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Little Miss Sunshine Script
(Edit)

Little Miss Sunshine
                                   LITTLE MISS SUNSHINE

                                     by Michael Arndt

                                         10/9/03

                

               ECU - VIDEO PIXELS

               Five young women stand side by side, waiting to be judged -- 
               breathless, hopeful. A name is announced. Four hearts break.

               The camera ZOOMS across the smiles of the losers to find a 
               winner. She bursts into tears, hugs the nearest runner up.

               Begin CREDITS.

               MUSIC -- quiet and melancholy -- plays over all the opening 
               scenes, leading to the Title card.

               The Contest Winner cries and hugs the Runners-up as she has 
               the tiara pinned on her head. Then -- carrying her bouquet -- 
               she strolls down the runway, waving and blowing kisses.

               INT. BASEMENT REC ROOM - DAY

               A six-year-old girl sits watching the show intently.

               This is OLIVE. She is big for her age and slightly plump.

               She has frizzy hair and wears black-rimmed glasses. She 
               studies the show very earnestly.

               Then, using a remote, she FREEZES the image.

               Absently, she holds up one hand and mimics the waving style 
               of Miss America. She REWINDS the tape and starts all over,

               Again, Miss America hears her name announced, and once again 
               breaks down in tears -- overwhelmed and triumphant.

                                     RICHARD (V.O.)
                         There's two kinds of people in this 
                         world -- Winners... and Losers.

               INT. CLASSROOM - DAY

               RICHARD (45) stands at the front of a generic community 
               college classroom -- cinderblock walls, industrial carpeting.

               He wears pleated khaki shorts, a golf shirt, sneakers. He 
               moves with the stocky, stiff-legged gait of a former athlete. 
               His peppy, upbeat demeanor just barely masks a seething sense 
               of insecurity and frustration. MUSIC continues underneath.

                                     RICHARD
                         If there's one thing you take away 
                         from the nine weeks we've spent, it 
                         should be this: Winners and Losers. 
                         What's the difference?

               Richard turns with a remote and clicks through a Power Point 
               presentation, projected on the wall behind him.

               The slides mimic Darwin's "Evolution of Man" chart, except 
               that they show a lumpy, hunched-over, sad-sack "Loser" evolve 
               into a smiling, triumphant, arms-over-his-head "Winner".

                                     RICHARD
                         Winners see their dreams come true. 
                         Winners see what they want, they go 
                         out and they get it. They don't 
                         hesitate. They don't make excuses. 
                         And they don't give up. Losers don't 
                         get what they want. They hesitate. 
                         They make excuses. And they give up. 
                         On themselves and their dreams.

               Richard puts down his remote for the big finale. In the dim 
               half-light, it's a hushed, dramatic moment.

                                     RICHARD
                         Inside each of you -- at the very 
                         core of your being -- is a Winner 
                         waiting to be awakened... and 
                         unleashed upon the world. With my 
                         nine step "Unleash the Winner Inside" 
                         program, you now have the tools, the 
                         know-how, the insights you need to 
                         put your losing habits behind you 
                         and make your dreams come true. No 
                         hesitating! No excuses! I want you 
                         to go out into the world... and be 
                         Winners!

               Big smile.

               REVERSE ANGLE -- There are twenty STUDENTS in a classroom 
               that could seat two hundred. They CLAP half-heartedly.

               Then there's an awkward moment when everyone gathers their 
               stuff. No one says anything. Chairs SCRAPE the floor.

                                     SHERYL (V.O.)
                         ...Yeah, I'm on my way now.

               INT. CAR - DAY

               A woman, SHERYL, 40s, is smoking and talking on a cell phone 
               as she weaves through a strip-mall landscape. She wears office 
               attire and a name tag that reads, "Sheryl".

                                     SHERYL
                         ...I don't know how long... I don't 
                         know...! Richard, he doesn't have 
                         anywhere else to go!

               She takes a drag, listens with increasing irritation, then 
               exhales. A beat.

                                     SHERYL
                         I'm not smoking... I'm not! Look, 
                         I'm at the hospital...
                              (beat)
                         Yeah, I'll pick up a bucket of 
                         chicken. Okay, bye.

               She beeps off her phone.

               EXT. HOSPITAL CORRIDOR - DAY

               Sheryl strides anxiously down a hospital corridor, fingering 
               a small cross on her necklace, going from one room to another, 
               checking room numbers. She finds the room she's looking for.

               As she tries to enter, a DOCTOR emerges. They nearly collide.

                                     DOCTOR
                         Ms. Harvey?
                              (Sheryl nods)
                         Your brother's fine...

               Sheryl exhales, hugely relieved.

               INT. HOSPITAL ROOM - DAY

               In a wheelchair, parked against a wall, is Sheryl's brother, 
               FRANK, also middle-aged. His wrists are wrapped in bandages.

               With empty eyes, he listens to the muted VOICE of the Doctor 
               coming from the hallway.

                                     DOCTOR (O.S.)
                         ...Keep him away from sharp objects: 
                         knives, scissors... If you have 
                         medications -- depressants -- in 
                         your house, keep them secured...

               INT. HOSPITAL CORRIDOR - DAY

               Sheryl listens to the Doctor.

                                     DOCTOR
                         I'd prefer to keep him, but...

                                     SHERYL
                         I know, the insurance...

               She shakes her head and sighs.

                                     DOCTOR
                         You want to see him...?

               INT. HOSPITAL ROOM - DAY

               Sheryl and the Doctor enter. Frank barely reacts.

                                     SHERYL
                         Hey, Frank...

                                     FRANK
                         Sheryl.

               Fighting tears, she goes and hugs him.

                                     SHERYL
                         I'm so glad you're still here.

                                     FRANK
                         Well. That's one of us.

               INT. BATHROOM - DAY

               Two hands spill a brown powder onto a small mirror.

               A razor blade cuts the powder into lines.

               A rolled-up dollar bill lowers. The lines are snorted.

               The snorter lifts his head up. He is a short, chunky, balding 
               old man -- a Roz Chast kind of grandfather.

               This is GRANDPA, 80 years old.

               He sits down on the toilet seat, rubs his nose, takes a breath 
               and relaxes as the drugs flood his system.

               INT. DWAYNE'S BEDROOM - DAY

               DWAYNE is a handsome, skinny fifteen year old with a mohawk. 
               He lies on his back in his bedroom, bench-pressing a barbell.

               The bedroom is dominated by a huge portrait of Friedrich 
               Nietzsche, painted on a bed sheet, hanging on one wall.

               JUMP CUTS:

               Dwayne does vertical sit-ups on a wall-mounted brace.

               Dwayne does vertical push-ups leaning against the wall.

               Dwayne breathes heavily, having finished his work-out.

               He walks to a home-made calendar on the wall made from a 
               long roll of computer paper. It is marked, "Enlistment."

               On the roll is a long grid of maybe a thousand squares. About 
               half the squares have been filled in with magic marker.

               Dwayne uncaps a magic marker and fills in one more square.

               INT. CAR - DAY

               Sheryl drives Frank home from the hospital. They say nothing. 
               Sheryl sneaks glances at Frank. Hesitantly:

                                     SHERYL
                         You want to talk? Or no?

               Frank stares at the road in front of them. Finally:

                                     FRANK
                         No.

                                     SHERYL
                         Okay.

               She nods. They keep driving.

                                                              FADE TO BLACK

               TITLE:                "LITTLE MISS SUNSHINE"

               MUSIC ENDS.

               INT. KITCHEN - DAY

               An empty kitchen. A phone and answering machine sit in the 
               FOREGROUND. The message light is BLINKING.

               In the background, through a doorway, the front door opens. 
               Sheryl and Frank enter carrying several bags and suitcases.

                                     SHERYL
                              (calling out)
                         Hello! Anyone...?!

               INT. HALLWAY - DAY

               She leads Frank down a hallway. He follows passively.

                                     SHERYL
                         Down here. We have you with Dwayne.

               She knocks and pushes open the door to Dwayne's room. Dwayne 
               is on the bed, reading THUS SPOKE ZARATHUSTRA. He sits up.

                                     SHERYL
                         Dwayne? Hi, Uncle Frank's here,

               Frank hesitates. He gives Sheryl a look: "You're kidding."

                                     SHERYL
                         He doesn't mind, Frank. We talked.

               Frank makes a half-gesture towards the rest of the house.

                                     SHERYL
                         We can't have you sleeping alone. 
                         The doctors said...
                              (he looks at her)
                         I'm sorry. I have to insist.

               Dwayne gets up and exits the room, pushing past them and 
               avoiding eye contact. Sheryl enters the bedroom.

               INT. DWAYNE'S BEDROOM - DAY

               Sheryl goes and brushes off a cot. Frank remains outside.

                                     SHERYL
                         You'll get along fine. He's really 
                         quiet. Look, I set up a cot.
                              (he hesitates)
                         Please, Frank? Please?

               Very unhappily, Frank enters the room and just stands there.

                                     SHERYL
                         Thank you. I gotta start dinner. 
                         Come out when you're settled? And 
                         leave the door open. That's important.
                              (beat)
                         I'm glad you're here.

               She gives him a kiss on the cheek, then departs.

               Frank sits on the cot in his nephew's bedroom. On it is a 
               Muppet sleeping bag with the Cookie Monster eating a cookie.

               Frank glances at the sleeping bag, then averts his eyes.

               This is pretty much the worst moment of his life.

               INT. DINING ROOM - DAY

               Dwayne is at the dinner table, reading.  Sheryl walks by.

                                     SHERYL
                         Dwayne, honey, there's a bucket of 
                         chicken in the car. Can you get it 
                         and I'll make a salad?

               Dwayne silently gets up and departs, and the chaotic ballet 
               of dinner preparations in the Harvey household begins. Sheryl 
               opens the door to the downstairs rec room and shouts.

                                     SHERYL
                         Olive?!

                                     OLIVE (O.S.)
                         Yeah?!

                                     SHERYL
                         Is Grandpa with you?!

                                     OLIVE (O.S.)
                         Yeah!

                                     SHERYL
                         What are you guys doing?

                                     OLIVE (O.S.)
                         Rehearsing!

                                     SHERYL
                         Okay! Dinner in ten minutes!

                                     OLIVE (O.S.)
                         Okay!

               INT. KITCHEN - DAY

               Sheryl enters, opens the refrigerator, and begins pulling 
               out stuff to make a salad.

               Abruptly, from the kitchen side door, Richard enters.

                                     RICHARD
                         Hi.

                                     SHERYL
                         Hi.  Frank's here.

                                     RICHARD
                         Oh. Did Stan Grossman call?

                                     SHERYL
                         Check the machine.

               He walks over and hits the answering machine.

                                     MACHINE
                         Hello. You have one message.

               It rewinds. Dwayne enters holding a bucket of KFC.

                                     SHERYL
                         Just put it on the table, hon. And 
                         can you set the table? We'll do paper 
                         plates tonight. I'll get cups and 
                         napkins.

               Dwayne nods and departs. Sheryl exits in the other direction. 
               The phone message begins.

                                     JEFF (O.S.)
                         Sheryl, hey, it's Jeff. Listen, great 
                         news. You know, when Olive was down 
                         here last month, she was runner up 
                         in the regional Little Miss 
                         Sunshine...?

                                     RICHARD
                              (calling to Sheryl)
                         It's from Jeff.
                              (to himself)
                         Fuck!

               He stalks off. The MESSAGE plays to the empty kitchen.

                                     JEFF (O.S.)
                              (filtered)
                         ...Well, they just called me and 
                         said that the girl who won had to 
                         forfeit her crown. I don't know why -- 
                         something about diet pills -- but 
                         anyway, that means Olive won the 
                         regionals, so now she has a place in 
                         the State contest in Boca. They want 
                         to make sure she can make it, so I 
                         said you'd call them...

               Sheryl re-enters. She tries to listen to Jeff's message.

                                     JEFF (O.S.)
                         ...The woman's name is Lauren 
                         Henderson and her number...

               BEEEEP. The machine cuts him off. Sheryl, not understanding, 
               shakes her head and returns to making her salad. Richard re-
               enters, picks up the phone and dials. Over the following, 
               Dwayne comes in and out, picking up stuff to set the table.

                                     RICHARD
                              (into phone)
                         Richard Harvey for Stan Grossman. 
                         Can you reach him...?! Yeah, tell 
                         him I want to know this thing is 
                         done -- I'm waiting for the numbers. 
                         No, I understand that. I understand. 
                         Look, he has my cell, if he could 
                         just call me anytime over the weekend 
                         and let me know we're on, I'd be 
                         very, very grateful. Okay. Thank 
                         you. Bye.

               He hangs up.

                                     RICHARD
                         Bitch.

                                     SHERYL
                         Richard...! So what happened with 
                         Stan Grossman?

                                     RICHARD
                         He's still in Atlanta.

                                     SHERYL
                         So why hasn't he called you?

                                     RICHARD
                         Will you let me worry about this?!

               Sheryl exhales, goes back to her salad. Dwayne comes in.

                                     SHERYL
                         Dwayne, can you check on Frank? Tell 
                         him it's dinner time.

               Dwayne nods and heads off. Sheryl walks back to the door to 
               the downstairs rec room and opens it again.

                                     SHERYL
                         Olive?! Dinner time!

                                     OLIVE (O.S.)
                         Okay!

               INT. DWAYNE'S BEDROOM - DAY

               Frank sits on the cot, staring at a photo in his wallet (we 
               can't see it). FOOTSTEPS approach. Frank puts the photo away.

               Dwayne appears in the door, knocks, and mimes eating.

                                     FRANK
                         Dinner?
                              (Dwayne nods)
                         What? You don't talk anymore?
                              (Dwayne shakes his 
                              head)
                         Why not?

               Dwayne rolls his eyes and half-shrugs.

                                     FRANK
                         You can talk. You just choose not 
                         to?

               Dwayne nods. Then he points to the bed-sheet painting of 
               Nietzsche hanging on his wall. Frank turns and looks.

                                     FRANK
                         Is that Nietzsche? You don't speak 
                         because of Friedrich Nietzsche?

               Dwayne nods, turns and leaves. Frank considers this.

                                     FRANK
                         Far out.

               INT. DINING ROOM - DAY

               Dwayne sits in his chair, folds his arms, and -- scowling -- 
               waits for everyone else to arrive. Frank tentatively follows. 
               Sheryl comes out and puts her salad on the table.

                                     SHERYL
                         Frank, you can sit here, next to 
                         Dwayne. Here's the salad. I'm gonna 
                         run get Sprite for everyone.

               She walks off, pausing to open the rec room door again.

                                     SHERYL
                         Olive! Come on! Dinner time!

                                     OLIVE (O.S.)
                         Coming!!!

               Sheryl disappears, leaving Dwayne and Frank alone. Frank 
               sits. Dwayne scowls at the table in front of him.

               Frank looks at his place setting -- a paper plate and a Big 
               Gulp cup with the Incredible Hulk on it. He picks up the cup 
               and examines it dispassionately. He puts it down.

               Dwayne doesn't move. Frank glances at Dwayne, not knowing 
               what to do. He seems to have met someone who is at least as 
               unhappy as he is.

               This intrigues him. He ventures:

                                     FRANK
                         Got a girlfriend?

               Dwayne looks at Frank, then shakes his head.

                                     FRANK
                         Boyfriend?

               Dwayne gives Frank a look.

                                     FRANK
                         Kidding. Kidding. I know.
                              (beat)
                         So who do you hang out with?

               Dwayne shakes his head.

                                     FRANK
                         No one? There must be someone...!
                              (Dwayne shakes his 
                              head)
                         You don't hang out with anyone? Oh 
                         come on. You must have one friend!

               Dwayne reaches in his back pocket and pulls out a palm-sized 
               pad of paper. He flips it open and scribbles a note.

               He shows it to Frank. It reads:

                                    "I hate everyone."

                                     FRANK
                         Everyone? What about your family?

               Dwayne scribbles again. He shows it to Frank. It now reads:

                                   "I hate everyone!!!"

               He's underlined "everyone" three times. Frank looks at him.

                                     FRANK
                         You hate me?

               Dwayne considers this. He scribbles a new note. It reads:

                                        "Not yet."

                                     FRANK
                         Fair enough.

               They go back to sitting in silence. Richard comes out.

                                     RICHARD
                         Frank. Good to see you.

                                     FRANK
                         Richard...

               They shake. Richard sits down. Silence. Richard stands up.

                                     RICHARD
                         I'm gonna get Olive.

               He walks to the downstairs doorway and shouts.

                                     RICHARD
                         Dad! Olive! Come on!

                                     OLIVE (O.S.)
                              (shrieking)
                         We're coming!!!

               Sheryl enters with a big bottle of Diet Sprite.

                                     SHERYL
                         You guys, go on and start. Frank, 
                         some Sprite? I want everyone to have 
                         at least a little salad.

                                     FRANK
                         Thanks, Sheryl.

               She pours him a cup, sits down, and starts opening containers 
               of cole slaw and mashed potatoes.

               Richard returns to the table, sits, and grabs a piece of 
               chicken from the bucket. Dwayne follows suit, as does Frank.

               The meal begins. Three seconds of silence.

                                     FRANK
                         So, Sheryl... I couldn't help notice 
                         Dwayne has stopped speaking.

                                     SHERYL
                         Oh! I'm sorry. Dwayne's taken a vow 
                         of silence.

                                     FRANK
                         You've taken a vow of silence?!

               Dwayne nods.

                                     SHERYL
                         He's gonna join the Naval Academy 
                         and become a fighter pilot. He's 
                         taken a vow of silence until he 
                         reaches that goal.

                                     FRANK
                              (to Dwayne)
                         You're kidding...!

               Dwayne stares at Frank. He's not kidding. Olive enters the 
               dining room, with Grandpa following.

                                     OLIVE
                         Hi, Uncle Frank!

                                     FRANK
                         Olive. Boy, you're gettin' big!
                              (to Sheryl)
                         Is she big for her age?

               Sheryl nods. Olive, unprompted, walks over and gives him a 
               kiss on the cheek. She sees the bandages on Frank's wrists.

                                     OLIVE
                         What happened to your arms?

                                     SHERYL
                         Olive...

                                     FRANK
                         No, it's okay. I had a little 
                         accident. I'm okay now.

                                     RICHARD
                         How's the new routine coming?

                                     OLIVE
                         It's good.

                                     RICHARD
                         When're you gonna let us see it?

                                     OLIVE
                         I dunno. It's up to Grandpa.

                                     GRANDPA
                         A couple of days. It needs a polish.

               Olive sits. Grandpa walks to the table.

                                     GRANDPA
                         What is this?! Chicken?! Every day 
                         it's the chicken! Holy God almighty! 
                         Is it possible, just one time, we 
                         could have something for dinner except 
                         the goddamn fucking chicken?!

               Sheryl ignores him. Richard tries to cut him off.

                                     RICHARD
                         Dad... Dad... Dad... Dad!!!

