny and angry, stands up in the audience.

                                     CHUCK
                         If I'm just your friend, why have we 
                         been doing the slippy-slap every 
                         night for the past six months?

               The courtroom ERUPTS and the judge bangs the gavel.

               Elle smiles victoriously from her seat. Emmett grins back at 
               her.

               Donovan shakes his head, smiling in amazement.

               EXT. COURTHOUSE - DAY

               Elle and Emmett walk down the stairs together in high spirits. 
               Donovan catches up.

                                     DONOVAN
                         Good work today, Ms. Woods.

                                     ELLE
                         Thank you!

               He walks on. She looks at Emmett, excited. He high-fives 
               her.

               INT. BEAUTY OASIS - NIGHT

               Paulette is closing up as Elle follows her around.

                                     PAULETTE
                              (in a giddy, rush)
                         And after they set his nose, he came 
                         back for his truck and I offered to 
                         drive for him since he was still on 
                         pain-killers and we spent the whole 
                         afternoon together! He was unconscious 
                         for part of it, but it was really 
                         fun!

                                     ELLE
                              (hugging Paulette)
                         I'm so happy for you!

                                     PAULETTE
                         How'd it go at the trial?

                                     ELLE
                         Great. Donovan actually said the 
                         words "Good work, Ms. Woods". He 
                         takes me seriously! Can you believe 
                         it?

                                     PAULETTE
                         Of course I can believe it. You're 
                         going to make a great lawyer.

               Paulette looks at Elle. Emotional.

                                     PAULETTE
                         Elle, you've changed my life. You 
                         are the kindest, most wonderful angel. 
                         Without you, I wouldn't have Rufus 
                         or a dinner date. Now go and share 
                         your goodness with the world while I 
                         stay here and have my hoo-hoo waxed.

               INT. AUSTEN, JARET, PLATT AND DONOVAN - HALLWAY - NIGHT

               Elle passes Sarah, who carries a stack of depos into the 
               conference room to Dick and Bobby.

                                     SARAH
                         Donovan asked to see you before you 
                         leave.

                                     ELLE
                              (excited)
                         Really?

                                     SARAH
                         He's already got his coffee -- maybe 
                         he needs a donut.

               They share a smile as Elle walks over to Donovan's glass-
               walled office and knocks on the door. Nervous.

                                     DONOVAN
                         Come on in.

               He beckons her inside, and she goes, shutting the door behind 
               her.

               INT. DONOVAN'S OFFICE - NIGHT

               He's behind his desk. He motions for her to sit in one of 
               the two chairs opposite him.

                                     DONOVAN
                         Sit down.

                                     ELLE
                         Is everything okay?

                                     DONOVAN
                         You followed your intuition today 
                         and you were right on target. I 
                         should've listened.

                                     ELLE
                              (stunned)
                         Thank you.

                                     DONOVAN
                         About the alibi --

               She sighs.

                                     ELLE
                         I'm sorry, but --

                                     DONOVAN
                              (cutting her off)
                         I'm impressed that you took the 
                         initiative to go there and get it. 
                         That's what makes a good lawyer. And 
                         on top of that, you gained the 
                         client's trust and kept it. That's 
                         what makes a great lawyer. You're 
                         smart, Elle. Smarter than most of 
                         the guys I have on my payroll.

               Elle is overwhelmed by his praise.

                                     ELLE
                         Wow. That means so much to me to 
                         hear you say that.

               Donovan walks around his desk and sits in the chair opposite 
               her.

                                     DONOVAN
                         I think it's time discuss your career 
                         path. Have you thought about where 
                         you might be a summer associate?

                                     ELLE
                              (still overwhelmed)
                         Not really. I know how competitive 
                         it all is --

               He smiles.

                                     DONOVAN
                         You know what competition is really 
                         about, don't you?

               Eager for his knowledge, Elle is on the edge of her seat. He 
               leans in.

                                     DONOVAN
                         It's about ferocity. Carnage. 
                         Balancing human intelligence with 
                         animal diligence. Knowing exactly 
                         what you want and how far you'll go 
                         to get it. How far will Elle go?

               As he says the last sentence, he SLIDES his hand UP HER THIGH.

               OUTSIDE DONOVAN'S OFFICE

               Sarah walks down the hallway, glancing in Donovan's office 
               to see --

               HER POV --

               Donovan's hand sliding up Elle's skirt. She shakes her head 
               in disgust, and heads off -- NOT SEEING.

