Almost Famous (2000)
by Cameron Crowe.
Final Script. December, 1998.

1     FADE IN                                                       1 

A close-shot of a yellow legal tablet.  A young hand comes 
into frame, holding a pencil.  For a few moments, we hear only  
the soft scratching of pencil on paper, as credits are written 
in a series of dissolves.  The hand carefully erases and 
corrects an error or two along the way.  And then the sound of 
an old friend... the warm crackle of a vinyl record... as we 
now hear Alvin and the Chipmunks' "Christmas Song."

2     EXT. PACIFIC OCEAN -- DAY                                     2 

A lone palm tree rises up into a yellow afternoon sky.  Behind 
it, the sparkling blue of the Pacific Ocean and the city of 
San Diego.  A dry, hot Southern California day.  Even the wind 
is lazy, and a little bored.

3     EXT. NEIGHBORHOOD SHOPPING CENTER - DAY                       3 

Santa Claus wears shorts and sandals, ringing a bell as he 
collects for the Salvation Army.  This is Christmas in the 
Southland.  No snow, no winter wonderland.  Just a pleasantly 
thick heat and an unchanging season, as music continues.

Turning the corner, walking into frame is ELAINE MILLER, 35.  
She is a tall woman, consumed by the fevered conversation she's

Having with her pale young son WILLIAM, late pre-teens.  They 
stand apart from the other shoppers.  All around them is the 
highly-charged salesmanship of the season... silver glittering 
fake Christmas trees.  She hurries her son through the 
commercial juggernaut, continuing their lively intellectual 
conversation, when something stops her.  A Workman is affixing 
letters to a store-front.  He has already placed the MERRY... 
now he's finishing the XMAS.  Elaine is strong, but always 
pleasant, always clear about her purpose in this life.

                    ELAINE
        Excuse me, I'm a teacher.  There is no 
        word in The English Language -- "Xmas." 
        It's either Merry Christmas... or Happy 
        Holidays.

The Workman nods thanks, with faux appreciation, as Mom turns 
away.  The Workman shares a look with William, who shrugs - 
that's my Mom.

TITLE: 1969

4     EXT.  MINI-TRACT CONDO COMPLEX -- DAY                         4 

This is the new professional-class.  It's a mini-condo 
community.  Rows of Spanish-styled three-bedroom houses with 
common walls.   Move in on one of these homes, the one without 
Christmas lights.  At the door is a furtive 15 year-old Girl. 
She checks her cheek, straightens her hair.  She hides 
something under her coat, and gathers the proper nonchalance 
to enter.  Music fades.

5     INT. KITCHEN -- DAY                                           5 

We now hear the dialogue between this lively Mother and her 
son, as she cooks a pan full of soy-based health-food cutlets. 
The meal simmers unappetizingly in the pan.  Across the kitchen 
we see William.  He's a great listener, with a calm and curious 
face that takes everything in.

                    WILLIAM
        - so Livia -

                    ELAINE
        -- killed everyone off so her son 
        Tiberius could inherit the throne.
            (thoughtful pause)
        Just like Nixon.

William nods, intrigued.  He has a good disposition.  The    
world of knowledge engages him, and he loves what it brings    
out in his Mom.  There is a small clatter at the front door,    
as the girl we've just seen enters, barely brushing some chimes. 
She silently curses herself.

                    ELAINE (cont'd)
        Anita, is that you?

                    ANITA'S VOICE
        Hey Mom!  I already ate.

Mom moves to the living room to greet William's sister.  William 
peers into the next room.

6     INT. LIVING ROOM -- DAY                                       6 

She's almost to her bedroom down the hall when mom catches 
her.  We now discover ANITA, 16, up-close.  She is an alluring 
young Natalie Wood, with a suspicious and sunny smile.

                    ELAINE
        You sure?  I'm making soy cutlets.

The words "soy cutlets" sends a small shiver through the girl.

                    ANITA 
        I'm fine.  Already ate.

William stands in the doorway now, watching, monitoring, as 
Mom moves closer to his sister.  She sees something curious 
about her daughter.

                    ELAINE
        Wait.  You've been kissing.

                    ANITA
            (too quickly)
        No I haven't.

                    ELAINE
            (peering at her lips)
        Yes... yes, you have...

                    ANITA
        No I haven't.

                    ELAINE
        Yes you have.  I can tell.

                    ANITA
            (boldly)
        You can't tell.

Mom steps closer and examines the lips even more carefully.  
To her, everything is a quest for knowledge.

                    ELAINE
        Not only can I tell, I know who it is. 
        It's Darryl.

Anita is stunned silent.  She turns slightly to look at herself 
in a hall mirror, searching for clues, implicating herself 
immediately.

                    ELAINE (cont'd)
        And what have you got under your coat?

This is the booty Anita didn't want to give up.  Mom picks at 
the corner of an album cover now visible under her jacket.  
She withdraws the album. It's Simon and Garfunkel's Bookends.

                    ANITA
            (busted)
        It's unfair that we can't listen to   
        our music!

                    ELAINE
            (weary of the issue)
        Honey, it's all about drugs and 
        promiscuous sex.

                    ANITA
        Simon and Garfunkel is poetry!

                    ELAINE
        Yes it's poetry.  It's the poetry of 
        drugs and promiscuous sex.  Look at   
        the picture on the cover...