                                     GRANDPA
                         I'm just saying...!

                                     RICHARD
                         If you want to cook or buy your own 
                         food, you're more than welcome...

                                     GRANDPA
                         Christ. Y'know, at Sunset Village...

                                     RICHARD
                         If you liked Sunset Village so much 
                         maybe you shouldn't have gotten 
                         yourself kicked out of there...!

                                     GRANDPA
                              (waves dismissively)
                         Ahhhh...!

               He takes out a piece of chicken and starts eating. A tense 
               silence. Frank tries to get things going again.

                                     FRANK
                         When did you start? With the vow?

               Dwayne shrugs. He doesn't care to comment.

                                     RICHARD
                         It's been nine months. He hasn't 
                         said a word. I think it shows 
                         tremendous discipline.

                                     SHERYL
                         Richard...

                                     RICHARD
                         I'm serious! I think we could all 
                         learn something from what Dwayne's 
                         doing! Dwayne has a goal. He has a 
                         dream. It may not be my dream, or 
                         your dream, but still... He's pursuing 
                         that dream with focus and discipline. 
                         In fact, I was thinking about the 
                         Nine Steps...

                                     GRANDPA
                         Oh, for crying out loud...!

                                     RICHARD
                              (evenly)
                         ...About the Nine Steps, and how 
                         Dwayne's utilizing at least seven of 
                         them in his journey to personal 
                         fulfillment.

                                     SHERYL
                         Richard. Please.

                                     RICHARD
                         I'm just saying! I've come around! I 
                         think Dwayne deserves our support.

               Frank looks at Dwayne. Dwayne rolls his eyes. Olive addresses 
               Frank.

                                     OLIVE
                         How did it happen?

                                     FRANK
                         How did what happen?

                                     OLIVE
                         Your accident...

                                     SHERYL
                         Honey...

               She shakes her head: "Don't go there."

                                     FRANK
                         No, it's okay. Unless you object...

                                     SHERYL
                         No, I'm pro-honesty here. I just 
                         think, you know...  It's up to you.

                                     FRANK
                         Be my guest...

                                     SHERYL
                         Olive, Uncle Frank didn't really 
                         have an accident. What happened was: 
                         he tried to kill himself.

                                     OLIVE
                         You did? Why?

                                     RICHARD
                         I don't think this is an appropriate 
                         conversation.
                              (to Olive)
                         Let's leave Uncle Frank alone.

               A beat. Olive has stopped eating.

                                     OLIVE
                         Why did you want to kill yourself?

                                     RICHARD
                         Frank. Don't answer that question.

               Frank stares at Richard. He turns back to Olive.

                                     FRANK
                         I tried to kill myself because I was 
                         very unhappy.

                                     RICHARD
                              (overlapping)
                         Don't listen, honey, he's sick and 
                         he doesn't know what he's...

                                     SHERYL
                         Richard... Richard... Richard...

                                     RICHARD
                         What?! I don't think it's appropriate 
                         for a six year old!

                                     SHERYL
                         She's gonna find out anyway. Go on, 
                         Frank.

                                     OLIVE
                         Why were you unhappy?

               Frank glances at Richard -- deadpan victorious -- and 
               continues.

                                     FRANK
                         Well, there were a lot of reasons. 
                         Mainly, though, I fell in love with 
                         someone who didn't love me back...

                                     OLIVE
                         Who?

                                     FRANK
                         One of my grad students. I was very 
                         much in love with him.

                                     OLIVE
                         Him? It was a boy? You fell in love 
                         with a boy?

                                     FRANK
                         Yes. I did. Very much so.

               This is new to Olive. She thinks it over.

                                     OLIVE
                         That's silly.

                                     FRANK
                         You're right. It was very, very silly.

                                     GRANDPA
                         There's another word for it...

                                     RICHARD
                         Dad....

                                     OLIVE
                         So... That's when you tried to kill 
                         yourself...?

                                     FRANK
                         Well, no. What happened was: the boy 
                         I was in love with fell in love with 
                         another man, Larry Sugarman.

                                     SHERYL
                         Who's Larry Sugarman?

                                     FRANK
                         Larry Sugarman is perhaps the second 
                         most highly regarded Proust scholar 
                         in the U.S.

                                     RICHARD
                         Who's number one?

                                     FRANK
                         That would be me, Rich.

                                     OLIVE
                         So... That's when you tried...?

                                     FRANK
                         Well, no. What happened was: I was a 
                         bit upset. I did some things I 
                         shouldn't have done. Subsequently, I 
                         was fired, forced to leave my 
                         apartment and move into a motel.

                                     OLIVE
                         Oh. So that's when...?

                                     FRANK
                              (hesitates)
                         Well, no. Actually, all that was 
                         okay. What happened was: two days 
                         ago the MacArthur Foundation decided 
                         to award a "genius" grant to Larry 
                         Sugarman.
                              (deep breath)
                         And that's when...

                                     GRANDPA
                         ...You tried to check out early.

                                     FRANK
                         Yes. And I failed at that as well.

                                     RICHARD
                         Olive, what's important to understand 
                         is that Uncle Frank gave up on 
                         himself. He made a series of foolish 
                         choices, and then he gave up on 
                         himself, which is something that 
                         winners never do.

               A beat. Frank looks like he could leap across the table and 
               strangle Richard. Sheryl intervenes.

                                     SHERYL
                         So that's the story, okay? Let's 
                         move on. Olive, how's your new routine 
                         coming?

                                     OLIVE
                         Fine. I told you.

               Over the above, Frank turns and asks, regarding Richard:

                                     FRANK
                         Is he always like this?
                              (Dwayne nods)
                         How can you stand it?

               Dwayne writes a note, shows it to Frank. It reads:

                                        "I can't."

               Frank nods. Richard addresses Olive.

                                     RICHARD
                         Honey, tell Frank why you're doing 
                         your dance routine.

                                     FRANK
                         Olive. Why are you doing a dance 
                         routine?

                                     OLIVE
                         For Little Miss Crab-Cakes.

                                     FRANK
                              (arch)
                         A-ha! Just as I suspected...!

                                     SHERYL
                         Honey, tell him what Little Miss 
                         Crab-Cakes is.

                                     OLIVE
                         Little Miss Crab-Cakes is a beauty 
                         contest for everyone in Maryland. 
                         But you have to be six or seven years 
                         old and you have to be a girl.

               Frank looks skeptically at Sheryl.

                                     SHERYL
                         Don't look at me! This is Jeff and 
                         the new step-Mom. It's big down in 
                         Florida

                                     FRANK
                              (to Olive)
                         So what do you think your chances 
                         are?

               Olive takes the question like a pro.

                                     OLIVE
                         I think I can win. 'Cause a lot of 
                         the new girls -- they don't have the 
                         experience.

                                     FRANK
                         Well, good luck.

                                     RICHARD
                         It's not about luck. Luck is the 
                         name that losers give to their own 
                         failings. It's about wanting to win. 
                         Willing yourself to win. You got to 
                         want it badder than anyone.

                                     OLIVE
                         I do!

                                     RICHARD
                         Do you? Really?
                              (a beat; she nods)
                         Then you're gonna be a winner!

               She smiles. Dwayne shakes his head and keeps eating.

                                     SHERYL
                         Richard...

                                     RICHARD
                         What?! It's true!

                                     OLIVE
                         I was runner up in Florida!

                                     FRANK
                         When were you in Florida?

                                     SHERYL
                         Spring break. Jeff had custody for 
                         two weeks. Olive made it to the top 
                         of the Regionals down there.

                                     OLIVE
                         I was second place.

                                     RICHARD
                         Sher, y'know, there's a message from 
                         Jeff on the machine.

                                     SHERYL
                         Yeah,  Did you hear what it was?

                                     RICHARD
                         Actually, it was something about 
                         Little Miss Sunshine.

                                     OLIVE
                         What? Little Miss Sunshine? What?!

               She runs off. Sheryl follows Olive into the kitchen.

               INT. KITCHEN - DAY

               Sheryl and Olive approach the answering machine. The "message" 
               light is blinking. Sheryl hits it.

                                     JEFF (O.S.)
                              (filtered)
                         Sheryl, hey, it's Jeff...!

               INT. DINING ROOM - DAY

               Richard, Frank, and Dwayne try to listen, eating silently.

               INT. KITCHEN - DAY

               Olive and Sheryl listen.

                                     JEFF (O.S.)
                              (filtered)
                         ...Something about diet pills, but 
                         anyway that means that Olive won the 
                         regionals, so now she has a place in 
                         the State contest in Boca...

               BEEEP. Over the above, Olive reacts with involuntary spasms 
               of shock, disbelief, and then pure, unadulterated euphoria.

               She waits -- trembling  to hear the whole message. When it 
               ends, she puts her hands to her temples:

                                     OLIVE
                         Aaahhhhhhh!!! Aaahhhhhhhhhhhhh!!! 
                         Little Miss Sunshine! Little Miss 
                         Sunshine! Little Miss Sunshine!!!

               She goes running out into the dining room.

                                     OLIVE (O.S.)
                         Little Miss Sunshine! Little Miss 
                         Sunshine! Little Miss Sunshine!!!

               Sheryl closes her eyes.

                                     SHERYL
                         Fuck...!

               Sheryl picks up the cordless phone, dials.

               INT. DINING ROOM - DAY

               Sheryl re-enters with the phone. Olive is rejoicing.

                                     OLIVE
                         I won! I won! I get to go to the 
                         Championship! Oh, God! Oh, my God!
                              (beat)
                         I gotta pack! I gotta go pack!

               She rushes off to the downstairs doorway and disappears.

                                     RICHARD
                         Wait, Olive, finish your dinner!

                                     OLIVE (O.S.)
                         I'm finished!

                                     GRANDPA
                         What happened?

                                     SHERYL
                         Apparently, the girl who won Regionals 
                         was disqualified. So Olive has her 
                         place in the Finals.

                                     RICHARD
                         When are they?

                                     SHERYL
                         I'm calling Jeff right... Jeff! Yeah, 
                         we just got it... Yeah, she basically 
                         went crazy. No, I didn't get that, 
                         the machine cut you off.

               She grabs Dwayne's pen and pad. She scribbles.

                                     SHERYL
                         Uh-huh. In Boca Raton. This Sunday?! 
                         Can you take her? You can't put it 
                         off? No, it's just... We have to 
                         figure this out. No, I'll give this 
                         lady a call and we'll figure it out. 
                         Right. Bye.

               She hangs up.

                                     RICHARD
                         It's Sunday? Can Jeff and Cindy take 
                         her?

                                     SHERYL
                              (shakes her head)
                         They're going to Maui.

               They all look at each other.

               INT. REC ROOM - DAY

               We TRACK with Olive as she runs down a half-flight of stairs 
               and races around, picking up clothes and shoes that are 
               scattered about.

               INT. KITCHEN - MOMENTS LATER

               Sheryl enters carrying the bucket of chicken, the half-filled 
               containers of potato salad and slaw, and used paper plates.

               Richard follows Sheryl. Grandpa follows Richard.

                                     SHERYL
                         I have to go. I promised Olive I'd 
                         take her if she made the finals.

                                     RICHARD
                         You promised?

                                     GRANDPA
                         I'm going.

                                     RICHARD
                         Wait a minute, Dad...

                                     SHERYL
                         We'll fly down, come back Monday.

               Sheryl throws the plates in the garbage. Throughout the 
               following, she wraps the leftover chicken in Saran Wrap and 
               puts the chicken and other leftovers in the fridge.

                                     RICHARD
                         How're you gonna get around down 
                         there?

                                     SHERYL
                         We'll rent a car.

                                     RICHARD
                         And stay in a hotel?

                                     SHERYL
                         We can afford it...!

                                     RICHARD
                         Sheryl...! This is seed money!

                                     SHERYL
                         Well, maybe if I had help bringing 
                         it in, y'know?! It all goes to your 
                         Nine Steps, which is not...

                                     RICHARD
                         Honey...  Honey...  Honey...
                              (patient)
                         As soon as I hear from Stan, we'll 
                         get the advance, I will pay you back, 
                         we'll start generating revenue. But 
                         in the meantime...

               Sheryl exhales, grits her teeth, shakes her head.

                                     SHERYL
                         Okay, we'll drive down.

                                     RICHARD
                         In the Miata? How're you gonna fit 
                         Grandpa?

                                     SHERYL
                         Grandpa doesn't have to come.

                                     GRANDPA
                         What...?! I coached her! I gave her 
                         the steps! I have to be there!

                                     RICHARD
                         Why don't you take the VW?

                                     SHERYL
                         I can't drive a shift, Richard! I've 
                         tried, and I can't do it!

               Having put away the leftovers, Sheryl opens the freezer and 
               pulls out a Jumbo Pak of popsicles.

                                     SHERYL
                         We'll fly down.

                                     RICHARD
                         We can't afford it.

                                     SHERYL
                         Well, that's what we're gonna do! 
                         Unless you have a better idea.

               She slams the freezer door and heads for the dining room.

               INT. DINING ROOM - CONTINUOUS

               Sheryl enters. Richard and Grandpa follow. Frank and Dwayne 
               are finishing up. Sheryl tosses the popsicles on the table.

                                     SHERYL
                         Here. This is dessert.

               She sits, rips open a popsicle and takes a bite. Silence.

               Dwayne and Frank glance at each other, then tentatively take 
               popsicles for themselves. Richard takes a deep breath.

                                     RICHARD
                         Okay. I'll drive the bus.

                                     GRANDPA
                         No! I'll take her on a plane!

               Everyone ignores Grandpa. Sheryl considers Richard's idea.

                                     SHERYL
                         What about Dwayne and Frank?

                                     RICHARD
                         They can stay here.

               Dwayne and Frank look at each other.

                                     SHERYL
                         Richard. I was told explicitly I 
                         could not leave Frank by himself. No 
                         offense, Frank.

                                     FRANK
                         None taken,

                                     RICHARD
                         Well, I guess we can't go then! I 
                         mean, unless we take Frank and Dwayne 
                         with us!

               A pause. All eyes turn to Frank and Dwayne. Dwayne begins 
               vigorously shaking his head "No".

               INT. OLIVE'S BEDROOM - DAY

               Olive re-enters with dresses, shoes, and her swimsuit. She 
               pulls a suitcase from under her bed, opens it, and begins 
               stuffing her things in.

               INT. DINING ROOM - DAY

               Sheryl pleads with Dwayne.

                                     SHERYL
                         Dwayne, please. For your sister?

                                     RICHARD
                         Come on, Dwayne! It'll be fun!

               Everyone stares at him. Dwayne takes his pad out and writes. 
               Frank reads over his shoulder as it comes out.

                                     FRANK
                         This... is... unfair... All... I... 
                         ask... is... that... you... leave... 
                         me... alone."

               Dwayne stops writing, folds his arms. In the background, we 
               HEAR Olive packing. Sheryl turns to Dwayne.

                                     SHERYL
                         Dwayne: Flight school. I'll give 
                         permission. Come on. It'll be fun. 
                         You can go to the beach.

               Dwayne looks at her. FOOTSTEPS start coming up the stairs. 
               Finally, he offers his hand. Sheryl shakes. Everyone is 
               relieved. Dwayne scribbles another note. Frank reads it.

                                     FRANK
                         "But... I'm... not... going... to... 
                         have... any... fun!!!"

               He puts his hand on Dwayne's shoulder.

                                     FRANK
                         We're all with you on that one, 
                         Dwayne.

               Olive re-enters, lugging her suitcase -- she is breathless, 
               flushed with excitement.

                                     OLIVE
                         Grandpa? Is Grandpa coming to Florida?

                                     SHERYL
                         We're all coming.

                                     RICHARD
                         Sheryl, wait. Olive, come here. Have 
                         a seat.

               Olive walks over and sits next to Richard.

                                     RICHARD
                         Now there's no sense in entering a 
                         contest if you don't think you're 
                         gonna win. Now, do you think you can 
                         win Little Miss Sunshine?

               Sheryl starts to object, but Richard raises his hand, cutting 
               her off. Olive doesn't seem so sure.

                                     RICHARD
                         Yes or no, Olive. Are you gonna win?

               Olive thinks it over.  Then, with white-hot determination:

                                     OLIVE
                         Yes!

               Richard smiles and slaps the table.

                                     RICHARD
                         We're goin' to Florida!

               INT. VW BUS - ON THE ROAD - DAY

               Richard is driving. Sheryl rides shotgun. Frank and Olive 
               sit in the second row. Dwayne and Grandpa sit in back.

               Dwayne is wearing a T-shirt that says, "Jesus Was Wrong".

               Olive wears a large set of headphones that completely cover 
               her ears. She does little half-dancing moves to the music.

               No one says anything. They've been driving a while.

               Grandpa's arms hang limply by his side.

                                     GRANDPA
                         Jesus, I'm tired. I am so fucking
                              (to Dwayne)
                         You know how tired I am? If some 
                         girl came up to me... begged me to 
                         fuck her... I couldn't do it. That's 
                         how tired I am.

                                     RICHARD
                         Dad! Your language...! Please!

                                     GRANDPA
                         She's listening to the music...!
                              (loud)
                         Hey, Olive! I'll give you a million 
                         dollars if you turn around!

               Olive is oblivious.

                                     RICHARD
                         Okay, but still, the rest of us...

                                     GRANDPA
                         rest of you...
                              (to Dwayne)
                         Can I give you some advice?
                              (Dwayne shakes his 
                              head)
                         I'll do it anyway. I don't want you 
                         making the same mistakes I did when 
                         I was young.

                                     RICHARD
                         Great. I can't wait to hear this,

                                     GRANDPA
                         Dwayne? This is the voice of 
                         experience talking. Are you listening?
                              (Dwayne nods)
                         Kid: Fuck a lot of women. Not just 
                         one woman. A lot of women. You're 
                         young...

                                     RICHARD
                         Okay, Dad? I think that's enough.

                                     GRANDPA
                              (ignores him)
                         You gettin' any right now? Tell me, 
                         really.

               Dwayne shakes his head. Frank, amused, can't help but turn 
               around to watch this conversation take place.

                                     GRANDPA
                         Jesus! You're, what? Fifteen? You 
                         should be gettin' that young stuff. 
                         There's nothing in the world better 
                         than the young stuff!

                                     RICHARD
                         Okay, Dad, enough. Stop it!

                                     GRANDPA
                         Would you kindly not interrupt me, 
                         Richard?
                              (to Dwayne)
                         Look: right now, you're jailbait, 
                         they're jailbait. So it's fine. The 
                         minute you turn eighteen -- Bam! 
                         You're lookin' at three to five.

                                     RICHARD
                         Dad, I'm gonna pull over...

                                     GRANDPA
                         So pull over! You're not gonna shut 
                         me up! Fuck you! I lived 80 years! 
                         You're like those fuckers at Sunset 
                         Village...!

                                     FRANK
                         What happened at Sunset Village?