               INT. DONOVAN'S OFFICE

               Elle stares at Donovan in horror, then grabs his hand -- 
               stopping its journey upward.

                                     ELLE
                              (upset)
                         You're hitting on me?

                                     DONOVAN
                         You're a beautiful girl, Elle.

                                     ELLE
                         So everything you just said --

                                     DONOVAN
                         I'm a man who knows what I want.

               Elle rises, stung. She stares at him for a beat.

                                     ELLE
                         And I'm a law student who's finally 
                         realized her professor is a pathetic 
                         asshole.

               She walks out.

                                     DONOVAN
                              (calling out)
                         Too bad. I thought you were a law 
                         student who wanted to be a lawyer.

               Elle keeps walking.

               INT. AUSTEN, JARET, PLATT ETC. - ELEVATOR - MOMENT LATER

               Elle is in the elevator. Flushed and upset. As the doors 
               start to close, Sarah sticks her arm in, blocking them.

                                     SARAH
                         You almost had me fooled.

                                     ELLE
                         What?

                                     SARAH
                         Maybe you should sleep with the judge 
                         too. Then we can win the case.

               Sarah steps back, letting the doors shut.

               INT. BUILDING LOBBY - NIGHT

               Elle stomps out of the elevator, as Emmett gets in.

                                     EMMETT
                              (smiling)
                         Hey --

                                     ELLE
                         I'm quitting.

               She marches past. He follows, catching up.

                                     EMMETT
                         Whoa -- Why?

                                     ELLE
                         Law school was a mistake. Getting 
                         this internship was a mistake.

                                     EMMETT
                         What're you talking about? You earned 
                         it --

               She snorts.

                                     ELLE
                         I didn't earn anything. I got this 
                         internship because Donovan liked the 
                         way I looked. Which he made clear 
                         tonight when he tried to feel me up.

               Emmett looks pissed as he processes this.

                                     EMMETT
                              (mind reeling)
                         So now you're -- ?

                                     ELLE
                         Going back to LA. Maybe I can fulfill 
                         my destiny as a useless bimbo and 
                         join the Swedish Bikini Team. No 
                         more navy blue suits. No more panty-
                         hose. No more trying to be something 
                         I'm not.

                                     EMMETT
                         What if you're trying to be something 
                         you are? The hell with Donovan. Stay.

               She stops, giving him a sad smile.

                                     ELLE
                         Thanks for not treating me the way 
                         everyone else here does. Call me if 
                         you're ever in California.

               She walks out. Emmett watches her go, hating it.

               EXT. BEAUTY OASIS - NIGHT

               Elle's Boxster, packed with suitcases and the potted palm, 
               pulls up.

               INT. BEAUTY OASIS - NIGHT

               Elle sits in front of Paulette, dejected. Not even bothering 
               with a manicure.

                                     PAULETTE
                              (upset)
                         You can't go home!

                                     ELLE
                         What's the point of staying? All 
                         people see when they look at me is 
                         blonde hair and big boobs. No one's 
                         ever going to take me seriously. The 
                         people at law school don't, Warner 
                         doesn't -- I don't even think my 
                         parents take me seriously. They wanted 
                         me to grow up and become a Victoria's 
                         Secret model who marries a rock star. 
                         Now, for the first time, it seemed 
                         like someone expected me to do 
                         something better with my life than 
                         wear underwear for a living. But I 
                         was kidding myself -- Donovan didn't 
                         see me as a lawyer. He saw me as a 
                         piece of ass just like everyone else. 
                         It turns out, I am a joke.

               She stands up.

                                     ELLE
                         The hell with law school. I just 
                         came to say goodbye.

               IN A NEARBY CHAIR

               Professor Elspeth Stromwell spins around, nails drying, facing 
               Elle.

                                     PROFESSOR STROMWELL
                         If you let one stupid prick ruin 
                         your life, you're not the girl I 
                         thought you were.

               Elle looks at her, shocked, as Professor Stromwell stands 
               and goes.

               INT. JAIL WAITING ROOM - NIGHT

               CLOSE ON A TV -- Donovan is being interviewed is on the 
               evening news.

                                     DONOVAN ON TV
                         Enrique Salvatore has been discredited 
                         as a witness.

                                     REPORTER #2 ON TV
                         Did you go in there knowing how you 
                         were going to discredit Mr. Salvatore?

                                     DONOVAN ON TV
                         Absolutely. It's a little thing I 
                         like to call strategy.