                                     SHERYL
                         Frank, don't encourage him.

                                     GRANDPA
                         I'll tell you what happened! I pay 
                         my money, they let me in. I should 
                         be able to do what the fuck I want!

                                     SHERYL
                         He started snorting heroin.

                                     FRANK
                         You started snorting heroin?!

                                     GRANDPA
                         I'm eighty!

                                     FRANK
                         You know, that stuff'll kill you.

                                     GRANDPA
                         What am I, an idiot?
                              (to Dwayne)
                         And don't you get ideas. When you're 
                         young, you're crazy to do that shit.

                                     FRANK
                         What about you?

                                     GRANDPA
                         Me?! I'm old! You get to be my age -- 
                         you're crazy not to do it.

               Frank looks at Sheryl -- You're letting this happen? Sheryl 
               waves her hands, exasperated.

                                     SHERYL
                         We've tried, believe me! He's worse 
                         than a two year old. The intervention 
                         was a fiasco.

                                     RICHARD
                         Can we please talk about something 
                         else now?

                                     FRANK
                         So I take it you didn't like it at 
                         Sunset Village?

                                     GRANDPA
                         Are you kidding? Fucking paradise 
                         there! They cook for you. Clean for 
                         you. You got golf. A pool. Now I'm 
                         stuck with Mr. Happy here, sleeping 
                         on a sofa!

                                     FRANK
                         Aren't there other places?

                                     SHERYL
                         He keeps getting kicked out. Sunset 
                         was number four.

                                     GRANDPA
                         Motherfuckers.
                              (to Frank)
                         Hey, listen: I know you're a homo, 
                         but... You go to one of these places? 
                         There's four women for every guy. 
                         What does that say to you?

                                     FRANK
                         You must've been pretty busy.

                                     GRANDPA
                         Oh, man. They were knockin' on my 
                         door day and night! It was almost 
                         too much! If I didn't have those 
                         little fuckin' blue pills... Forget 
                         about it!

               Olive sees Frank grinning at Grandpa. She takes off her 
               headphones and turns around.

                                     OLIVE
                         What are you guys talking about?

                                     GRANDPA
                         Politics.

                                     OLIVE
                         Oh.

               A beat. She puts her headphones back on.

                                     GRANDPA
                              (to Dwayne)
                         Fuck a lot of women, kid. I got no 
                         reason to lie to you. Not just one 
                         woman. A lot of women.

               INT. DINER - DAY

               Everyone sits in a round booth, looking at menus.

                                     OLIVE
                         Mom, how much can we spend?

                                     SHERYL
                         I'd say four dollars. Anything under 
                         four.

               Olive nods. A WAITRESS arrives.

                                     WAITRESS
                         Hi, you ready?

                                     RICHARD
                         Yeah. Number five. And coffee.

                                     SHERYL
                         Number seven, over easy. And 
                         grapefruit juice.

                                     FRANK
                         Fruit plate. And you have chamomile? 
                         With honey. Thanks.

                                     GRANDPA
                         The Lumberjack. Coffee. Extra bacon.

                                     RICHARD
                         Dad...

                                     SHERYL
                         Richard, don't start...

                                     RICHARD
                         He's gonna kill himself...!

                                     SHERYL
                         It's his life.

                                     GRANDPA
                         Thank you, Sheryl.

               She shrugs. Dwayne holds up his note pad.

                                     WAITRESS
                         Garden salad? And you?

                                     OLIVE
                         Urn... Sorry! I'm sorry!

                                     WAITRESS
                         Take your time...!

                                     RICHARD
                         Don't apologize, Olive. It's a sign 
                         of weakness.

               Frank rolls his eyes. Olive sees something.

                                     OLIVE
                         Oh, oh! I want waffles. And... what 
                         does "A la mod-ee" mean?

                                     WAITRESS
                         It means it comes with ice-cream,

                                     OLIVE
                         Okay! A la mod-ee!

                                     SHERYL
                         Olive. For breakfast?

                                     OLIVE
                         You said, "Four dollars"!

                                     SHERYL
                         Okay, fine. You're right.

                                     WAITRESS
                         Okay! Be right back!

               She departs.

                                     FRANK
                         Actually, Olive...? "A la mode" in 
                         French translates literally as "in 
                         the fashion". A... la... mode. Mode 
                         is derived from the Latin "modus", 
                         meaning due or proper measure. There's 
                         kind of a funny story about...

                                     RICHARD
                              (cutting in)
                         Frank...? Shut up.

                                     SHERYL
                         Richard...!

               Frank waves Sheryl off: don't bother. Richard turns to Olive.

                                     RICHARD
                         Olive, can I tell you something about 
                         ice-cream?
                              (she nods)
                         Ice cream is made from cream, which 
                         comes from cow's milk. And cream has 
                         a lot of fat in it...

                                     SHERYL
                         Richard...

                                     RICHARD
                         What? "She's gonna find out anyway." 
                         Right?

                                     OLIVE
                         Find out what?

                                     RICHARD
                         Well, when you eat ice-cream, the 
                         fat in the ice-cream becomes fat on 
                         your body...

                                     SHERYL
                         Richard, I swear to God...!

                                     OLIVE
                         What? What's wrong?

                                     SHERYL
                         Nothing, honey. Nothing's wrong.

                                     RICHARD
                         So if you eat lots of ice-cream, 
                         you're gonna become big and fat. But 
                         if you don't, you'll probably stay 
                         nice and skinny.

               Sheryl puts her head in her hands.

                                     GRANDPA
                         Olive, Richard's an idiot. I like a 
                         woman with meat on her bones.

               Olive is confused.

                                     OLIVE
                         I don't... Mom! Why is everyone so 
                         upset?

                                     SHERYL
                         I'm not upset, honey. I just want 
                         you to understand: It's okay to be 
                         skinny, and it's okay to be fat, if 
                         that's how you want to be. Whatever 
                         you want -- it's okay.

               Richard rolls his eyes.

                                     RICHARD
                         Okay, but, Olive, let me ask you: 
                         the women in Miss America...? Are 
                         they skinny, or are they fat?

                                     OLIVE
                         Well... They're skinny, I guess.

                                     RICHARD
                         Okay! So they probably don't eat a 
                         lot of ice-cream. Do they?

               Just then, the waitress arrives with a tray.

                                     WAITRESS
                         Okay: Coffee, coffee, grapefruit, 
                         chamomile. And here's your ice-cream. 
                         A la mod-ee, right? I'll have your 
                         waffles in a sec!

               She departs. Olive stares at the ice-cream. Finally :

                                     OLIVE
                         Does anyone want my ice-cream?

               Sheryl just closes her eyes. Grandpa jumps in.

                                     GRANDPA
                         Yeah, I'll have a bite. You mind? 
                         Dwayne? Frank? Olive's giving away 
                         her ice-cream here.

               Dwayne and Frank quickly snap to.

                                     FRANK
                         You mind if I have a little?

               Olive shakes her head. Frank and Dwayne dig in. Even Sheryl 
               gets in on the act. Richard is not amused.

                                     GRANDPA
                              (loudly)
                         Boy, this is good ice-cream! I feel 
                         sorry for the people at this table 
                         who aren't enjoying delicious ice-
                         cream early in the morning. Olive, 
                         you're not givin' away all your ice-
                         cream? What about your waffles? You 
                         can't eat waffles without the ice-
                         cream! You'll have lonely waffles in 
                         your stomach! C'mon, have a bite.

                                     OLIVE
                         Wait. Don't take it all! Stop!

               Olive picks up her spoon, fights them off. She takes a bite.

                                     RICHARD
                         Olive...

                                     SHERYL
                         Richard...!

               She glares at him, ferocious. Richard shuts up.

               EXT. PARKING LOT - DAY

               Richard -- anxious -- listens to a greeting on his cell phone. 
               A small BEEP.

                                     RICHARD
                              (into phone)
                         Stan! Richard! Look, I know you're 
                         busy, but we're dying to hear what 
                         kind of numbers you came up with in 
                         Atlanta. Call when you can.

               He clicks off as Sheryl, Olive and the others exit the diner. 
               They trudge across the parking lot to the VW van.

                                     SHERYL
                         You get him?

                                     RICHARD
                         I can't get a signal out.

                                     OLIVE
                         How long 'til we get there?

                                     RICHARD
                         A long time.

                                     OLIVE
                         I know, but... how long?

                                     RICHARD
                         We're doing six hundred miles today, 
                         and two hundred tomorrow. It's a lot 
                         of driving.

                                     SHERYL
                         Honey, I'll drive a while.

                                     RICHARD
                         No, it's okay...

                                     SHERYL
                         No, you're right. I gotta learn to 
                         do this. I mean, you're doing it. 
                         How hard can it be?

               INT. VW BUS - PARKED - DAY

               Sheryl is trying to back up the bus. She's grinding gears.

                                     RICHARD
                         Push the stick down hard!

                                     SHERYL
                         I'm pushing hard!

                                     RICHARD
                         Put the clutch in all the way!

                                     SHERYL
                         It's on the floor!

                                                               JUMP CUT TO:

               Richard tries. He keeps grinding gears as well. It's a 
               horrible sound.

               INT. SERVICE STATION GARAGE - DAY

               Richard and Sheryl talk to a MECHANIC.

               Behind them, Olive and Grandpa are playing that game where 
               you try to slap the other person's wrists. When Grandpa gets 
               hit, he reacts with cries of pain -- much to Olive's delight.

               In the background, across the lot, Dwayne and Frank sit on a 
               cinderblock wall, waiting for the situation to resolve itself,

                                     MECHANIC
                         Well, you got a problem. Your clutch 
                         is shot.

                                     RICHARD
                         Can we get a new one?

                                     MECHANIC
                         Well, I tell you what: These old 
                         buses? We'd have to order it.

                                     RICHARD
                         How long'd that take?

                                     MECHANIC
                         Well, it's the weekend, so... Maybe 
                         Thursday?

               Richard and Sheryl react.

               EXT. SERVICE STATION - DAY

               Frank and Dwayne sit silently. Dwayne watches bitterly -- 
               this is just one more fiasco he's been dragged into.

               Frank looks on wistfully as Sheryl -- thirty yards away -- 
               glances worriedly between Richard and the Mechanic. Frank 
               notices Dwayne's stare. He speaks without looking at Dwayne.

                                     FRANK
                         I don't know if you know this, but 
                         growing up? Your Mom was the cool 
                         one. She turned me on to Proust. She 
                         could've done anything.

               Dwayne looks at Frank -- he can't quite believe this. He 
               takes out his pad, half-smirking, and writes:

                                     "What happened?"

               Frank looks at the pad, then at Dwayne.

                                     FRANK
                         She had you, Dwayne.

               He pats Dwayne on the leg, gets up, and walks back towards 
               Richard and Sheryl. Dwayne is left alone, taking this in.

               INT. SERVICE STATION GARAGE - DAY

               Frank wanders in as Richard presses the Mechanic. Grandpa 
               and Olive stop their game and join the conversation.

                                     RICHARD
                         Okay, looks we've come two hundred 
                         miles... Is there a dealership around 
                         here?

                                     MECHANIC
                         Well, you could call over to 
                         Clarksville, but they're probably 
                         closed. Y'know, it's the weekend.

                                     RICHARD
                         Yes, we're all aware of that.

               Silence. The Mechanic feels bad for them. Dwayne re-enters,

                                     MECHANIC
                         Well, I tell you what: these old 
                         buses? You don't need a clutch to 
                         shift from third to fourth. You just 
                         ease up on the gas. You only really 
                         need the clutch for first and second.

               Richard doesn't understand what he's getting at.

                                     MECHANIC
                         What I'm sayin' is: as long as you 
                         keep parkin' on a hill, you get 
                         yourself goin' fifteen, twenty miles 
                         an hour, and you just start up in 
                         third. Then you shift between third 
                         and fourth.

                                     RICHARD
                         And you can drive like that?

                                     MECHANIC
                         Oh, yeah. The problem's just getting 
                         up that speed up. As long as you 
                         keep parkin' it on a hill, you're 
                         fine. My brother and I once drove 
                         from here to Canada...

                                     RICHARD
                         What if you're not on a hill?

                                     MECHANIC
                         What?

                                     RICHARD
                         I mean, it's sitting here right now. 
                         There's no hill. How do we...?

               The Mechanic considers this. He squints his eyes and runs 
               his tongue back and forth across his teeth.

                                     MECHANIC
                         Well, I tell you what: You get enough 
                         people -- you just get behind there 
                         and push. Just push it up to ten, 
                         fifteen miles an hour, and you just 
                         go. Everybody jump inside, and you 
                         just go!

               They all stare at him.

               EXT. PARKING LOT - DAY

               Richard's at the wheel of the bus. Everyone else, including 
               the Mechanic, is behind the bus. The sliding door is open.

                                     RICHARD
                         Okay, ready?! Olive, Dad: I want you 
                         in the car first.

                                     OLIVE
                         I know. We know.

                                     RICHARD
                         Okay, is everyone ready?

                                     SHERYL
                         Yes! Let's go!

               Richard starts up the bus. Frank turns to the others.

                                     FRANK
                         I just want everyone here to know 
                         I'm the pre-eminent Proust scholar 
                         in the United States.

                                     RICHARD
                         Okay, go! Push!

               They all push. The van starts rolling, slow at first, then 
               faster and faster. Finally, they're all running behind it.

                                     RICHARD
                         Olive, Dad, get in! Sheryl!

               Olive, Grandpa, and Sheryl jump in the side door. The Mechanic 
               fades. Frank and Dwayne keep pushing faster.

                                     RICHARD
                         Okay, I'm puttin' it into gear! Get 
                         ready!

               He guns the engine and shifts from neutral to third. The bus 
               is REVVING low but is powering itself nonetheless.

                                     SHERYL
                         Okay, get in! Get in!
                              (to Richard)
                         Slow down! You're losing them!

                                     RICHARD
                         I can't! I can't slow down!

               Dwayne runs up to the door. He sees Frank is fading.

               He runs back to Frank, gets behind him, and pushes him up 
               alongside the bus. Frank dives in. Dwayne dives after him.

               INT. VW BUS - ON THE ROAD - DAY

               Everyone cheers. Frank is panting. Dwayne shuts the door.

                                     RICHARD
                         Is that it? Are we in?

                                     FRANK
                              (to Dwayne)
                         "No one gets left behind! No one 
                         gets left behind!" Outstanding, 
                         soldier! Outstanding!

               Frank salutes him. Dwayne smiles, embarrassed.

               INT./EXT. VW BUS, ON THE ROAD - DAY - DRIVING MONTAGE

               The VW drives down an on-ramp onto the Interstate.

               The VW cruises down 1-95. Signs pass. Scenery goes by.

               Inside the bus, everyone just stares out the windows.

               Later, Grandpa is doing magic tricks for Olive. He produces 
               a quarter from behind her ear and gives it to her.

               Later, everyone is playing rock, paper, scissors.

               Still later, everyone is back to doing nothing.

               INT. VW BUS - ON THE ROAD - DAY

               Richard is pitching his business to Frank, who is bored, but 
               not as bored as he would be doing nothing. He is slouched 
               down, barely moving. Richard, however, is in full sell mode.

                                     RICHARD
                         ...So I start pitching "The Winner 
                         Inside" to Stan... Two minutes in, 
                         he stops me, says, "I can sell this."

                                     FRANK
                         Wow.

                                     RICHARD
                         This is the guy who broke Tony 
                         Robbins! He knows how to do it -- 
                         start with the book; media tour; 
                         then corporate events, consulting, 
                         videos series, direct buys on TV... 
                         There's a science in how you roll 
                         these things out.

                                     FRANK
                         Interesting...!

                                     RICHARD
                         So now he's at the Expo in Atlanta -- 
                         he's been hyping it up, building the 
                         buzz -- he's gonna send it out, do a 
                         ticking clock auction.

                                     FRANK
                         How about that...!

                                     RICHARD
                         And I can detect that note of sarcasm, 
                         Frank...

                                     FRANK
                         What sarcasm?!

                                     RICHARD
                         ...But I just want you to know -- I 
                         feel sorry for you.

                                     FRANK
                         You do? Good.

                                     RICHARD
                         Because sarcasm is the refuge of 
                         losers.

                                     FRANK
                         It is?! Really?!

                                     RICHARD
                         Sarcasm is just the sour grapes of 
                         losers trying to pull winners down 
                         to their level. That's one of the 
                         lessons of Step Four.

                                     FRANK
                         Wow, Richard! You've really opened 
                         my eyes to what a loser I am! Say, 
                         how much do I owe you for those pearls 
                         of wisdom?

                                     RICHARD
                         It's on me, buddy. It's on me.

                                     SHERYL
                         Okay, you guys, enough. Frank, stop 
                         it.

                                     FRANK
                              (pointing)
                         "He started it!"

               Even Sheryl has to laugh a little at this. Pretty soon, 
               everyone in the back is giggling. Even Dwayne smiles.

                                     SHERYL
                         You are bad! You are so bad!

                                     FRANK
                         I know!

                                     RICHARD
                         Yeah, go on and laugh. You're 
                         whistling past the graveyard.

               Richard maintains a steely composure. Then Richard's cell 
               phone goes off: BEEEEP-BEEEEP. He checks the number.

                                     RICHARD
                         There!  That's the call I've been 
                         waiting for! Everybody, please! 
                         Everyone...?!
                              (clicks the phone)
                         Stan! Hello...? Hello?! Hello?!

               EXT. CONVENIENCE STORE / PHONE BOOTH - DAY

               Richard is in a phone booth at a gas station / mini-mart. 
               Everyone hangs out by the bus -- parked on a slight incline -- 
               except Dwayne, who is doing push-ups on the grass nearby.

               INT. PHONE BOOTH - DAY

               Richard waits tensely.  Then -- abruptly -- he is "up".

                                     RICHARD
                         Stan! Richard! Yeah, yeah, no problem! 
                         So... What'd we get?

               He listens. Gradually, his face falls.

               BY THE VW -- Sheryl, Olive, Grandpa, and Frank watch Richard 
               on the phone. Dwayne wanders back to the van.

                                     SHERYL
                         Honey, I'm gonna use the ladies room. 
                         You need to go?

                                     OLIVE
                         No. I'm gonna practice my routine 
                         over here.

                                     SHERYL
                         Okay. Don't go too far.

               They both wander off. Frank turns to Dwayne and Grandpa.

                                     FRANK
                         I'm gonna get a drink. You guys want 
                         anything?

               Dwayne shakes his head, but Grandpa pulls out his wallet.

                                     GRANDPA
                         Yeah. Get me some porn. Something 
                         really nasty. None of that air-brushed 
                         shit, alright? Here, here's a twenty. 
                         Get a little treat for yourself too, 
                         if they got any fag-rags in there.

               Frank stares at Grandpa. Then, stoic, he takes the twenty 
               and heads off. Dwayne and Grandpa turn back towards Richard.