               He gives the reporters a smug smile.

               IN THE WAITING ROOM

               Brooke looks away from the TV. Emmett is next to her, prepping 
               her for the following day.

                                     BROOKE
                         Is he always such an ass?

                                     EMMETT
                              (containing himself)
                         He's the top defense attorney in the 
                         state. Of course he's an ass.

                                     BROOKE
                         But is he an ass that's gonna win my 
                         case?

                                     EMMETT
                         He's an ass that's gonna try.

                                     BROOKE
                         He thinks I'm guilty, doesn't he?

                                     EMMETT
                         That's not what's important.

                                     BROOKE
                         To me it is. He doesn't trust me. 
                         Why should I trust him?

               Emmett thinks for a moment. Then looks at Brooke.

                                     EMMETT
                         You're right. Why should you?

               EXT. COURTHOUSE - DAY

               People enter. Reporters set up their cameras. Dorky David 
               passes by in a suit and tie.

               INT. COURTHOUSE - HALLWAY - DAY

               Donovan and Emmett head into the courtroom.

                                     DONOVAN
                         Keep that bitch away from me.

                                     EMMETT
                         She's our client.

                                     DONOVAN
                         Not Brooke. Elle.

                                     EMMETT
                              (blatantly pissed)
                         Funny how a woman can turn into a 
                         bitch just by saying "no".

               Donovan glares at Emmett as they continue in.

               Behind them -- SARAH stops in her tracks, having heard all 
               of this.

               INT. COURTROOM - MOMENTS LATER

               Donovan takes his seat next to Brooke. She smiles at him.

                                     DONOVAN
                         What're you so happy about? You're 
                         on trial for murder.

                                     BROOKE
                         Get up.

                                     DONOVAN
                         What?

                                     BROOKE
                         You're fired. I have new 
                         representation.

                                     DONOVAN
                         Who?

               The door of the courtroom BANGS open and ELLE STRIDES IN, 
               dressed in a Prada mini-dress, Underdog in her purse. She 
               blows a bubble, lets it pop, then sets her briefcase down 
               next to Donovan's.

                                     ELLE
                              (to Donovan)
                         Excuse you. You're in my way.

               She nudges him aside. Donovan looks at Brooke.

                                     DONOVAN
                         She's a law student. She can't defend 
                         you.

               Dorky David steps up, holding out a marked casebook.

                                     DORKY DAVID
                         Massachusetts Supreme Judicial Court 
                         Rule 3:03.

                                     ELLE
                              (to Donovan)
                         See?

                                     JUDGE
                         Counselors, approach the bench.

               Elle starts to head up.

                                     DONOVAN
                         You're not going up there.

                                     ELLE
                         Yes, I am.

                                     BROOKE
                              (to Donovan)
                         I don't think you heard me. You're 
                         fired. She's my lawyer.

                                     JUDGE
                         Counselors, now. All of you.

               Elle, Donovan and Emmett head up, as does the DA. Elle hands 
               the judge the case book.

                                     ELLE
                         Elle Woods, your honor. Rule 3:03 of 
                         the Supreme Judicial Court states 
                         that a law student may appear on 
                         behalf of a defendant in criminal 
                         proceedings.

                                     DA JOYCE RAFFERTY
                              (stoked)
                         I have no problem with this.

                                     DONOVAN
                         I do. I'm not allowing it.

                                     ELLE
                              (pointedly)
                         But you agreed last night. In the 
                         office? When we were discussing my 
                         "career"?

               The implication lingers in the air, as Donovan glares at 
               her.

                                     JUDGE
                              (reading the casebook)
                         The ruling also states that you need 
                         a licensed attorney to supervise 
                         you. Mr. Donovan?

                                     DONOVAN
                         That, I won't agree to.

               Emmett steps forward.

                                     EMMETT
                         I'm supervising, Your Honor.

               Elle smiles at him. Donovan looks from Emmett to Elle, 
               completely derailed.

                                     JUDGE
                         Well, then, Ms. Woods. Proceed.

               Elle walks back to the table with a grin. Warner looks 
               shocked.

               IN THE AUDIENCE

               Paulette beams, the UPS Guy in the nose brace, next to her.

               Serena and Margot, now in attendance, STAND clapping and 
               squealing in a completely inappropriate way.

                                     SERENA
                         Go, Elle!

               Donovan takes a seat in the audience. As he passes by Brooke:

                                     DONOVAN
                         Enjoy prison.

               The judge looks at Brooke.

                                     JUDGE
                         Mrs. Windham, you do realize what 
                         you're doing?

                                     BROOKE
                         Absolutely.

               As Donovan sits, Margot leans over.

                                     MARGOT
                         Don't fuck with a Delta Gamma.

               AT THE DEFENSE TABLE

               Sarah leans forward to Elle, who gathers her notes.

                                     SARAH
                         Kick some butt.

               Elle looks at her, surprised.

                                     JUDGE
                         Ms. Woods, call your first witness.

                                     ELLE
                         I'd like to recall Chutney Windham 
                         as a defense witness.

               The crowd murmurs. Donovan rolls his eyes.

               INT. COURTROOM - DAY - MOMENTS LATER

               Chutney takes her hand off of the Bible and sits.

                                     JUDGE
                         Ms. Woods, begin your questioning.

                                     ELLE
                         First, your Honor, I'd like to point 
                         out that not only is there no proof 
                         in this case, but there's a complete 
                         lack of mens rea, which by definition 
                         tells us that there is no crime 
                         without a vicious will.

               The DA rolls her eyes, as do the lawyers present.

                                     JUDGE
                         I am aware of the meaning of mens 
                         rea. What I am unaware of is why 
                         you're giving me a vocabulary lesson 
                         instead of questioning your witness.

               Flustered, Elle turns to Chutney.

                                     ELLE
                         Okay -- Ms. Windham, when you uh 
                         arrived back at the house? Was your 
                         father there? 

                                     CHUTNEY
                         Not that I saw. But like I said, I 
                         went straight upstairs to take a 
                         shower.

                                     ELLE
                         And when you came downstairs, what 
                         happened?

                                     CHUTNEY
                         I saw Brooke standing over his body, 
                         drenched in his blood.

                                     ELLE
                         But Mrs. Windham didn't have a gun?

                                     CHUTNEY
                         No, she'd stashed it by then.

               Brooke rolls her eyes.

                                     EMMETT
                         Move to strike that from the record, 
                         your Honor. Speculation.

                                     JUDGE
                         Stricken.

               Elle mentally kicks herself for not doing this herself. 
               Eirimett gives her a reassuring nod. She takes a deep breath, 
               then continues on.

                                     ELLE
                         Did you hear a shot fired?

                                     CHUTNEY
                         No. I was in the shower.

                                     ELLE
                         So at some point in the -- twenty 
                         minutes you were in the shower, your 
                         father was shot?

                                     CHUTNEY
                         I guess.

               Elle paces a bit. Underdog watches from her purse on the 
               table, intrigued by her line of questioning.

                                     ELLE
                         Your father was shot while you were 
                         in the shower?

               Gerard looks at Emmett.

                                     GERARD
                         Where's she going with this?

                                     EMMETT
                         Have a little faith.

                                     ELLE
                         But you didn't hear the shot, because 
                         you were in the shower.

                                     CHUTNEY
                              (annoyed)
                         Yes. I was washing my hair.

               Elle's onto something, but not sure what.

                                     ELLE
                         Miss Windham, can you tell us what 
                         you'd been doing earlier in the day?

                                     CHUTNEY
                         I got up, went to Starbucks, went to 
                         the gym, got a perm, and came home.

                                     ELLE
                         Where you got in the shower.

                                     CHUTNEY
                              (impatient)
                         Yes.

                                     JUDGE
                         I believe the witness has made it 
                         clear that she was in the shower.

               People start to murmur. Donovan snickers. Sarah looks worried.

                                     ELLE
                         Yes, Your Honor. Had you ever gotten 
                         a perm before, Miss Windham?

                                     CHUTNEY
                              (confused)
                         Yes.

               The beginnings of a smile start to spread across Elle's face.

                                     ELLE
                         How many, would you say?

                                     CHUTNEY
                         Two a year since I was twelve. You 
                         do the math.

                                     ELLE
                         You know, a girl in my sorority, 
                         Tracy Marcinko, got a perm once. 
                         Even though we all told her not to.  
                         Curls really weren't the right look 
                         for her --
                              (chummy)
                         She didn't have your bone structure.

               Chutney almost smiles.

                                     ELLE
                         But, thankfully, that same day, she 
                         entered the Pi Kap wet t-shirt contest 
                         where she was completely hosed down 
                         from head to toe.