               INT. CONVENIENCE STORE - DAY

               Frank stands at the counter, pointing out behind-the-counter 
               magazines to a middle-aged Indian-American PROPRIETOR.

                                     FRANK
                         That one. That one. And let's try 
                         that one. No, down... Yeah, that 
                         one. And a small grape Slushee.

               By the front window, a good-looking YOUNG MAN is perusing 
               the newsstand, cradling a grocery bag. He stops and stares.

                                     YOUNG MAN
                         Frank...?

               Frank turns. They are startled to see each other.

                                     YOUNG MAN
                         Oh my God! What are you doing here?!

               Frank puts his arms behind his back, hiding his bandages.

                                     FRANK
                         I'm... on a trip. What about...? I 
                         thought you were...

                                     YOUNG MAN
                         ...With Larry? Yeah, Larry bought a 
                         beach house, right down the road 
                         about -- I don't know -- about two 
                         miles. We're having this big blow-
                         out tonight and he's all freaked 
                         we're not gonna have enough booze.

               He nods to his grocery bag, filled with bottles of Merlot.

                                     FRANK
                         Larry's here...?!

                                     YOUNG MAN
                         He's filling the tank. He's... Wow, 
                         I can't believe this! How've you 
                         been?

                                     FRANK
                         Fine. I'm fine.

                                     YOUNG MAN
                         Good. Good. You know, I heard... 
                         Someone told me you got fired...?

                                     FRANK
                         Yeah. No, I quit. I quit. Enough's 
                         enough, you know?

                                     YOUNG MAN
                         Right. Well, good. Good for you. 
                         Cause you always seemed so... tense, 
                         y'know?

                                     FRANK
                         Yah.

                                     YOUNG MAN
                         So what're you up to now?

                                     FRANK
                         I'm... Weighing my options. You know. 
                         Taking time off.

                                     YOUNG MAN
                         Well, great. That's great,

               The Proprietor puts three porn magazines and a grape Slushee 
               on the counter and rings them up for Frank.

                                     PROPRIETOR
                         $15.94, please, sir.

               The Young Man glances at the magazines, then at Frank. Frank 
               keeps his hands behind his back. An excruciating pause.

                                     YOUNG MAN
                         Well, great seeing you again.

                                     FRANK
                         Yeah. You too.

                                     YOUNG MAN
                         Take care of yourself.

                                     FRANK
                         You too.

               The Young Man turns and exits. Frank hands over a $20 bill.

               He watches the Young Man walk off while the Proprietor puts 
               the magazines in a brown wrapper and hands Frank his change.

               Frank takes a few steps and peers out the window.

               HIS POV -- The Young Man gets into a Jaguar convertible driven 
               by a distinguished-looking BEARDED MAN.

               The Young Man says something and points back at the store. 
               The Bearded Man turns and cranes his neck.

               Frank, in the store, ducks out of view. The Young Man and 
               the Bearded Man exchange a few words, then shrug and laugh.

               Then they drive off. Frank watches, heartbroken. Behind him, 
               the Proprietor picks up the Slushee and waves it.

                                     PROPRIETOR
                         Ay! Don't forget your Slushee!

               EXT. PHONE BOOTH - DAY

               Richard is grasping at straws.

                                     RICHARD
                         Okay, Stan, wait, lemme interrupt 
                         you... No, Stan, listen -- are you 
                         in Atlanta? 'Cause I'm coming right 
                         by you. Maybe I can swing by and... 
                         No, Stan, listen...!

               EXT. VW BUS - PARKED - DAY

               Grandpa, standing by the bus, reads Richard's body language. 
               Richard, in the booth, talks with increasing desperation.

                                     GRANDPA
                         He's not getting it. Christ.

               He and Dwayne share a look. Grandpa turns away, troubled.

               Frank walks stiffly back to the bus with his Slushee and the 
               wrapper. Without looking, he hands the wrapper to Grandpa.

                                     FRANK
                         How's it going?

                                     GRANDPA
                         Not so good.

               Sheryl walks back to the VW as Richard hangs up the phone.

               Richard stays in the booth for a second. Then he exits the 
               booth and walks back to the VW, passing Sheryl.

                                     SHERYL
                         So what happened?

                                     RICHARD
                         Nothing. Let's get out of here.

               He walks to the driver's seat.

                                     SHERYL
                         Wait a minute. I thought you said 
                         this was a done deal.

                                     RICHARD
                         He said it was a done deal.

                                     SHERYL
                         You didn't get anything?
                              (beat)
                         So where does that leave us?

                                     RICHARD
                         It leaves us fucked. That's where 
                         us.

               Pause.

                                     SHERYL
                         I can't believe I'm hearing this. 
                         Did you try negotiating...?

                                     RICHARD
                         Yes, I tried! I tried everything! 
                         What do you think...?! Let's just 
                         go, okay? Let's get out of here!

               He starts the car. She stares at him. He won't look at her. 
               Finally, he turns and yells:

                                     RICHARD
                         Let's go!!!

               Furious, she goes and gets in the bus, slamming the door.

               Everyone else gets in. Richard releases the brake and they 
               drift down the hill.

               As the van rolls away, Richard shifts and GUNS the engine.

               INT. VW BUS - ON THE ROAD - DAY

               Silence. Everyone avoids everyone else's eyes. Finally, Frank 
               glances around.

                                     FRANK
                         Where's Olive?

               EXT. PHONE BOOTH - DAY

               Olive stands next to the phone booth.

               In the distance, the VW bus appears.

               It drives up and swings around the road.

               Dwayne slides open the door. They barely slow down.

               Olive dives in. The van coasts downhill.

               Then Richard shifts into gear and GUNS the engine.

               INT. VW BUS - ON THE ROAD - DAY

               Richard drives. Everyone is tense except Olive, who listens 
               to her headphones. Finally, Grandpa gets up and walks up to 
               the front of the bus. He speaks quietly to Richard.

                                     GRANDPA
                         Richard...

                                     RICHARD
                         Yeah...

                                     GRANDPA
                         Listen; whatever happens -- at least 
                         you tried to do something on your 
                         own, which is more than most people 
                         ever do, and I include myself in 
                         that category. It takes guts, and 
                         I'm proud of you for taking the 
                         chance, okay?

                                     RICHARD
                         Okay, Dad. Thanks.

               He tries to be cool and dismissive, but Grandpa just stands 
               there. Finally, Richard turns and makes eye contact.

               Awkwardly, he offers his hand to Grandpa. They shake.

                                     RICHARD
                         Thanks, Dad.

               INT. MCDONALDS - NIGHT

               Everyone sits at a table eating. No one says anything.

               EXT. MOTEL - NIGHT

               With keys in their hands, they walk along the motor court, 
               looking for their rooms.

                                     SHERYL
                         Here's eleven. Frank, you're twelve? 
                         And Grandpa's thirteen.

                                     OLIVE
                         Mom? Can I sleep with Grandpa?

                                     SHERYL
                         That's up to him.

                                     OLIVE
                         Grandpa...?

                                     GRANDPA
                         Okay. I got two beds. You could still 
                         use some rehearsing...

                                     OLIVE
                         I know! That's why I said...!

                                     RICHARD
                         Everyone, we're getting up at seven. 
                         I'll knock on your door. We want to 
                         be on the road by eight so we can be 
                         in Boca in time for registration. 
                         It's two hundred miles, so we can't 
                         dawdle.

                                     SHERYL
                         Frank? You guys'll be all right?

                                     FRANK
                         We'll be fine.

               Dwayne nods. Sheryl kisses Dwayne and Olive.

                                     SHERYL
                         Okay. Goodnight. Sleep tight.

               Everyone waves goodnight to each other.

               INT. MOTEL ROOM ELEVEN - NIGHT

               Sheryl and Richard enter. Sheryl closes the door.

                                     RICHARD
                         What a fucking nightmare...!

                                     SHERYL
                         Richard... We have to talk.

                                     RICHARD
                         Please, not now. Let's just get 
                         through this and get home...

                                     SHERYL
                         No, Richard. We need to talk now.

               INT. MOTEL ROOM TWELVE - NIGHT

               Dwayne lies on his bed staring at the ceiling. Through the 
               walls we can HEAR Sheryl and Richard arguing very loudly.

                                     SHERYL (O.S.)
                         You said it was a done deal!!!

                                     RICHARD (O.S.)
                         Stan Grossman gave me his word!

                                     SHERYL (O.S.)
                         I'm not married to Stan Grossman! 
                         Jesus, Richard, what're we gonna do?

                                     RICHARD (O.S.)
                         We just keep going...

                                     SHERYL (O.S.)
                         I can't, Richard, it's too much! 
                         It's too much, I can't take it!

               Et cetera. Frank wanders out of the bathroom, squirting 
               Rogaine on his head and rubbing his scalp. He watches Dwayne.

                                     FRANK
                         Hey. Don't listen to that. Come on, 
                         let's watch the tube.

               He turns on the TV. Dwayne sits up and turns the TV off. He 
               lies down, stares at the ceiling again. Frank looks at him.

                                     FRANK
                         I'm gonna brush my teeth.

               He turns and goes back to the bathroom.

               INT. MOTEL BATHROOM - NIGHT

               Frank enters, turns on the faucet, prepares to brush his 
               teeth. He sees himself in the mirror and stops. A beat.

               He opens up his wallet, pulls out the photo he looked at 
               earlier, stares at it. Again, we can't see the photo.

               He looks at himself in the mirror again.

               INT. MOTEL ROOM TWELVE - NIGHT

               The fight continues. Dwayne listens, scowling.

                                     RICHARD (O.S.)
                         I trusted him, okay?! Step Three is 
                         you have to trust people!

                                     SHERYL (O.S.)
                         Fuck the Nine Steps, Richard! They're 
                         not working! It's over!!! Forget 
                         it!!! I never want to hear the Nine 
                         Steps again!!!

               A stunned silence. Dwayne, hearing this, just barely smiles.

               INT. MOTEL ROOM THIRTEEN - NIGHT

               Grandpa tucks Olive -- in pajamas -- into bed. It's quiet -- 
               we can't hear Sheryl and Richard fighting.

                                     GRANDPA
                         There you go. Snug as a bug in a 
                         rug.

                                     OLIVE
                         Grandpa...?

                                     GRANDPA
                         Yeah?

               She hesitates.

                                     OLIVE
                         I'm kind of scared about tomorrow.

                                     GRANDPA
                         Olive, you're gonna blow 'em out of 
                         the water. I guarantee it. They won't 
                         know what hit 'em.

               She smiles. He's about to leave her when...

                                     OLIVE
                         Grandpa...?

               He turns back. She hesitates again. Something's really 
               bothering her.

                                     GRANDPA
                         It's okay. What's the matter?

                                     OLIVE
                         I don't want to be a loser.

                                     GRANDPA
                         You're not a loser, Olive! Why do 
                         you say that?!

                                     OLIVE
                         Because...! Dad hates losers. That's 
                         what he said!

                                     GRANDPA
                         But you're not a loser! And your Dad 
                         would never hate you, ever!

                                     OLIVE
                         But what if I lose tomorrow?

               She's on the verge of tears. He takes her hand.

                                     GRANDPA
                         Whoa, whoa, back up a second. You 
                         can't lose. You know why? Because a 
                         real loser isn't someone who doesn't 
                         win. A real loser is someone who's 
                         so afraid of not winning they don't 
                         even try. That's not you! You're in 
                         the contest! You're gonna dance! So 
                         even if you win, or you don't win, 
                         you've already won! See? You-see-you-
                         see-you-see?

               He tickles her. She squeals. He stops, brushes her hair.

                                     GRANDPA
                         I think we're gonna have fun tomorrow. 
                         You think?
                              (she nods)
                         Okay. I'm gonna get ready for bed. 
                         Goodnight. Sleep tight.

                                     OLIVE
                         Don't let the bedbugs bite!

               He gives her a kiss, turns off the lamp.

               INT. MOTEL ROOM TWELVE - NIGHT

               Frank re-enters from the bathroom wearing monogrammed silk 
               pajamas, a sleeping mask on his head. Dwayne is in bed reading 
               THUS SPOKE ZARATHUSTRA. Frank climbs into bed.

               Dwayne sits up, looks at Frank,

                                     FRANK
                         What?

               Dwayne shows his pad of paper to Frank. It reads:

                           "Please don't kill yourself tonight"

               Frank shakes his head.

                                     FRANK
                         Not on your watch. I wouldn't do 
                         that to you.

               Dwayne nods, relieved. Frank pulls his sleeping mask over 
               his eyes, lies back. Dwayne leans over, turns out the light.

               INT. MOTEL BATHROOM - DAY

               Grandpa enters and locks the door.

               He opens his shaving kit and takes out a small mirror and a 
               tiny ziploc baggie filled with light brown powder.

               INT. MOTEL ROOM ELEVEN - NIGHT

               Richard and Sheryl sit on opposite sides of the bed, not 
               facing each other. It's quiet. They've hit rock bottom.

                                     SHERYL
                         Maybe we should try living apart. 
                         Just for a while,

               Richard closes his eyes. This kills him.

               Abruptly, Richard stands, gathers his keys, wallet, etc.

                                     SHERYL
                         What're you doing? Richard...?

                                     RICHARD
                         I'm gonna fix this.

                                     SHERYL
                         Richard...

                                     RICHARD
                         I'm gonna fix this. Don't worry.

               He grabs his coat and exits, very determined. Sheryl, left 
               behind, flops back on the bed.

               EXT. MOTEL PARKING LOT - NIGHT

               Richard strides to the VW bus, parked parallel on the street.

               A small crowd of TEENAGERS is hanging out, smoking and 
               drinking. Three Teen Boys are puttering around on mopeds.

               Richard -- on a mission -- climbs in the VW's driver's seat 
               and starts it up. He shifts into third and REVS the engine.

               The VW doesn't move. He REVS it very high and loud, jostling 
               in his seat to try to get the bus going. It stays still.

               Richard takes his foot of the gas, slumps back.

               The Teens stop chatting and stare at him. Richard, at the 
               end of his rope, turns and looks at the Teens and their 
               mopeds.

                                                                   JUMP TO:

               Richard walks up to the Teens on their mopeds. They are wary. 
               Richard smiles, tries to be friendly.

                                     RICHARD
                         Hey! How would one of you guys like 
                         to make twenty dollars?

               The Teens look at each other.

                                     TEEN BOY
                         Fuck off, fag.

               This amuses the other Teens. Richard -- undeterred -- pulls 
               out his wallet, opens it up to see how much cash he has.

                                     RICHARD
                         Okay, look...

                                                                    CUT TO:

               EXT. HIGHWAY ENTRANCE - NIGHT - LONG SHOT

               An empty highway entrance, lit by streetlamps. Interstate 
               traffic flies by at 70mph -- cars, SUVs, eighteen wheelers.

               Into the frame and down the entrance ramp rides Richard, 
               balanced precariously on a borrowed moped, pushing 35mph.

               He edges into the break-down lane and drives parallel to the 
               SWOOSHING traffic, a look of grim determination on his face.

               He passes a sign that reads, "Atlanta, 23 Miles."

                                                              FADE TO BLACK

               EXT. MOTEL PLAYGROUND - NIGHT

               It's quiet. An empty children's playground sits near the 
               motel, lit by a single streetlamp.

               Sheryl lies on a platform swing, rocking back and forth, 
               smoking a cigarette, staring up at the stars.

               She looks at her wedding ring, jiggles it with her thumb.

               FADE IN the WHINE of a moped.

               EXT. HOTEL PARKING LOT - NIGHT

               Richard pulls into parking lot of a large chain hotel. A 
               marquee out front reads, "Life/Styles Expo.  Welcome!"

               INT. HOTEL HALLWAY - NIGHT

               Richard comes in a side exit and strides down a long, carpeted 
               hallway. Empty conference rooms line the hall.

               Outside each conference room is an easel with a foam board 
               mock-up of a self-help book cover. Richard walks past face 
               after face of aspiring self-help gurus.

               INT. HOTEL LOBBY - NIGHT

               Richard -- windblown, still in shorts and sneakers -- strides 
               into a well-appointed lobby. A female CONCIERGE is on late-
               night duty. He walks to a courtesy phone, picks it up.

                                     RICHARD
                              (into phone)
                         Stan Grossman, please. Thank you.

               Through the receiver, we hear RINGING. Then VOICE-MAIL.

                                     VOICE MAIL
                              (via phone)
                         The hotel guest you're calling is 
                         not available. Please leave a message 
                         at the tone.

               BEEP.

                                     RICHARD
                         Stan, it's Richard...
                              (at a loss)
                         I don't know where the fuck you are. 
                         I'm at your hotel. Call me.

               He hangs up and looks around, exasperated. He takes out his 
               cell phone and dials. He puts the phone to his ear.

               As the phone RINGS in his ear, we hear the synchronized 
               BLEATING of a cell phone from the hotel bar nearby.

               It takes Richard a second to make the connection. He turns.

               In the bar/lounge, a boisterous group of CORPORATE TYPES -- 
               prosperously attired men, meticulously groomed women -- are 
               seated around a booth, drinking and laughing together.

               Holding court is Stan Grossman, a swarthy mid-3Os go-getter 
               wearing khakis, loafers, and a cashmere V-neck.

               Richard watches as Stan pulls out his cell phone, checks the 
               caller ID, shakes his head, puts the phone away.

               Richard -- phone in his ear -- walks over and stands behind 
               Stan Grossman, staring down at him. The Corporate Types stop 
               laughing. Stan turns, looks up at Richard. Richard smiles.

                                     RICHARD
                         Hi, Stan!

               EXT. HOTEL PARKING LOT - NIGHT

               Richard and Stan argue next to a dumpster in the parking lot 
               behind the hotel. Richard's borrowed moped is parked nearby.

                                     RICHARD
                         You said it would sell...!

                                     STAN GROSSMAN
                         That's what I thought! At the time!

                                     RICHARD
                         But it's a great program! You said 
                         yourself! I don't understand...!

                                     STAN GROSSMAN
                         It's not the program, Richard, it's 
                         you, okay? No one's heard of you. 
                         Nobody cares.

               Richard exhales, shakes his head, gathers himself.

                                     RICHARD
                         So what's the next step?

                                     STAN GROSSMAN
                         There is none. We had our shot. It 
                         didn't fly. We move on.

                                     RICHARD
                         You mean give up.

                                     STAN GROSSMAN
                         Richard...

                                     RICHARD
                         One set back, you're ready to quit.

                                     STAN GROSSMAN
                         Richard, listen -- I pushed this 
                         thing hard, okay? I rammed it down 
                         their fucking throats, all right? No 
                         one bought it. Now, I know the market. 
                         It's time to move on. You're not 
                         gonna win this one.

               Richard stares at Stan, absorbing this. Then he speaks with 
               a strained nonchalance, nodding and smiling.

                                     RICHARD
                         Okay...! Good! I'm glad. You know 
                         why? This is what the Nine Steps are 
                         all about...