               Donovan shakes his head at her incompetence.

                                     DA JOYCE RAFFERTY
                         Objection. Why is this relevant?

               Emmett clears his throat, worried. Elle turns around, giving 
               him a "trust me" look. Then turns back to the judge.

                                     ELLE
                              (to the judge)
                         I have a point. I promise.

                                     JUDGE
                         Then make it.

               Elle looks at Chutney.

                                     ELLE
                         Chutney, why is it that Tracy 
                         Marcinko's curls were ruined when 
                         she got hosed down?

                                     CHUTNEY
                         Because they got wet.

                                     ELLE
                         That's right. Because isn't the first 
                         cardinal rule of perm maintenance 
                         that you are forbidden to wet your 
                         hair for at least twenty-four hours 
                         after getting a perm at the risk of 
                         de-activating the ammonium 
                         thiglycolate?

               Chutney pales.

                                     CHUTNEY
                         Yes --

               Elle continues.

                                     ELLE
                         And wouldn't someone who's had thirty 
                         perms throughout her lifetime, be 
                         well aware of this rule?

               Chutney doesn't answer. She just glares at Brooke.

                                     ELLE
                         And if you, in fact, were not washing 
                         your hair, as I suspect you were 
                         not, since your curls are still 
                         intact, wouldn't you have heard the 
                         gunshot?

               Chutney continues to glare.

                                     ELLE
                         And if you in fact, heard the gunshot, 
                         then Brooke Windham wouldn't have 
                         had time to hide the gun before you 
                         got downstairs. Which would mean 
                         that you would've had to have found 
                         Mrs. Windham with a gun in her hand 
                         to make your story sound plausible. 
                         Isn't that right?

                                     CHUTNEY
                         She's younger than I am. Did she 
                         tell you that? How would you feel if 
                         your father married someone younger 
                         than you?

                                     ELLE
                         You, however, had time to hide the 
                         gun, didn't you, Chutney? After you 
                         shot your father?

               Brooke looks at Chutney in horror, realizing.

                                     CHUTNEY
                         I didn't mean to shoot him --
                              (to Brooke)
                         I meant to shoot you!

               Pandemonium erupts. The gavel pounds.

                                     BROOKE
                         I knew it!

               Elle looks at Emmett, elated at what's just happened.

                                     ELLE
                              (shocked)
                         Oh, my God!

                                     EMMETT
                              (even more shocked)
                         Oh, my God!!

               INT. COURTHOUSE FOYER - DAY

               Reporters mob Elle and Brooke as they make their way out of 
               the courtroom.

                                     REPORTER
                         Elle, how did you know Chutney was 
                         lying?

                                     BROOKE
                         Because she is brilliant.

                                     ELLE
                              (humble)
                         The rules of haircare are simple and 
                         finite. Any Cosmo girl would've known.

               The reporters laugh as they snap pictures of her and a happy 
               Brooke.

               INT. WOODS' BEL AIR HOME - GYM - SAME TIME

               CLOSE ON THE TV -- the channels change: golf -- a commercial --

               ELLE IN THE COURTHOUSE.

                                     DANIEL (O.S.)
                         What the -- ?

               Daniel, Elle 's father, watches TV as he does his morning 
               workout on the treadmill.

                                     DANIEL
                         Honey, stop!
                              (proud)
                         Ellie's on TV! 

               He looks next to him, where Sapphire is upside down on a 
               yoga inversion machine.

               SAPPHIRE'S POV -- THE UPSIDE-DOWN TELEVISION WITH ELLE ON 
               IT.

                                     SAPPHIRE
                         Oh, my God! What happened to her 
                         tan?

               INT. COURTHOUSE FOYER - MOMENTS LATER

               As the reporters continue to mob Brooke, Elle steps aside to 
               talk to Serena and Margot.

                                     SERENA
                         I wish we could stay longer, but I 
                         have a game.

                                     ELLE
                         I can't believe you're a Laker Girl!

                                     MARGOT
                         Hello! You're like, a lawyer.

                                     ELLE
                              (grinning)
                         Not yet.

               Enid walks up to the girls.

                                     ENID
                              (to Elle)
                         Even though you knew your shit today -- 
                         you're still a product of the 
                         patriarchy and a creation of the 
                         male-dominated media. And so are 
                         your friends.

               She looks at Serena.

                                     ENID
                              (to Serena)
                         Although -- you're kinda hot. Call 
                         me.

               She walks off. Serena looks alarmed.

                                     ELLE
                              (hugging them)
                         Don't worry. She's harmless. I'll 
                         see you guys soon! Thanks for coming!

               She air-kisses them as Margot leads a still shell-shocked 
               Serena away as Emmett walks up to Elle.

               EXT. COURTHOUSE STEPS - DAY - LATER

               Elle looks up at the courthouse as the sun sets behind it. 
               She smiles, proud of herself.

                                     WARNER (O.S.)
                         You were amazing today.

               She turns and finds Warner.

                                     ELLE
                         Thank you.

               He moves closer.

                                     WARNER
                         It made me realize something. I'm an 
                         idiot.

                                     ELLE
                         Really?

               He turns on the charm.

                                     WARNER
                         I want to be with you, Elle. Forever.

               He pulls her close, hand around her waist, kissing her. She 
               looks up at him, a trace of the old love in her eyes. For a 
               moment, she melts.

                                     ELLE
                         I want to be with you, too, Warner.

               After a moment, she steps back, removing his hand from her 
               waist and wrenching it behind his back.

                                     ELLE
                         In court. On opposing sides.

                                     WARNER
                              (shocked)
                         Are you serious?

                                     ELLE
                         Huh. Imagine that. Looks like I am.

               She walks down the steps. Warner watches her go, then turns 
               to see Sarah, who's witnessed the entire episode. She glares 
               at him, then walks past.

                                     WARNER
                         Sarah -- hold on.

               She shoves him, knocking him on his ass, then rushes to catch 
               up with Elle.

                                     SARAH
                              (calling out)
                         Elle, wait up --

               Elle turns.

                                     SARAH
                              (sheepish)
                         I'm a bitch.

                                     ELLE
                         Yes, you are.

                                     SARAH
                         And Donovan's a scumbag for coming 
                         on to you.

                                     ELLE
                         Yes, he is.

               They look at each other in a silent truce.

                                     SARAH
                         So -- can we drink that champagne 
                         when I get back from the pawnshop?

               She pulls off her engagement ring.

                                     ELLE
                         You're pawning The Rock?!

                                     SARAH
                         Hell, yes. We've got finals to study 
                         for. In Jamaica.

               She smiles and heads off. Elle smiles, processing this as 
               Emmett approaches Elle.

                                     EMMETT
                         Up for a celebration dinner?

                                     ELLE
                         Are you asking me on a date?

                                     EMMETT
                         As long as you realize I'm not just 
                         some man-toy you can show off like a 
                         trophy.

                                     ELLE
                              (joking)
                         Then, forget it. Besides, I have an 
                         early class tomorrow.

                                     EMMETT
                         So Friday at eight?

               She smiles at him.

                                     ELLE
                         Perfect.

               She heads down the stairs, stops and thinks a moment, then 
               runs back up -- Grabbing Emmett in a hellacious KISS. He 
               kisses her back.

                                      

               We CRANE UP as they embrace on the courthouse steps.

                                                                  FADE OUT:

               FADE IN:

               EXT. HARVARD LAW SCHOOL QUAD - DAY

               "Welcome Law Students Class of 2004" banners hang over 
               orientation tables. Nervous first year students stand in 
               line.

               We PAN ACROSS a row of club tables -- passing "Harvard Law 
               Journal" and "Environmental Law Association" -- until we 
               reach a table that proudly bears the banner of "Blonde Legal 
               Defense Club".

               Elle, in a red 2L t-shirt, stands behind the table, 
               straightening some flyers. UNDERDOG is plopped down on top 
               of the stack. Elle turns to see EMMETT next to her.

                                     EMMETT
                              (re Underdog)
                         Someone missed you.

                                     ELLE
                         Is he the only one?

                                     EMMETT
                         What do you think?

               They kiss.

                                     EMMETT
                              (re the crowd)
                         Looks like you're pretty popular.

               Elle smiles, turning back as A NERVOUS 1L GIRL steps up.

                                     NERVOUS 1L GIRL
                         Do you have to be blonde to sign up?

                                     ELLE
                         Only blonde at heart.
                              (to the girl next to 
                              her)
                         Right?

               Elle smiles and looks down at -- the NEWLY BLONDE SARAH.

               Sarah returns the smile as we PULL BACK to see a CROWD of 
               first year girls gathered around Elle's table, rushing to 
               sign up. Ready to be as blonde as they can be.

                                                                  FADE OUT:

                                         THE END