                                     STAN GROSSMAN
                         Richard! Jesus...!

                                     RICHARD
                         You blew it, Stan. You're out.

               Richard turns and walks off. Stan can't believe it. He watches 
               Richard, shakes his head and re-enters the hotel.

               Richard strides to the moped, looks both ways, climbs on and 
               pedals furiously. The moped sputters to life.

               EXT. HIGHWAY - NIGHT

               Richard, grim, rides his borrowed moped along the breakdown 
               lane as cars and trucks ROAR past him.

               This is -- hands down -- the worst moment of his life.

               Then there's a FLASH of lightning and a CLAP of thunder. It 
               starts to rain. Richard keeps riding.

               INT. MOTEL - NIGHT

               A darkened motel room. We hear the WHINE of the moped as it 
               pulls into the parking lot and up to the door.

               The door opens and Richard -- dazed, soaking wet -- steps 
               in.

               He closes the door behind him, walks over, lies on the bed -- 
               fully clothed -- and stares up at the ceiling.

               Sheryl, sleeping, wakes up and sees Richard.

                                     SHERYL
                         Y'okay?

               He nods. Sheryl rubs his arm, rolls over, goes back to sleep. 
               Richard stares up at the ceiling.

                                                              FADE TO BLACK

                                     OLIVE (V.O.)
                         Dad...?

               INT. MOTEL ROOM - DAWN

               Richard opens his eyes. Olive is standing next to the bed. 
               The blue light of dawn is coming through the windows.

                                     RICHARD
                         What is it, hon...?

                                     OLIVE
                         Grandpa won't wake up.

               Richard takes this in.

               EXT. AMBULANCE ROOF - DAY

               We are behind the lights of an ambulance as it speeds down a 
               commercial strip. The LIGHTS FLASH and SIREN BLARES.

               INT. HOSPITAL WAITING ROOM - DAY

               Everyone sits silently in a waiting room, waiting for news.

               Olive, bored, goes through a rack of medical flyers. She 
               takes one and approaches Dwayne.

                                     OLIVE
                         You want to take an eye test?
                              (Dwayne shakes his 
                              head)
                         Uncle Frank? You want to take an eye 
                         test?

                                     SHERYL
                         Olive, come here. Put that away. 
                         We're gonna have a family meeting. 
                         Dwayne? Family meeting.

                                     RICHARD
                         What? Now?

                                     SHERYL
                         Richard...! Let's just do it.

               She takes a breath. She turns to the kids.

                                     SHERYL
                         First of all, the doctors are doing 
                         everything they can to help Grandpa 
                         right now. He's had a long...
                              (searches for words)
                         ...eventful life, and I know he loves 
                         both of you very much. But if God 
                         wants to take him, we have to be 
                         ready to accept that, okay?
                              (they nod)
                         Now, I think you guys know we've 
                         been having money problems lately, 
                         with Richard's venture and 
                         everything... Things haven't really 
                         gone the way we hoped. So it looks 
                         like when we get home we might have 
                         to make some changes in the way we 
                         live. We might have to move out of 
                         our house. We might have to declare 
                         bankruptcy. I don't know. I have to 
                         talk to a lawyer about all that.

               She looks at Richard, the kids. Her voice becomes shaky.

                                     SHERYL
                         But whatever happens -- we're a 
                         family. What's important is that we 
                         love each other. I love you guys so, 
                         so, so much...

               She turns away, starts to cry. Frank puts his hand on her 
               shoulder. Sheryl grasps it. Olive and Dwayne watch Sheryl.

               Dwayne writes a note, shows it to Olive. It reads:

                                      "Go hug Mom!"

               Olive goes and hugs Sheryl. Sheryl, crying, picks up Olive 
               and holds her in her lap, hugging her. Dwayne gets up, goes 
               across the waiting room and stares out the window.

               OUT THE WINDOW

               A second floor view. It's a banal suburban landscape. Cars 
               go busily back and forth on a distant road.

               Dwayne just stares out the window with a blank face. Behind 
               him, a DOCTOR enters the waiting area.

                                     DOCTOR
                         Are you the family of Edwin Harvey?

               INT. HOSPITAL ROOM - DAY

               Everyone is gathered in a smaller room. The Doctor closes 
               the door behind him. He turns to face them.

                                     DOCTOR
                         I'm sorry. We did everything we could. 
                         He was... It was too much. He probably 
                         fell asleep and never woke up. I'll 
                         have someone come talk about handling 
                         the remains.

                                     RICHARD
                         Thank you. Appreciate it.

               The Doctor opens the door and calls down the hall.

                                     DOCTOR
                         Linda...!

               He gestures, then departs. Silence.

                                     OLIVE
                         Is Grandpa dead?

                                     SHERYL
                         Yeah, honey. He's passed away.

               Olive nods, says nothing.

               A hospital administrator, LINDA, comes in with a sheaf of 
               papers. She is overburdened and all business.

                                     LINDA
                         I'm your bereavement liaison, Linda. 
                         My consolations for your loss.

                                     RICHARD
                         Thank you, Linda.

               Linda hands Richard her sheaf of paperwork.

                                     LINDA
                              (fast, indifferent)
                         Okay. These are the forms you need 
                         to fill out -- death certificate, 
                         report of death and the M.E. pink 
                         slip. Try and be as detailed as 
                         possible. This is a brochure for our 
                         Grief Recovery Support Group that 
                         meets Tuesdays. If you'd like, I can 
                         refer you at this time to a funeral 
                         home so you can begin making 
                         arrangements.

               Richard and Sheryl glance at each other.

                                     RICHARD
                         Um, actually, pre-arrangements have 
                         been made with a home in Maryland.

                                     LINDA
                         In Maryland...?

                                     RICHARD
                         Yeah, we're passing through. Y'see, 
                         we're trying to get to Boca Raton...

                                     LINDA
                         Okay -- if the body is crossing state 
                         lines? You're gonna need a Burial 
                         Transit Permit from the County 
                         Registrar...

                                     RICHARD
                         Okay, fine, but here's the thing -- 
                         we're trying to get to Boca Raton by 
                         three o'clock this afternoon...

                                     LINDA
                         Three o'clock? Today?
                              (checks her watch)
                         That ain't gonna happen.

                                     RICHARD
                         It's for my daughter. This is really 
                         important.

                                     LINDA
                         It may be important, but you still 
                         have to fill out this paperwork.

                                     RICHARD
                         Okay, I know this is unusual... Is 
                         there a way we can go and come back? 
                         I mean, can we do paperwork later?

                                     LINDA
                         You can't abandon the body...

                       RICHARD                            LINDA
               I'm not gonna abandon the        ...Otherwise the hospital 
               body. I just want to go and      becomes responsible... Sir, 
               come back. We just need to       there's a way these things 
               get to Boca and then we'll       need to be done. Sir? come 
               back! We'll come back!           Sir...? Sir!!!

                                     LINDA
                         Sir, this may surprise you, but you're 
                         not the only one who's had someone 
                         die here today, all right?! Now we 
                         have a way of doing things around 
                         here, and I'm gonna ask you to respect 
                         our rules and procedures!

               Silence. Richard stares at the floor, seething. A pause. 
               Richard speaks with great restraint.

                                     RICHARD
                         Could you...? Is there a way we could 
                         view the remains?

                                     LINDA
                              (nods, also restrained)
                         I'll show you, yes. We haven't had a 
                         chance to move him downstairs.

               She leads them out.

               INT. HOSPITAL CORRIDOR - DAY

               Linda stops in front of an intensive care room.

                                     LINDA
                         He's in here. Now someone may come 
                         by in a few minutes to take him to 
                         the basement, but just tell them who 
                         you are. They'll wait.

                                     RICHARD
                         Thank you.

                                     LINDA
                         When you're done with the paperwork 
                         I'll be in the nurse's station.

                                     RICHARD
                         Okay. Great. Thank you, Linda.

               She departs.

               INT. INTENSIVE CARE ROOM - DAY

               They enter. It's quiet. There's a body under a sheet.

               Richard walks over and peers under it, then puts it down.

               He turns away and faces the wall. He starts hyperventilating -- 
               choking down the emotion. He doesn't want to lose control, 
               and he's not comfortable showing his feelings.

                                     RICHARD
                              (under his breath)
                         Goddamn it, Dad. Goddamn it,
                              (beat)
                         Stupid, stupid, stupid...!!!

               He shakes his head and takes a few sharp breaths, getting 
               himself under control -- still facing the wall.

               Sheryl hugs Olive, stroking her hair. Olive is dry-eyed -- 
               this is all new to her. Sheryl bends down and whispers:

                                     SHERYL
                         We'll do Little Miss Sunshine next 
                         year. Okay, honey? Next year.

               Olive nods. No one says anything. Finally, Richard turns 
               around. He is very determined.

                                     RICHARD
                         No. We've come seven hundred miles. 
                         I'll be damned if I'm not making 
                         that contest.

                                     SHERYL
                         Honey... We can't leave him!

                                     RICHARD
                         We're not going to leave him.

               Richard dumps the paperwork in a wastebasket. He opens the 
               door, glances into the hallway. He closes the door.

                                     RICHARD
                         Fuck...!

               He looks desperately around the room. He sees the window.

               He goes to the window, opens it up.

               EXT. HOSPITAL - DAY

               Richard peers out the window. He's at the back side of the 
               building, seven or eight feet above a near-empty parking 
               lot.

               INT. INTENSIVE CARE ROOM - DAY

               Richard ducks back in. He tosses his car keys to Dwayne.

                                     RICHARD
                         Dwayne. Go around outside.

                                     SHERYL
                         Richard... What are you thinking?

                                     RICHARD
                         We'll take him with us.

                                     SHERYL
                         No, Richard. No. That's not going to 
                         happen.

                                     RICHARD
                         He's better off with us than with 
                         these people!
                              (to Dwayne)
                         Go under the window. Frank, you go 
                         with him.

                                     SHERYL
                         Dwayne, don't you dare!
                              (to Richard)
                         Look: you stay here. We'll take Olive. 
                         Frank'll drive!

                                     RICHARD
                         We'll be there in two hours! I'll 
                         have a funeral home meet us as soon 
                         as we arrive!
                              (never say die:)
                         Listen, everyone. If there's one 
                         thing Grandpa would've wanted, it's 
                         to have Olive perform at the Little 
                         Miss Sunshine pageant. I believe 
                         we'd be doing a grave disservice to 
                         his memory if we gave up now. There's 
                         two kinds of people in the world; 
                         winners and losers. And what's the 
                         difference? Winners don't give up. 
                         So what are we here? Are we winners? 
                         Or losers?

                                                                    CUT TO:

               EXT. HOSPITAL - DAY

               Richard peeks out the window.

                                     RICHARD
                         Okay, ready?

               Frank, Dwayne, Sheryl and Olive stand under the window, trying 
               to look inconspicuous. Frank gestures -- Wait.

               Across the lot, two NURSES stroll toward the hospital.

                                     FRANK
                         Not yet... Not yet...

               The Nurses pass out of sight.

                                     FRANK
                         Okay -- go, go, go!

               Richard disappears for a second, then reappears with a big 
               bundle wrapped in a sheet. He hoists it into the window.

                                     RICHARD
                         Careful... Careful...

               He edges the bundle off the window ledge. Frank and Dwayne 
               gently lower the bundle to the ground. They glance around.

                                     FRANK
                         Okay! Here we go! One, two...

               Frank, Dwayne, Sheryl and Olive lift the bundle together and 
               scuttle across the parking lot to the VW bus fifty feet away.

               An ELDERLY COUPLE walking fifty yards away observes them.

                                     FRANK
                         Be cool. Be cool. Almost there.

               They arrive at the bus.

               Dwayne whips open the VW's back door (a hatchback that hides 
               your luggage) and they hoist the bundle in. Frank slams the 
               door closed. Richard comes sprinting into the parking lot.

                                     RICHARD
                         Okay, let's roll! You ready?

                                     FRANK
                         Any time, Rich!

               Richard starts up the bus, gets out and helps them push.

               They get the bus rolling. The lot is at a slight incline, 
               which helps. Finally, Richard jumps behind the wheel.

                                     RICHARD
                         Okay, I'm putting it into gear...!

               Sheryl and Olive jump in the side door.

               Frank and Dwayne run behind the bus, pushing like crazy.

                                     FRANK
                         Did I mention I'm the pre-eminent 
                         Proust scholar in the US?

               Richard REVS the engine and puts it in third. The bus begins 
               picking up speed. Dwayne and Frank sprint along side.

               This time, Dwayne is prepared to push Frank up along-side 
               the bus. Frank lunges in. Dwayne jumps in after him.

               INT. VW BUS - DAY

               Dwayne slides the door shut. They're giddy and breathless 
               from the escape. They quickly sober up.

                                     RICHARD
                         Okay, what time is it?

                                     SHERYL
                              (checks her watch)
                         It's 11:30. How much further...?

                                     RICHARD
                         I dunno. Two hundred miles...?

                                     FRANK
                         And when does registration end?

                                     SHERYL
                         Three o'clock.

               They do the math.

                                     FRANK
                         It's gonna be close.

                                     RICHARD
                         No, we'll make it. We just can't 
                         stop. No one has to pee, right?

               Olive is thinking.

                                     OLIVE
                         Dad? What's gonna happen to Grandpa?

                                     RICHARD
                         Honey, as soon as we get to Florida, 
                         I'm gonna call a funeral home in 
                         Maryland and they'll take care of 
                         everything. Your Grandpa was smart 
                         and planned ahead. Okay?

               Olive nods.  That's not really what she was asking about. 
               Sheryl sees this.

                                     SHERYL
                         Honey, Grandpa's soul is in Heaven 
                         now. He's with God. Okay?

               Olive nods. She turns and looks out the window.

               OUT THE WINDOW

               The passing landscape of the road leading back to the 
               Interstate. It seems a long way from God.

               CLOSE ON OLIVE

               Thinking.

                                                              FADE TO BLACK

               Begin MUSIC -- the same quiet tune that began the film.

               EXT. HIGHWAY - DAY - MONTAGE

               The VW cruises past fields, billboards, farms, rest stops.

               INT. VW BUS - ON THE ROAD - DAY - MONTAGE

               The dialogue below plays over the following shots.

               The family drives in silence, each looking out the window.

               Richard drives -- stoic, determined.

               Sheryl is pensive. She sneaks glances at Richard.

               Frank, subdued, watches Sheryl. He rubs Olive on the head.

               Olive, headphones around her neck, stares out the window.

               Dwayne lies across the back seat, staring up.

               DWAYNE'S POV  Passing power lines undulate against the sky.

               From the back, we see the highway passing as each person is 
               lost in a reverie.

               Sheryl, in the front, looks at Richard, reaches over and 
               rubs Richard's neck. Richard glances at her, keeps driving.

                                     OLIVE (O.S.)
                         Uncle Frank? Does everyone get to go 
                         to Heaven?

                                     FRANK (O.S.)
                         That's an excellent question, Olive. 
                         Actually, the Hindus believe that 
                         you get as many lives as you want. 
                         Buddhists believe that you live many 
                         lives but at a certain point you 
                         reach Nirvana and cross the finish 
                         line. Christians believe you only 
                         get one life -- they don't believe 
                         in do-overs.

                                     OLIVE (O.S.)
                         What do you believe?

                                     FRANK (O.S.)
                         I dunno. I haven't made my mind up. 
                         What about you?

                                     OLIVE
                         I think everyone goes to Heaven.

                                     FRANK
                         Even me?

                                     OLIVE
                         Yes!

                                     FRANK
                         You promise?

                                     OLIVE
                         Yes!!!

                                                              FADE TO BLACK

               INT. VW BUS - ON THE ROAD - DAY

               They are cruising. Olive has her headphones back on, though 
               she's not bouncing anymore -- just nodding her head. Sheryl 
               points to a passing sign, "Boca Raton -- 61 Miles."

                                     SHERYL
                         Sixty one miles. What time is it?

               Frank checks his watch.

                                     FRANK
                         Five of two...!

               Sheryl looks worriedly at Richard. Richard steps on the gas.

                                     RICHARD
                         We'll make it! Don't worry!

                                     SHERYL
                         We're cutting it close...

                                     RICHARD
                         It's not even close! We'll be...

               A car cuts in front of him. He brakes.

                                     RICHARD
                         Look out! Asshole!

               He HONKS the horn loudly at the guy.

                                     FRANK
                         What happened?

                                     RICHARD
                         He cut me off!

               The horn keeps HONKING intermittently.

                                     SHERYL
                         Okay. You can stop now.

                                     RICHARD
                         It's not me! This thing is stuck.

               He tries to pull the horn button up. Instead, he gets a long 
               continuous HOOOONK. He lets go. It stops.

                                     SHERYL
                         Okay, just leave it...!

               Silence. Then a HONK. Another silence. HONK, HONK.

                                     SHERYL
                         Maybe if you pull it from...

               She tries to lift up another part. HOOOOONK. She stops.

                                     RICHARD
                         Just leave it, okay? We'll fix it 
                         when we get to Boca!

                                     SHERYL
                         Okay, fine!

               Silence. HONK! Silence. HONK! HONK! Silence. Dwayne puts his 
               head in his hands. He can't stand it.

                                     FRANK
                         How many days 'til you enlist?

               Dwayne pulls out his pad and writes. He shows it:

                                          "623"

               Frank contemplates this.

                                     FRANK
                         Maybe I can adopt you.

               Dwayne stares out the window. HONK! Silence. HOOONK!

               EXT. HIGHWAY - DAY

               The van, its horn BLARING, cruises past a State Trooper hiding 
               behind an evergreen. The TROOPER hits the lights.

               INT. VW BUS - ON THE ROAD - DAY

               Richard sees the lights in the rear-view mirror.

                                     RICHARD
                         Oh, Jesus! I'm being pulled over! 
                         Everybody: act normal, okay?. Like 
                         everything is normal. Here we go...

               He pulls onto the breakdown lane and stops. The HORN continues 
               HONKING intermittently. The Trooper, a 50-ish good ol' boy, 
               gets out and approaches.

                                     TROOPER
                         How're you folks doin' today?

                                     RICHARD
                         Fine! Doin' fine!
                              (HONK)
                         Sorry!

                                     TROOPER
                         Having trouble with your horn?

                                     RICHARD
                         Yeah, a little trouble.
                              (HONK)
                         Sorry!
                              (HONK)
                         Sorry!!!

               Frank leans forward gleefully:

                                     FRANK
                         Don't apologize, Rich! It's a sign 
                         of weakness!

               Richard ignores him.

                                     TROOPER
                         Would you step out of your vehicle?

               EXT. HIGHWAY - DAY

               Reluctantly, Richard gets out. The Trooper gestures towards 
               the back of the van.

                                     TROOPER
                         Would you step this way?

                                     RICHARD
                         No...!

                                     TROOPER
                         What?

                                     RICHARD
                         Don't...!

                                     TROOPER
                         Don't what?

               Richard shuts up. The Trooper sees him glance at the trunk.

                                     TROOPER
                         You have something in your trunk?

                                     RICHARD
                         No! Nothing! There's nothing. It's 
                         just... Don't open it.

               The Trooper is incredulous.

                                     TROOPER
                         Sir, you realize you've just given 
                         me probable cause to search your 
                         trunk? Put your hands on top of your 
                         vehicle. Now don't move.

               He shakes his head and walks back towards the trunk,

                                     RICHARD
                         Please! It's not illegal, it's...

                                     TROOPER
                         Sir, I'd advise you to keep your 
                         mouth shut.

               Richard shuts up. The Trooper pulls his gun and hesitantly 
               approaches the trunk.

               INT. VW BUS - DAY

               Everyone surreptitiously watches the Trooper.

                                     SHERYL
                              (sotto)
                         Oh no, what's he doing?!

               EXT. HIGHWAY - DAY

               Richard watches the Trooper walk around the back of the bus 
               and reach for the trunk. He closes his eyes.

               The Trooper opens the trunk.

                                     TROOPER
                         Whoa! Goddamn!!!

               Richard opens his eyes, shakes his head -- this is the end.

                                     TROOPER
                         Sir, would you come here?

               Richard walks back. The Trooper bends down behind the bus.

               Rounding the corner, Richard sees the Trooper picking up 
               Grandpa's porn magazines, which have spilled onto the road.

               The bundled sheet sits in plain sight. The Trooper, 
               distracted, gathers the magazines and stands. He grins.

                                     TROOPER
                         Don't worry, I ain't gonna bust you.

               He looks in the bus, smiles and waves at Sheryl and Olive.

               INT. VW BUS - DAY

               Everyone in the bus -- minds blown -- waves back.

               EXT. HIGHWAY - DAY

               The Trooper tidies the magazines and, grinning, shuffles 
               through them with a connoisseur's eye -- Swank, High Society, 
               Black Tail. The next magazine: Honcho.

               A beefy, moustached stud gazes smolderingly from the cover.

               The Trooper stops grinning. He looks at Richard. Richard 
               shrugs and laughs nervously.

               INT. VW BUS - DAY

               As the Trooper's cruiser pulls back onto the highway, Richard 
               walks to the front, climbs in, slams the door.

                                     SHERYL
                         What happened?!

                                     RICHARD
                              (steely)
                         I'll tell you when I regain 
                         consciousness.
                              (starts the car)
                         Frank. Dwayne. Get out and push.

               INT. VW BUS - ON THE ROAD - DAY

               They are cruising. The horn HONKS in occasional spurts. 
               Everyone ignores it. Olive plays with an eye chart she got 
               at the hospital. She points at a diminishing set of "E"s.

               Dwayne is in the back seat, holding a hand over one eye and 
               pointing his finger up, down, or sideways to correspond to 
               the rotation of the "E". Dwayne makes it through the chart.

                                     OLIVE
                         20/20 vision! Mom, Dwayne has 20/20 
                         vision!

                                     SHERYL
                         I bet he does.

                                     OLIVE
                         Okay, further back!

               Dwayne and Olive continue with the charts, with Dwayne sitting 
               further back. Sheryl points to a passing sign.

                                     SHERYL
                         Boca Raton! Forty six!

               Frank checks his watch.

                                     FRANK
                         It's 2:15PM...!

               Sheryl looks at Richard, who steps on the gas.

                                     RICHARD
                         We'll make it, okay?! Maybe a few 
                         minutes late.

                                     SHERYL
                         No, Richard...! They said three 
                         o'clock sharp! They were very 
                         explicit. You don't want to fuck 
                         with these people. Trust me.

                                     FRANK
                         You know where it is?

                                     SHERYL
                         The Holiday Inn. She said it's just 
                         off the highway. You can't miss it.

                                     RICHARD
                         She better be right.

               In the back, Olive pulls out a new flyer.

                                     OLIVE
                         Okay, now I'm gonna test if you're 
                         colorblind. What letter is in the 
                         circle?

               She holds up a chart with a green circle. Inside the circle, 
               in a mosaic pattern, is a bright red letter "A". Dwayne makes 
               a gesture, "There's nothing there."

                                     OLIVE
                         No, inside the circle! Right there!

               Dwayne shakes his head again. Olive glances at Frank.

                                     OLIVE
                         It's an "A"! Can't you see it?! It's 
                         red! See? Right there!

               Dwayne takes the chart and stares at it.

                                     FRANK
                         You can't see the "A"? It's bright 
                         red. Can you see the difference 
                         between the green and the red?

               Dwayne shakes his head helplessly. Frank turns away.

                                     FRANK
                         Oh, man.

               Dwayne looks at him. He pulls out his pad and writes:

                                         "What?"

               Frank doesn't say anything. Dwayne points violently at the 
               pad. Frank looks at him. Quietly:

                                     FRANK
                         Dwayne. I think you're colorblind.

               Dwayne doesn't understand. He points at the pad again.

                                     FRANK
                         You can't fly jets in the Navy if 
                         you're colorblind.

               Dwayne does nothing. Then he seems to implode in on himself, 
               curling up in a ball. Frank shouts towards the front.

                                     FRANK
                         Rich, pull over!

                                     RICHARD
                         What?!

                                     FRANK
                         We have an emergency back here!

                                     RICHARD
                         What is it?

                                     FRANK
                         Just pull over!

                                     RICHARD
                         What's the emergency?

                                     FRANK
                         Sheryl, will you make him pull over?!

                                     SHERYL
                         Richard...!

                                     RICHARD
                         We're gonna be late if...

                                     SHERYL
                         Richard!!!

                                     RICHARD
                         I'm pulling over, okay?! I'm pulling 
                         over!

               He puts on the clicker.

               EXT. SIDE OF THE INTERSTATE - DAY

               The bus pulls into the break-down lane beside the highway.

               The door slides open and Dwayne gets out onto the grassy 
               slope by the side of the road. He walks off with his head in 
               his hands. This is the first time we've heard his voice.

                                     DWAYNE
                         Fuck!!!
                              (beat)
                         Fuck!!!

               The others get out of the car and watch him.

                                     SHERYL
                         What happened?

                                     FRANK
                         He's colorblind. He can't fly.

                                     SHERYL
                         Oh, Jesus. Oh, no.

               Thirty yards away Dwayne falls to his knees, buries his hands 
               and face in the grass, and SHRIEKS like a wild animal.

               There's an out-of-control quality to his behavior that is 
               scary and disturbing. Finally, Dwayne rolls to a sitting 
               position, his hands covering his face.

               He sits there crying. The others don't know what to do.

               Richard glances at Sheryl. He points at his watch and shrugs.

                                     SHERYL
                         Let's give him a second.

               In the background, the VW keeps HONKING like some demonic 
               beast -- mocking Dwayne's helplessness.

               Finally, Sheryl approaches Dwayne.

                                     SHERYL
                         Dwayne? Honey? I'm sorry.

               He says nothing. She sighs.

                                     SHERYL
                         Dwayne... Come on, we gotta go.

                                     DWAYNE
                         I'm not going.

                                     SHERYL
                         Dwayne...

                                     DWAYNE
                         I'm not! I don't care! I'm not getting 
                         in that bus again!

                                     SHERYL
                         Dwayne... For better or worse: we're 
                         your family...

               Dwayne stands up and screams at them.

                                     DWAYNE
                         You're not my family! I don't want 
                         to be your family! I hate you fucking 
                         people! I hate you!
                              (he points at them)
                         Divorce! Bankrupt! Suicide! You're 
                         losers! You're fucking losers!

               Everyone is stunned by this outburst. Dwayne puts his hands 
               over his eyes and sits down again.

                                     DWAYNE
                         Just leave me, Mom. Please? Just 
                         leave me here.

               Sheryl gets up and walks back to the others.

                                     SHERYL
                         I don't know what to do.

                                     RICHARD
                         We're gonna be late. Can we leave 
                         somebody here with him?

                                     FRANK
                         I'll stay.

                                     SHERYL
                         No, we're not doing that.

                                     RICHARD
                         Olive, you want to talk to him?

                                     SHERYL
                         No, Richard. There's nothing to say. 
                         We just have to wait.

               A beat. Then Olive walks over and sits down next to Dwayne.

               Dwayne's face is red and snot is dribbling from his nose. He 
               has a piece of straw and he's poking some ants in the grass.

               She puts her arm on his shoulder and watches him poke. The 
               ants climb busily over the grass. They sit quietly.

               Then Dwayne stands up.

                                     DWAYNE
                         Okay, let's go.

               He walks back to the others. His voice is automatic.

                                     DWAYNE
                         I apologize for the things I said. I 
                         was upset. I didn't really mean them.

                                     FRANK
                              (mock-tender)
                         Dwayne... We know you did.

                                     SHERYL
                         Frank...
                              (to Dwayne)
                         It's okay. Let's just go.

               They all start pushing the bus.

               INT. VW BUS - ON THE ROAD - DAY

               Richard is weaving through traffic -- the engine's REVVING 
               VERY HIGH. Richard, Sheryl, Olive, and Frank are looking 
               ahead intently. Dwayne is slouched in the back, staring at 
               "nothing. The horn has tapered off to an occasional HONK.

               Frank checks his watch.

                                     FRANK
                         2:50...!

                                     RICHARD
                         We're gonna make it! Olive, don't 
                         worry! We'll be on time!

                                                                   JUMP TO:

               The same. Frank checks his watch.

                                     FRANK
                         2:55!

                                     RICHARD
                         Just look for the exit! It's coming 
                         up!

                                                                   JUMP TO:

               The same. Frank checks his watch again.

                                     FRANK
                         2:58!

               No one says anything. Then Richard points.

                                     RICHARD
                         There! That's it! Can anyone see a 
                         Holiday Inn?

               A beat. Olive points.

                                     OLIVE
                         There! Little Miss Sunshine!

               As they ride up the exit ramp, the sign in front of the 
               Holiday Inn reads, "Little Miss Sunshine."

               Richard comes off the ramp onto a four lane commercial road.

               There's a maze of service roads and parking lots between him 
               and the Holiday Inn. Richard is baffled.

                                     RICHARD
                         How the fuck do you get over there?

                                     SHERYL
                         Turn here! Turn here!

               Richard takes a right into a service road.

                                     SHERYL
                         Will you slow down?

                                     RICHARD
                         I can't! I'm in third gear!

                                     FRANK
                         2:59PM!

                                     RICHARD
                         Does anyone see a turn-off? How the 
                         fuck do you get over there?

               They drive past the Holiday Inn -- a few hundred yards away.

                                     OLIVE
                         Dad! You drove past it!

                                     RICHARD
                         There's no place to turn in!

                                     SHERYL
                         Turn around! You gotta turn around!

                                     RICHARD
                         Okay, hold on, everybody.

               The VW screeches around in a wide arc across four lanes of 
               (luckily empty) traffic. Richard guns the under-revving 
               engine. They again drive past the distant Holiday Inn.

                                     RICHARD
                         Can anyone see a way in?

                                     SHERYL
                         Go over there, then cut across!

                                     RICHARD
                         Okay, hold on!

               The VW squeals around a left turn onto another service road,

                                     RICHARD
                         There's no way in! What the fuck?!

                                     OLIVE
                         Dad! You're driving past it!

                                     SHERYL
                         There! Into the parking lot!

               She points. Richard turns into an enormous empty parking 
               lot. He drives towards the Holiday inn in the distance.

               There's still no clear path on how to get there.

                                     RICHARD
                         It's a dead end!

                                     SHERYL
                         No, go over there!

                                     RICHARD
                         It's the same! There's no way...!

               He turns the wheel and they begin tracing a wide loop -- 
               bombing around the parking lot at 35mph in a holding pattern.

                                     FRANK
                         Three o'clock!

                                     OLIVE
                         Dad...!

                                     SHERYL
                         Go back out!

                                     RICHARD
                         We tried that! There's no way in!

                                     SHERYL
                         So we just keep going in circles?

               Richard says nothing. Finally:

                                     RICHARD
                         Okay: Hold on, everybody! Olive, put 
                         your seat belt on.

               He comes out of a wide arc and heads straight for the median 
               strips separating him from the Holiday Inn.

                                     SHERYL
                         Oh, my God!

                                     RICHARD
                         Hold on, everyone!

               He guns it. As soon as he hits the first median, the HORN 
               goes off and doesn't stop. They're in a new parking lot.

                                     SHERYL
                         Look out!

               Richard goes SCREECHING past several parked cars. They're 
               one median strip away from the Holiday Inn parking lot.

                                     RICHARD
                         One more! Here we go! Hold on!

               They hit the median hard. A big bump. They've made it into 
               the Holiday Inn parking lot. The whole van sags to the rear.

               Frank looks out the rear window.

               A tire is wheeling off across the parking lot by itself.

                                     FRANK
                         We lost a tire, Rich!

                                     RICHARD
                         We'll get it later! Here we go!

               They come gliding into a parking space, HORN BLARING.

               Frank yanks open the sliding door. It slides back, slams 
               into the end of the track and derails. The whole door falls 
               off the side of the van and into the parking lot.

               Frank doesn't even look back. He sprints across the lot 
               towards a distant banner marked "Little Miss Sunshine."

               All the others -- except Dwayne -- sprint after him.

               INT. REGISTRATION HALL - DAY

               A big carpeted hotel lobby.

               The doors open and Frank comes in, breathless. He stops.

               The place is crawling with tiny blond girls and their stressed 
               mothers. The girls are dressed, coifed and made-up to within 
               an inch of their life.

               Nearby, a CONTEST OFFICIAL is packing up her things behind a 
               table with a "Registration" banner.

               Frank sprints up to her. The others catch up and stand, 
               looking on -- desperate, disheveled, breathing hard.

                                     FRANK
                         Hi, we're here to register!

                                     OFFICIAL
                         I'm sorry, we're closed.

                                     FRANK
                         But we have an entrant. Right here. 
                         We just need to check in.

                                     OFFICIAL
                         Registration ended at three.

                                     FRANK
                         It's three now!

                                     OFFICIAL
                         No...

               She points to a clock on the wall. It's 3:04PM,

                                     RICHARD
                         Oh, have a heart! We're four minutes 
                         late! We just drove all the way from 
                         Maryland...!

                                     OFFICIAL
                         Then you should have been here by 
                         three.

               She tries to leave. Richard stops her.

                                     RICHARD
                         Wait, wait, wait! How can we make 
                         this work?

                                     OFFICIAL
                         Everyone else was here before three. 
                         I'd be giving unfair advantage...

                                     RICHARD
                         We're not asking for an advantage! 
                         We just want to compete!

                                     OFFICIAL
                         Don't yell at me, sir. I didn't make 
                         you late. We've settled on the 
                         schedule of the show and we've turned 
                         off our computers. Now the show starts 
                         in twenty minutes, I have a hair 
                         check to do, I'm sorry you're late, 
                         but I can't help you.

               She tries to leave but they block her way. Richard gets on 
               his knees.

                                     RICHARD
                         Please! You don't know what we've 
                         been through...!

                                     SOUND GUY (O.S.)
                         Uh, Ms. Jenkins...?

               They all turn. There's a SOUND GUY -- a very portly young 
               man with a high voice -- who's clearly just heard the story.

                                     SOUND GUY
                         I can put 'em in the system.

                                     OFFICIAL
                         Oh, Kirby, you don't have to!

                                     KIRBY
                         No, it's okay. It's five minutes.

                                     OFFICIAL
                         Well... It's your time. 'Scuse me.

               She pushes past them. Frank leaps up.

                                     FRANK
                         Hello! Everyone?! We've just witnessed 
                         a great act of compassion and human 
                         kindness! Exhibit A: we've got Eva 
                         Braun here -- making the trains run 
                         on time, and B: Kirby! My man! 
                         Currently the greatest human being 
                         on the planet! Applause, please!

               He leads the others in applause. Everyone else in the lobby 
               ignores them. Kirby smiles, flips on the computer. They crowd 
               around.

                                     SHERYL
                         Thank you so much! You don't know 
                         what this means...

                                     KIRBY
                         Please. It's five minutes.

               He glances in the direction of the Official, who has departed, 
               and shakes his head. Quietly:

                                     KIRBY
                         I ain't working for these people 
                         again. These people are crazy.
                              (to Olive)
                         So, what's your name?

                                     OLIVE
                         Olive.

                                     KIRBY
                         Olive. That's a nice name.

               She smiles. He starts tapping away at the computer.

               Olive glances away and freezes. Across the room is Miss 
               Florida, sitting behind a table, signing photos for kids.

               Olive is in awe.

                                     OLIVE
                         Mom! It's Miss Florida! Look! It's 
                         really her!

                                     SHERYL
                         You want to say hello?

               Olive shakes her head, intimidated -- it's like meeting a 
               god.

                                     SHERYL
                         Come on, she looks nice. We'll just 
                         say hi.
                              (to Richard)
                         You got this?

               Richard nods -- I'll take care of it.

               Sheryl drags Olive to the back of the line -- a half a dozen 
               girls and their mothers. The GIRL in front of them turns and 
               stares at Olive -- sizing up the competition. Olive smiles.

                                     OLIVE
                         Hi...!

               The Girl quickly turns back around, not saying anything.

               Olive takes this in stride. Frank and Dwayne approach, 
               carrying the family's luggage and a Sunday NY Times.

                                     FRANK
                         Hey. I'm getting a room. We'll set 
                         up a base camp.

                                     SHERYL
                         Okay, we'll come find you.

               Frank and Dwayne walk off. Olive watches them go, then turns 
               and looks at the other girls.

               Again, they're all miniature Barbies with expensive clothes 
               and hair. All of them are several inches shorter than Olive, 
               who is still dressed in her traveling clothes -- denim cut-
               offs and black Converse high-tops. She stands out.

               Two TWIN GIRLS are chasing each other around, giggling.

               Olive watches. Eventually, the Twins see Olive watching them.

               They whisper to each other and giggle.  Olive gives them a 
               friendly half-smile. Finally, the Twin Girls approach Olive.

                                     TWIN GIRL ONE
                         Are you on a diet?

                                     OLIVE
                         What?

                                     TWIN GIRL ONE
                         Are you on a diet?

                                     OLIVE
                         No...!

                                     TWIN GIRL TWO
                         Didn't think so!

               They dissolve into giggles and run away. Olive is disturbed.

               Sheryl is steamed but doesn't know what to do.

               ACROSS THE ROOM

               Kirby finishes up with Richard -- having him sign a release.

                                     KIRBY
                         And sign...
                              (Richard signs)
                         ...And you're done! Here's your 
                         receipt; tickets; sash; tiara. 
                         Anything else?

                                     RICHARD
                         Yeah. Is there a funeral home around 
                         here?

               INT. HOLIDAY INN ROOM - DAY

               A quiet, empty room.

               Frank and Dwayne enter, dropping the luggage on the floor.

               Dwayne immediately walks to a bed in the corner of the room 
               and lies facing the wall. Frank surveys the room with a 
               jaundiced eye. He walks over, peers out the window.

               Frank turns, looks at Dwayne lying on the bed. He walks over, 
               settles into a chair, pulls out his NY Times.

                                     FRANK
                         Hey, you know, facing the wall like 
                         that...? There's no way you gonna 
                         stop me from killing myself. No way! 
                         I could be out the window before you 
                         even turn around.

               A beat. He opens up a Sunday New York Times.

                                     FRANK
                         Sorry.

               He looks at Dwayne for a few beats, then shakes his head and 
               opens up the Book Review section.

               IN THE BOOK REVIEW

               is a full-page ad for Understanding Proust by Larry Sugarman.

               A banner reads, "The Surprise Bestseller from America's # 1 
               Proust Scholar!" There's a photo of Larry Sugarman, in a 
               beard and glasses, looking very serious.

               Frank stares at the ad.

               EXT. HOLIDAY INN BALCONY - DAY

               Frank opens a sliding door and steps on to the tiny balcony.

               He walks to the edge and looks over.

               It's eight floors down to the parking lot.

               Frank considers the drop.

               Then he pulls out his wallet and takes out the photograph.

               THE PHOTO shows Frank and the Young Man from the convenience 
               store at some chic party, wearing tuxes, smiling, and drinking 
               Champagne.

               Frank stares at the photo.

               He looks up and surveys his surroundings -- a rather grim 
               landscape of Burger Kings and Jiffy Lubes.

               Quietly, he puts the photo away and turns back to the room.

               EXT. PARKING LOT - DAY

               Richard approaches the VW bus with two funeral home WORKERS 
               in jumpsuits who affect a bored, seen-it-all demeanor.

               WORKER ONE, 40s, is an old pro. WORKER TWO, 20s, is a fresh-
               faced rookie. A FUNERAL HOME VAN is parked in the background.

                                     RICHARD
                         ...We're driving five, six hours -- 
                         we thought he was napping. By the 
                         time we figured it out it was too 
                         late.

                                     WORKER ONE
                         ...Too late. So where's the body?

               Richard turns, pops the trunk, averts his eyes, and opens 
               it.

               The Workers look in the trunk. Then look at Richard.

               INT. LOBBY - DAY

               Olive finally makes it to the front of the line.

                                     MISS FLORIDA
                         Hi! What's your name?

                                     OLIVE
                         Olive.

                                     MISS FLORIDA
                         What's your talent, Olive?

                                     OLIVE
                         I like dancing!

                                     MISS FLORIDA
                         Dancing? Dancing was too hard for 
                         me! I'm a singer. You must be a good 
                         dancer!

                                     OLIVE
                         I am! I'm really good!

                                     MISS FLORIDA
                         I bet you are! Well, thanks for 
                         stopping by, Olive. Best of luck!

               But Olive is not quite ready to move on.

                                     OLIVE
                         Ummm... Miss Florida?

                                     MISS FLORIDA
                         You can call me Bonnie!

                                     OLIVE
                         Bonnie...? Do you eat ice cream?

                                     MISS FLORIDA
                              (perplexed)
                         Yes! I love ice cream! My favorite 
                         flavor is Chocolate Cherry Garcia. 
                         Although, technically, I think that's 
                         a frozen yogurt. Okay?

                                     OLIVE
                         Okay, thank you, Bonnie! Bye!

                                     MISS FLORIDA
                         Bye!
                              (to the next girl)
                         Hi, what's your name?

               Sheryl and Olive head off.

                                     OLIVE
                         She eats ice cream, Mom!

                                     SHERYL
                         I heard!

               EXT. PARKING LOT - DAY

               Richard signs an invoice. Worker Two closes the rear doors 
               of the van, climbs in the driver's seat and starts the engine.

               Richard hands the clipboard to Worker One. He hands Richard 
               a cardboard box containing a wallet, glasses, a keychain, 
               etc.

                                     WORKER ONE
                         The personal effects...

                                     RICHARD
                         Oh. Thank you.

                                     WORKER ONE
                         You take care.

                                     RICHARD
                         You too. Thanks.

               Worker One gets in the van and slams the door.

               The van pulls out, drives to the edge of the parking lot and 
               puts on its turn signal. Richard watches. The van pulls into 
               the street and drives off, disappearing into traffic.

               Richard is left alone, holding the box of Grandpa's stuff.

               INT. HOLIDAY INN ROOM - DAY

               Sheryl and Olive enter. Dwayne is still on the bed facing 
               the wall. Frank is slumped in a chair, staring at nothing.

                                     SHERYL
                         Frank...? How're you guys doing?

               Sheryl silently points at Dwayne. Frank shrugs. Sheryl goes 
               and starts opening luggage. She pulls out a bathing suit.

                                     SHERYL
                         Okay, Olive. Let's put on your 
                         swimsuit. Here. You want to change 
                         in the bathroom?

               Olive takes the swim-suit and goes into the bathroom. Sheryl 
               begins gathering up Olive's costumes.

                                     SHERYL
                         Dwayne, I know you hate all of us 
                         and want to kill yourself. But since 
                         we're here anyway, why don't you 
                         guys go to the beach?

                                     FRANK
                         Hey, there's an idea! The beach! 
                         Come on, we'll walk over, go surfing, 
                         maybe meet some chicks... Whaddaya 
                         say?

               INT. HOLIDAY INN BATHROOM - DAY

               Olive finishes putting on her swim-suit. There's a full-length 
               mirror on the back of the bathroom door.

               Olive turns around and reaches for the door knob. She stops.

               She steps back and looks at herself in the mirror.

               She turns sideways. She sucks her stomach in.

               This is the first time she's ever done this.

                                     SHERYL (O.S.)
                         Frank, here's your tickets. That's 
                         you and Dwayne. She's going on last, 
                         now, because we were late...

                                     FRANK (O.S.)
                         We'll be there. Don't worry.

               Olive turns back frontal. She lets her stomach hang out.

               She's not happy with what she sees -- also the first time.

               INT. HOLIDAY INN ROOM - DAY

               Sheryl finishes gathering up Olive's costumes.

                                     SHERYL
                         Olive, you ready? We gotta go!

                                     OLIVE (O.S.)
                         Coming!

               INT. HOLIDAY INN BATHROOM - DAY

               Olive stares at herself in the mirror. She's making up her 
               mind about something. (Winner or Loser?)

               Then, very determined, she walks out of the bathroom.

               INT. HOLIDAY INN ROOM - DAY

               Olive comes out. Sheryl is there.

                                     SHERYL
                         You ready? Let's go!
                              (to Frank)
                         Frank, do your best!

               They exit. A beat. Dwayne sits up.

               He's depressed, but no longer catatonic. He looks at Frank.

                                     DWAYNE
                         Let's get out of here.

               INT. LOBBY - DAY

               Richard -- holding the box of Grandpa's stuff -- finds a 
               bench and sits down. He seems shaken,

               Around him, the pre-pageant hubbub is at a fever pitch.

               He flips through Grandpa's stuff -- keys, glasses, gum.

               He looks up and surveys the frenetic activity -- mothers 
               combing their daughters' hair, little girls practicing ballet 
               moves, girls crying, girls laughing and chasing each other.

               Then, across the lobby, the elevator doors open and Sheryl 
               and Olive step off carrying garment bags and travel cases.

               Richard gets up and intercepts them. Sheryl sees him coming.

                                     SHERYL
                         Hey. D'you take care of...?

                                     RICHARD
                         Yeah, I did. Wait a sec. Olive, come 
                         here. Time for a pep talk.

                                     SHERYL
                         Richard, we're late already...!

                                     RICHARD
                         This is important! Olive, come here.

               She goes to him. He hunches down, takes her hand, searching 
               for words as if the very meaning of his life were at stake.

                                     RICHARD
                         Olive... I know you and Grandpa worked 
                         on this together. I know how much it 
                         meant to him. We drove nine hundred 
                         miles to get here. Our car broke 
                         down. We've been through a lot. But 
                         I think it'd all be worth it... if 
                         you won tonight.

                                     SHERYL
                         Richard! Jesus! Olive, come on!

               She tries to pull Olive away but Richard holds on to her.

                                     RICHARD
                         Okay, Olive? Okay?

               Olive stares. She really wants to please him. She nods.

                                     RICHARD
                         Good girl! Go knock 'em dead!

               Sheryl shakes her head and pulls Olive off towards the 
               backstage area. Richard watches them go.

               INT. BACKSTAGE - DAY

               Sheryl and Olive wander past one little girl after another -- 
               each being primped to perfection by her Mom or a Groomer.

               INT. DRESSING ROOM - DAY

               Sheryl finds a tiny empty dressing room in back and hangs a 
               garment bag of Olive's costumes on the door.

                                     SHERYL
                         Okay, we have about one minute. You 
                         want to do hair or make-up?

               Olive thinks. It's like the fate of the free world is at 
               stake. Finally?

                                     OLIVE
                         Make-up...!

               Kirby pokes his head in the door,

                                     KIRBY
                         Hey. I need your music!

               Olive goes to her bag, digs in, hands him a disc.

                                     OLIVE
                         Here.

                                     KIRBY
                         This? Did you choose this?

                                     OLIVE
                         My Grandpa did.

                                     KIRBY
                         Your Grandpa? What track?

                                     OLIVE
                         Twelve. Oh, one thing...?

               She glances at Sheryl, then goes and whispers in Kirby's 
               ear. Kirby smiles.

                                     KIRBY
                         Okay, you got it.

                                     OLIVE
                         Thank you, Kirby!

                                     KIRBY
                         I'll be looking for you.

               He departs.

               INT. AUDITORIUM - DAY

               Richard finds his reserved seats -- four seats on the aisle. 
               He sits in the fourth seat and lays his jacket across the 
               other three, saving them for Sheryl, Dwayne, and Frank,

               The guy next to him is a grizzled BIKER sitting impassively 
               with his arms folded. Richard tries to be friendly.

                                     RICHARD
                         Hey.

               The Biker glances at him and nods. Richard persists.

                                     RICHARD
                         You got a kid in the show?

               The Biker looks at him. He takes an earplug out of his ear.

                                     BIKER
                         What?

                                     RICHARD
                         You got a kid in the show?

               The Biker stares at him.

                                     BIKER
                         First time?

               Richard nods -- Yeah! The Biker nods -- Figures. He puts the 
               earplug back in his ear and resumes his impassive stare.

               Richard is unnerved. The LIGHTS DIM.

               Onstage, an MC steps up to a microphone. A DRUMROLL.

                                     MC
                         Ladies and gentlemen. Welcome to the 
                         14th annual Little Miss Sunshine 
                         pageant! Let's welcome the 
                         contestants!

               MUSIC. Big APPLAUSE.

               Twenty-five little girls parade out on stage in swim-suits. 
               Twenty of them are blond -- some bleached. They've been 
               arranged from shortest to tallest.

               Olive -- at least two inches taller than everyone else -- is 
               at the end of the line.

               The girls parade around in a loop, waving and smiling.

               They end up in a line running across the stage.

                                     MC
                         We have twenty five contestants from 
                         all over the State of Florida. At 
                         the end of the evening, one of these 
                         girls will be crowned Little Miss 
                         Sunshine!

               Richard, in the audience, claps enthusiastically. The Biker 
               claps without enthusiasm.

               EXT. BEACH - AFTERNOON

               A glorious, sunny day. The ocean stretches out to infinity.

               Dwayne and Frank, in swim trunks, are at a surfboard rental 
               shop on the beach. The ocean's dead calm. Frank is handing 
               money to a DUDE at the shop. Dwayne looks out at the water.

                                     DWAYNE
                         There's no waves, Frank.

                                     FRANK
                         We don't need waves. We'll just paddle 
                         out.

               INT. AUDITORIUM - DAY

               The MC is up on the stage. Another DRUMROLL.

                                     MC
                         ...Let's hear a big round of applause 
                         for the evening wear!

               MUSIC. Big APPLAUSE. The same girls -- in precocious evening-
               wear -- come out in the same order and do the same little 
               loop around the stage. Olive's on the end again.

               Richard, in the crowd, applauds -- a little less heartily.

               EXT. ON THE WATER - DAY

               Frank and Dwayne paddle straight out into the ocean. It's 
               calm, but the shore is a long way away. Dwayne looks back.

                                     DWAYNE
                         How far are we?

                                     FRANK
                         I dunno. Quarter mile?

                                     DWAYNE
                         You wanna stop?

               Frank shrugs. They stop. Frank looks down into the water.

                                     FRANK
                         Hey. Think you can touch bottom?

                                     DWAYNE
                         How far is it?

                                     FRANK
                         Must be ten, twelve feet. Come on! 
                         Y'ready? On your mark, get set...

               They dive down into the water.

               EXT. UNDERWATER - DAY

               It's about fifteen feet to the white sand on the bottom.

               Dwayne swims all the way down to the bottom.

               Frank swims down more slowly. He finally makes it.

               He comically mimes that he's drowning.

               Then he and Dwayne come back up.

               EXT. ON THE WATER - DAY

               They resurface.

                                     FRANK
                         Victory! Yes!

               They rest on their surfboards, breathing hard.

               Then, without waiting, Dwayne dives down in the water again.

               EXT. UNDERWATER - DAY - MONTAGE

               Shots of Frank and Dwayne swimming in the blue water with 
               white sand and shafts of sunlight.

               It's beautiful.

               They do flips, twists, spins.

               Dwayne swims down to the bottom again. He stays, looking up 
               at the surface, Frank's legs, his empty board, the sunlight.

               Then he swims back up to the surface.

               INT. AUDITORIUM - DAY

               The MC is up on stage. Another DRUMROLL.

                                     MC
                         And now! The moment you've been 
                         waiting for! The talent competition! 
                         Ladies and gentleman, please welcome 
                         Amber Tiffany Harper, who'll be 
                         singing a tune from the Broadway 
                         show, "Annie." Amber...!

               A little girl walks out -- very stagy -- and begins

                                     AMBER
                         "The sun'll come out... tomorrow..."

               Richard sits in the audience. He's growing uneasy.

               EXT. ON THE WATER - DAY

               They sit on their boards and look out to sea.

                                     FRANK
                         Man, it's beautiful out here.
                              (beat)
                         I don't know if I believe in God, 
                         but the ocean -- it's always here 
                         for you: infinitely bigger than you 
                         are, and completely indifferent. 
                         So... My version of God.

                                     DWAYNE
                         Frank...?
                              (Frank looks over)
                         What'd it feel like when you cut 
                         your wrists?

               Frank takes a breath.

                                     FRANK
                         You know, I wish I could tell you I 
                         felt bad. But I didn't. I was... 
                         Outside the world, y'know? It was 
                         very peaceful.
                              (beat)
                         But, I'm feeling that way now, too, 
                         so...

               He shrugs. Dwayne nods. He looks out to sea.

                                     DWAYNE
                         Sometimes I wish I could just go to 
                         sleep until I was eighteen. Just 
                         skip all this crap -- high school 
                         and everything. Just skip it...

               He shakes his head.

                                     FRANK
                         Y'ever hear of Marcel Proust?

                                     DWAYNE
                         He's the guy you teach?

                                     FRANK
                         Yeah. French writer. Total loser. 
                         Never had a real job. Unrequited 
                         love affairs. Gay. Spent twenty years 
                         writing a book almost no one reads. 
                         But... he was also probably the 
                         greatest writer since Shakespeare. 
                         Anyway, he gets down to the end of 
                         his life, he looks back and he decides 
                         that all the years he suffered -- 
                         those were the best years of his 
                         life. Because they made him who he 
                         was. They forced him to think and 
                         grow, and to feel very deeply. And 
                         the years he was happy? Total waste. 
                         Didn't learn anything.

               Dwayne grins.

                                     FRANK
                         So, if you sleep til you're 
                         eighteen...
                              (scoffs)
                         ...Think of the suffering you'd miss! 
                         High school's your prime suffering 
                         years. You don't get better suffering 
                         than that! Unless you go into 
                         academia, but that's a different 
                         story.

               They share a smile. Dwayne gazes out to sea. A beat.

                                     DWAYNE
                         You know what...?
                              (Frank looks over)
                         Fuck beauty contests. It's like life 
                         is one fucking beauty contest after 
                         another these days. School, then 
                         college, then work. Fuck it. Fuck 
                         the Naval Academy. Fuck the MacArthur 
                         Foundation. If I want to fly, I'll 
                         find a way to fly. You do what you 
                         love and fuck the rest.

               Frank stares at Dwayne, impressed. Dwayne glances at Frank, 
               who tries to play it cool.

                                     FRANK
                         I'm glad you're talking again, Dwayne. 
                         You're not nearly as stupid as you 
                         look.

               Dwayne smiles.  Frank looks around.

                                     FRANK
                         So now what do we do?

                                     DWAYNE
                         You got me, Frank. Maybe we can stay 
                         out here forever.

               A beat. They look at each other.

                                     DWAYNE
                         We should go.

               They begin paddling back to shore.

               INT. AUDITORIUM - DAY

               A tiny girl in a COWGIRL outfit -- smiling like crazy -- 
               taps her way through a tap-dance routine. She's fantastic.

               Richard's smile is fading. He's really starting to worry.

               EXT. BOARDWALK -   DAY

               Frank exits a T-shirt shop and throws a shirt to Dwayne.

                                     FRANK
                         I can't believe we found these. I 
                         hope they fit.

               As they stride up the boardwalk, he strips off his shirt and 
               puts on his new T-shirt. In big block letters, it says:

                                         "LOSER"

               Dwayne puts on his. It's the same. Frank looks at him.

                                     FRANK
                         You're every mother's dream, Dwayne. 
                         Come on.

               They head off.

               INT. AUDITORIUM - DAY

               Another TINY BLONDE GIRL sings while flouncing and prancing 
               across the stage, blowing kisses and twirling a parasol.

               She skips around the MC, flirting and batting her eyes,

               The audience -- charmed -- starts clapping along. As she 
               finishes, the audience rises as one in a standing ovation.

               Richard is the only one to remain seated. His face sinks as 
               reality finally hits him -- there's no way Olive will win.

               HE GETS UP AND DEPARTS,

               INT. LOBBY - DAY

               Frank and Dwayne enter and stride towards the doors of the 
               auditorium. A pant-suited GRANDMA is sneaking a smoke.

                                     FRANK
                         Is it over?

                                     GRANDMA
                         Not yet.

               They open the door and walk into a BLAST of syrupy singing.

               The door shuts. The door reopens. Frank and Dwayne stagger 
               out. They look at each other.

                                     DWAYNE
                         I'm going backstage.

                                     FRANK
                         Right. See ya.

               Dwayne heads off as Frank leans against a wall, recovering.

               INT. BACKSTAGE - DAY

               Dwayne strides through the backstage, looking for Sheryl and 
               Olive. With his wet Mohawk and LOSER t-shirt, he stands out.

               A PAGEANT OFFICER tries to stop him.

                                     PAGEANT OFFICER
                         Excuse me? You authorized to be 
                         backstage?

                                     DWAYNE
                         No.

               He continues walking. Everywhere there are little blond girls 
               crying, whining, or lolling about. All the mothers are over-
               dressed, over-coifed, and over-stressed. It's depressing.

               He stops, turns to a little PRINCESS slouched on a sofa.

                                     DWAYNE
                         Hey. Where are the dressing rooms?

                                     PRINCESS
                         Are you allowed to be here?

                                     DWAYNE
                         Just tell me where the dressing rooms 
                         are.

                                     PRINCESS
                              (yelling off-screen)
                         Security! Security!!! Help!!!

               Dwayne rolls his eyes, moves on.

               INT. BACKSTAGE, DRESSING ROOMS - DAY

               Richard wanders through the backstage. He spots Sheryl and 
               Olive in a small dressing room in the back. He approaches.

               Olive is sitting in a make-up chair, wearing gold hot pants 
               and a red top. It's a slightly bizarre ensemble, given her 
               girlish plumpness. Richard hesitates. Sheryl sees him.

                                     SHERYL
                         Hey. What're you doing?

                                     RICHARD
                         I came to wish Olive good luck.
                              (to Olive)
                         How're you doin'?

                                     OLIVE
                              (weak)
                         Good.

                                     SHERYL
                              (sotto voce)
                         Nervous.

                                     RICHARD
                         You're gonna do great! I know it!
                              (to Sheryl)
                         Can I talk to you a sec?

               She nods. They wander a few steps out of Olive's hearing 
               range. Richard is agitated, troubled.

                                     SHERYL
                         What's up?

                                     RICHARD
                              (hesitates)
                         I don't want Olive to go on.

                                     SHERYL
                              (can't believe it)
                         Are you kidding...?!!!

                                     RICHARD
                         We're not in Maryland anymore, all 
                         right? She's out of her league here.

                                     SHERYL
                         So...?

                                     RICHARD
                         Sheryl...! She's not gonna win. 
                         There's no fucking way.

                                     SHERYL
                         It doesn't matter...!

                                     RICHARD
                         It does matter!

                                     SHERYL
                         It doesn't matter!

                                     RICHARD
                         It does!!!

               Suddenly, all Richard's emotions rush to the surface.

                                     RICHARD
                         I don't want her to lose. I know 
                         what that feels like. It's not good. 
                         We can't let that happen.

               She stares at him. It's the first time he's admitted to any 
               kind of vulnerability or weakness. She takes his hand.

                                     SHERYL
                         They look at each other. This is the 
                         first honest moment we've seen between 
                         them.

               Unfortunately, they are interrupted by Dwayne, who enters -- 
               a determined look on his face. Sheryl sees him coming.

                                     SHERYL
                         Hey. How're you feeling?!

                                     DWAYNE
                         Better. Where's Olive?

                                     SHERYL
                         In the dressing room. What's up?

                                     DWAYNE
                              (hesitates, then sotto)
                         I don't want Olive doing this.

                                     SHERYL
                         Oh, my God...!

                                     RICHARD
                         See?!

                                     DWAYNE
                         Mom, look around! This place is 
                         fucked! I don't want these people 
                         judging Olive! Fuck them!

                                     RICHARD
                         Exactly! Fuck them!

               Dwayne glances at Richard, unnerved by his agreement.

                                     SHERYL
                         No, Dwayne. It's too late...

                                     DWAYNE
                         It's not too late! You're the Mom! 
                         You're supposed to protect her!

               Sheryl stares at him. A clipboard-wielding, head-set wearing 
               ASSISTANT passes by and calls out.

                                     ASSISTANT
                         Olive Harvey! Two minutes.

               He walks on. They watch him go. Dwayne and Sheryl face off.

                                     DWAYNE
                         She's not a beauty queen, Mom...

               INT. DRESSING ROOM - NIGHT

               Olive stands near the doorway, listening. Her face betrays 
               nothing. Dwayne's VOICE is faint but clear.

                                     DWAYNE (O.S.)
                         ...She's just not.

               INT. BACKSTAGE - NIGHT

               Sheryl and Dwayne stare at each other.

                                     SHERYL
                         Listen to me.
                              (teary-eyed)
                         Olive is who she is. This is what 
                         she's chosen to do...

               INT. DRESSING ROOM - NIGHT

               Olive turns, walks mechanically back to her chair and sits.

                                     SHERYL (O.S.)
                         ...She's worked hard, she's poured

               INT. BACKSTAGE - NIGHT

               Sheryl puts a hand on Dwayne's shoulder.

                                     SHERYL
                         ...We can't take it away from her. 
                         We just can't.

               Dwayne closes his eyes, hangs his head. Sheryl hugs him.

                                     SHERYL
                         I know you want to protect her, but... 
                         We gotta let Olive be Olive. For 
                         better or worse...

               The clipboard-wielding ASSISTANT returns.

                                     ASSISTANT
                         Olive Harvey? Are you the Harveys?

               They nod and return -- en masse -- to the dressing room. 
               Olive is seated in her chair, staring dumbly at the floor.

                                     SHERYL
                         Olive? Time to go.

               Olive doesn't move. Sheryl goes to her.

                                     SHERYL
                         Olive...? Honey, are you okay?

               Olive won't look at her. Sheryl glances at Richard.

                                     ASSISTANT
                         Urn... We need to go.

                                     SHERYL
                         Hang on.
                              (to Olive)
                         Honey...? Olive, look at me.
                              (Olive looks)
                         You don't have to do this if you 
                         don't want. If you want to sit this 
                         one out, that's fine. We're proud of 
                         you anyway, okay?

               A beat. The Assistant checks his watch,

                                     ASSISTANT
                         It's time.

               Silence.

               Olive stands up. She walks to the Assistant.

                                     ASSISTANT
                         Okay. Let's go.

               He takes her hand. They stride off.

               Dwayne, Sheryl, and Richard stand together and watch -- 
               mutually powerless -- as Olive is lead off.

               TRACKING BACKWARDS with Olive. She's got her game face on -- 
               a mask of fear and determination. Sheryl calls after her.

                                     SHERYL
                         Good luck, honey!

               Olive keeps walking, not looking back.

               INT. AUDITORIUM LOBBY - DAY

               Frank re-enters. Dwayne and Sheryl are coming the other way.

                                     FRANK
                         Is she going on?

                                     DWAYNE
                         She's going on.

               They enter the auditorium together.

               INT. AUDITORIUM - NIGHT

               Yet another LITTLE BLOND GIRL is onstage, taking her bows to 
               polite APPLAUSE. Richard leads Sheryl, Dwayne, and Frank to 
               their seats. The MC comes on stage.

                                     MC
                         Very nice. Thank you. Okay, you've 
                         been a patient audience tonight...

               IN THE WINGS

               Olive stands next to the edge of the curtain watching the 
               MC.

                                     MC
                         ...We have one more contestant and 
                         then we'll be crowning the winner. 
                         So please welcome, from the Fort 
                         Myers district, Olive Harvey!

               APPLAUSE.

               WE FOLLOW Olive out onto the stage.

               The LIGHTS are blinding.

               The AUDIENCE is hidden in darkness.

               There's a crowd MURMUR because of her hot-pants get-up.

               Dwayne, Frank, Sheryl, and Richard applaud nervously.

               Richard takes Sheryl's hand, squeezes it. They share a look.

               Olive waves over the MC. He walks over to her and holds the 
               mic down for her to speak. She takes a breath.

                                     OLIVE
                         I'd like to dedicate this to my 
                         Grandpa, who helped me do this 
                         routine.

                                     MC
                         That's sweet! Is he here? Where's 
                         your Grandpa right now?

                                     OLIVE
                         He's in the trunk of our car.

               The MC doesn't know how to react.

                                     MC
                         Okay! Well! Take it away, Olive!

               He retreats. She is alone on stage. Some 12 YEAR OLD BOYS in 
               the audience decide to be cruel. One of them "moos".

                                     BOY ONE
                         Moooo!

               GIGGLES and SHUSHES. Another boy chimes in.

                                     BOY TWO
                         Arf! Arf! Arf!

               More GIGGLES and SHUSHES.  Miss Florida, at the judges table 
               by the stage, looks around sternly. She feels bad for Olive.

               Olive is confused. She doesn't understand these noises.

               Dwayne hangs his head. Frank looks around.

                                     FRANK
                         Where are those fuckers?! I'll kill 
                         'em!

               Then Olive finds what she's looking for:

               Kirby, in the sound booth.

               He nods at her. She nods at him.

               Then Olive turns around, her back to the audience.

               Kirby turns a VOLUME knob up to "6". He hits "play" .

               The music clearly depends on the rights. For specificity, 
               we'll use "Peach" by Prince.

               A BLAST of hard rock 12 bar blues comes out of the speakers.

               Everyone is surprised.

               The music is hard-driving and nasty. It is completely 
               different from the other pageant music we've heard so far.

               For the first four measures, with Prince saying, "Here she 
               comes," and "She got them gold hot-pants on again," Olive 
               barely moves, rocking her shoulders and hips to the beat.

               Dwayne, Frank, Sheryl, and Richard all glance at each other.

               This is not what they expected.

               No one knows what to make of Olive rocking, her back turned.

               However, when the first verse begins, Olive turns and strides 
               up the stage -- hands on hips, shoulders swinging -- with an 
               absolute and spectacular physical self-confidence.

               She rocks out, busting crazy moves this stage has never seen: 
               shakes, shimmies, twirls, dips, undulations -- a melange of 
               MTV rump-shakin', Solid Gold Dancers re-runs, and out-of-
               left-field inventions of her own. Other moves are clearly 
               drawn from Grandpa's sixty-year career of strip-bar patronage.

               She dances with a total command -- an exuberant, even witty 
               mastery of her body, the music, the moves, everything.

               Most of all, she's doing it for herself -- for her own sense 
               of fun -- and the judges are instantly irrelevant.

               The audience is stunned. No one moves. Mouths hang open.

               Sheryl, Frank, and Dwayne gape. Richard is baffled.

                                     RICHARD
                         What's she doing? What the hell is 
                         she doing?!

               When the first verse ends, Olive punctuates the 12-bar vamp 
               with a series of violent pelvic thrusts.

               Everyone is totally shocked. No one knows how to react.

                                     SHERYL
                         Oh, my God...!

               Abruptly, Frank starts laughing in disbelief.

               He stands and begins cheering Olive, pumping his fist and 
               grooving to the music.

               Richard stares at Frank. Cautiously encouraged, he stands 
               and cheers along with Frank -- tentative at first, then more 
               and more unselfconsciously.

               Sheryl and Dwayne join in, relieved and amazed.

               Grandpa was right -- she's blowing them out of the water.

               As the second verse ends and the guitar solo begins, Olive 
               punctuates the vamp with another series of thrusts.

               This is too much for the contest Official from the 
               registration desk, who sits near the stage at the table of 
               contest JUDGES, including Miss Florida. She looks around and 
               spots Sheryl, Richard, Frank, et al, standing and cheering.

               The Official gets up, walks up the aisle and yells at Sheryl.

                                     OFFICAL
                         What is your daughter doing?!

               Sheryl -- taken aback -- shrugs. Richard leans in.

                                     RICHARD
                         She's kicking ass, is what she's 
                         doing!

               The others smile and nod. The Official is incensed. She turns 
               and walks back to the sound booth. She yells at Kirby.

                                     OFFICIAL
                         Turn it off!

                                     KIRBY
                         What?

                                     OFFICIAL
                         Turn the music off!!!

                                     KIRBY
                              (fake deaf)
                         What...?!

               He smiles and cranks the music up to "8". Mothers and children 
               in the audience clap their hands over their ears.

               The audience polarizes -- some (the Grizzled Biker; Miss 
               Florida) stand and cheer while others sit dumbfound or frown 
               disapprovingly, shaking their heads. Still others flee for 
               the exit, heads down, hands over their ears.

               The Official, furious, leaves Kirby and stalks down the aisle 
               to the stage. Sheryl watches with growing worry.

                                     SHERYL
                         What's she doing? Look...!

               She shakes Richard, points.

               The Official goes to the MC -- at the side of the stage -- 
               waves to him. He bends down, listens. He nods.

               The MC walks onstage and tries to stop Olive from dancing, 
               grabbing her arms.

               Olive doesn't know what he's doing, but she won't let him 
               break her routine. She wiggles away and keeps dancing.

               Richard -- outraged -- races to the front of the auditorium, 
               leaps on the stage, jumps on the MC's back and rides him -- 
               piggy-back -- into the wings. They crash to the ground.

               Olive stops dancing, turns and looks at Richard.

               Richard, grappling with the MC, waves her on.

                                     RICHARD
                         Keep dancing, Honey! Just dance!

               Olive turns and stares at the audience.

               Dwayne, Frank and Sheryl are gesturing -- "Keep going!"

               Olive -- hearing the music, seeing Sheryl, Frank, and Dwayne 
               cheering her -- starts to dance again, fluid and relaxed.

               Richard disentangles himself from the pissed-off MC as 
               STAGEHANDS step in and pull them apart. Richard shrugs off 
               their restraining hands, then turns to watch Olive dance.

               The Contest Official steps forward and angrily confronts 
               him.

                                     OFFICIAL
                         Get your daughter off stage now!

               Richard -- taken aback -- hesitates. She presses him.

                                     OFFICIAL
                         If you don't stop her, she'll be 
                         disqualified!

               Richard stares at her. Then he nods.

                                     RICHARD
                         Okay.

               He turns and walks out on stage.

               Olive, seeing him, is confused. He steps up behind her.

               Then Richard starts dancing. They dance together: Olive in 
               front, Richard backing her up.

               Richard looks at the Official with a defiant, fuck-you smile.

               Sheryl, Frank and Dwayne, watching, can't believe it.

                                     DWAYNE
                         Holy shit...!

                                     FRANK
                              (to Sheryl)
                         You married that guy?

               Sheryl shakes her head -- she can't believe it either.

               Frank runs down the aisle, jumps on stage, and dances next 
               to Richard -- a surprisingly competent set of butt-wagging, 
               party-music moves. Dwayne follows Frank up on stage.

               Sheryl pauses a moment and watches her family.

               Richard waves to Sheryl to join them.

               A beat. Then Sheryl walks, then runs, and jumps up on stage. 
               Richard helps her up, and they dance together.

               Kirby cranks it to "10". MUSIC is overpowering everything.

               As the songs winds up, Sheryl lines up next to Olive for a 
               unified series of thrusts.

               As the final cymbal crashes, Olive pulls up her shirt to 
               reveal "Peach" is written on her tummy with magic marker.

               Audience MEMBERS respond with a standing ovation.

               Frank and Dwayne strut around with their arms in the air, 
               like victorious professional wrestlers,

               Richard picks up Olive, swings her in the air. Sheryl walks 
               over and hugs Richard and Olive.

                                                  FADE TO BLACK AND SILENCE

               INT. OFFICE - NIGHT

               Richard, Sheryl, Olive, Frank, and Dwayne sit -- dazed -- in 
               a drab office. They're all handcuffed together, except Olive.

               Nothing's happening. Flourescent lights HUM.

               Frank and Dwayne are still wearing their "LOSER" T-shirts.

               Boxes of pageant materials -- trophies, sashes, tiaras -- 
               are stacked around them.

               Sheryl quietly eyes Richard, slouched next to her, and smiles 
               to herself. Her eyes drift to a nearby carton of tiaras.

               A door OPENS. They all look over.

               A COP appears, starts taking off their handcuffs.

                                     COP
                         Okay. You're out.

                                     RICHARD
                         We're free?

                                     COP
                         They're dropping charges. On the 
                         condition that you don't enter your 
                         child in a beauty contest in the 
                         State of Florida ever again.

                                     FRANK
                              (hesitates)
                         I think we can live with that.

               INT. HOLIDAY INN LOBBY - NIGHT

               Richard, Sheryl. Olive, Frank, and Dwayne step into the lobby.

               It's deserted. Decorations and banners litter the floor.

               They wander out, dazed, rubbing their wrists.

               Sheryl approaches Richard, takes a tiara from behind her 
               back, places it on his head. Richard accepts it wryly.

                                     RICHARD
                         Great. Thank you very much.

               She smiles. Richard turns to Olive with the tiara.

                                     RICHARD
                         Here. I think this is for you.

                                     OLIVE
                         Dad...!

               She struggles to articulate something. Finally, she shrugs.

                                     OLIVE
                         I just like dancing...!

                                     RICHARD
                         Well, you were great.

                                     FRANK
                         You were beyond great.

                                     DWAYNE
                         You were incredible.

                                     OLIVE
                              (shy)
                         Thank you.

               They all smile at her. Then Richard looks around.

                                     RICHARD
                         Let's get the fuck out of here...!

                                                               CUT TO BLACK

               SOUNDS of cars on a distant highway.

                                     RICHARD (V.O.)
                         ...So it's two in the morning...

               EXT. REST STOP - DAY

               Everyone is seated at a picnic table at a road-side rest 
               stop. Cars WHIZZ by on a highway in the far background.

               They've finished eating -- an empty bucket of KFC and bottles 
               of Diet Sprite litter the table. Richard is telling a story.

               Everyone is relaxed -- smiling and listening.

                                     RICHARD
                         ...He's down on his knees in this 
                         dumpster behind the racetrack... And 
                         it starts to rain.
                              (laughter)
                         It's wet... It's hot... He's crawling 
                         around in this garbage, cursing like 
                         a pirate -- looking for this ticket 
                         that I threw away -- and all of a 
                         sudden he goes, "Richard, don't drop 
                         the light!" And I go, "Don't what?"
                              (mimes holding light)
                         And he goes, "Drop the fucking 
                         light!!!" So I go...
                              (mimes dropping light)
                         Right in the water! He's like...
                              (mimes electric shock)
                         Ahhhaahhhaahhhaahhhhhh!!!
                              (appalled laughter)
                         I run back, unplug the light, run to 
                         the dumpster -- he's lying there, 
                         rain is pouring down... And he's got 
                         the ticket! This twelve hundred dollar 
                         trifecta ticket! And I'm like, "Dad! 
                         Dad, are you okay?" And he looks at 
                         me and all he says is: "Richard... 
                         Don't ever have children."

               Everyone bursts out laughing.

                                     RICHARD
                         To me, he says that! To me!

               The mirth tapers off. They glance at each other.

               Frank holds up his bottle of Diet Sprite.

                                     FRANK
                         Here's to Grandpa.

                                     EVERYONE
                         Here's to Grandpa.

               They clink and drink. Richard nods to a snack shack nearby.

                                     RICHARD
                         So... Who wants some ice-cream?

                                                               CUT TO BLACK

                                         THE END