CLOSE ON BOOKENDS ALBUM COVER

Mom's fingers at the edges.  We examine the insolent faces on 
Richard Avedon's classic album cover.  Even Simon and Garfunkle 
look guilty under her scholarly inspection.

                    ELAINE (cont'd)
        ... honey, they're on pot.

                    ANITA
        First it was butter, then sugar and 
        white flour.
            (beat)
        Bacon. Eggs, bologna, rock and roll, 
        motorcycles.

Nearby, William squirms as he watches the gently escalating 
conversation.  Anita glances at her brother.  He silently 
urges her to downshift.  She can't.

                    ANITA (cont'd)
        Then it was celebrating Christmas on a 
        day in September When you knew it 
        wouldn't be "commercialized."

                    ELAINE
        That was an experiment.  But I 
        understand -

                    ANITA
        What else are you going to ban?

                    ELAINE
        Honey, you want to rebel against 
        knowledge.

                    ELAINE (cont'd)
        I'm trying to give you the Cliff's  
        Notes on how to live in this world.

                    ANITA
            (simple and direct)
        We're like nobody else I know.

These are the words that sting Mom most.

                    ELAINE
        I'm a teacher.  Why can't I teach my  
        own kids?
            (pats chest)
        Use me.

                    ANITA
        Darryl says you use knowledge to keep  
        me down.  He says I'm a "yes" person  
        and you're trying to raise us in a   
        "no" environment!

                    ELAINE
            (immediately, can't help 
             it)
        Well, clearly, "no" is a word Darryl 
        doesn't hear much.

Anita gasps.  Ever the peacemaker, William weighs in.  Nearby 
is a poster - "No More War."

                    WILLIAM
        Mom --

                    ELAINE
        Everything I say is wrong.

                    ANITA
        I can't live here!  I hate you!  Even 
        William hates you!

                    WILLIAM
        I don't hate her.

                    ANITA
            (to William)
        You don't even know the truth!

William looks vaguely confused.

                    ELAINE
        Sweetheart, don't be a drama queen.

Anita takes a breath and then out of her mouth comes the 
strangled-sounding words of a kid swearing at her parent for 
the first time.

                    ANITA
        Feck  you!  All of you!

                    ELAINE
        Hey!

Anita runs down the hall to her room.  Elaine turns to William, 
relating to him more as a fellow parent than a child.

                    ELAINE (cont'd)
        Well, there it is.  Your sister using 
        the "f" word.

                    WILLIAM
        I think she said "feck."

                    ELAINE
            (sputtering)
        What's the difference?

                    WILLIAM
            (encouraging)
        Well.  The letter "u"...

Shot moves in on the kid, as we hear the opening strains of  
The Moody Blues' "Nights in White Satin."

7     INT.   SCHOOL DANCE/GYMNASIUM BATHROOM -- NIGHT               7 

Music continues.  Shot moves along a row of very mature-looking 
male teenagers, examining themselves in the bathroom mirror.  
There's the kid with a very mature-looking moustache, the  kid 
proudly sporting full-blown hormonal acne (he slaps on some   
Hai Karate), the guy to whom puberty has already delivered the 
face of an adult, complete with long jutting sideburns... and 
then a blank space at the mirror, as the shot moves down, down, 
down to find William.  He is so much younger, without a zit in 
sight.  Puberty is so very distant on his horizon.

8     INT. DANCE -- NIGHT -- UNDER-CRANKED                          8 

Song continues as we see William's perspective of these much- 
older looking kids.  Girls now are visible, and they are even 
more mature than the boys we've just seen.  They flirt and  
glow, arms trailing across the shoulders of the boys.  
Whispering in each other's ears, none of them looking down.  
It's a troubling experience, to be this close to the alluring 
world of older teenagers... and to be so invisible to them.

                    VOICE (O.S.)
        Are you really in our grade?

9     INT. JUNIOR HIGH LOCKER ROOM -- DAY                           9 

                    VOICE
            (louder)
        Are you really in our grade?

William turns to see tall, adenoidal TIM TOBIN.  The most mature 
looking kid we've seen yet, he challenges William in a loud 
theatrical tone.  It is a voice right out of Guys and Dolls, 
which incidentally is the school play in which Tobin had just 
starred.  William answers in a respectful voice.  He is 
desperate for acceptance.

                    WILLIAM
        Yeah.

                    TOBIN
        Hey guys!  Check it out!  William 
        doesn't have any pubes!

Others now begin to gather around, examining William.  He has 
never been more naked.

                    GUY # 1
        How old are you man?

                    TOBIN
        He's not a man, he's a little baby   
        kid.  He Doesn't even get zits yet.

                    GUY # 2
        How come you don't have any hair down 
        there?

                    TOBIN
            (in loud, funny voice)
        Where are your pubes???!!

Their voices echo off the tiled walls.  Now everyone is watching 
the hairless William.  He is confused by their meanness.

                    GUY # 2
        Yeah.  Where are your pubes?

All eyes are on him, waiting for a response.  The kid's mental 
wheels turn frantically.  And from somewhere comes an attitude, 
a swagger, and somehow the perfect line arrives from what could 
only be a merciful deity.

                    WILLIAM
            (cool, dismissive)
        I had 'em.  I shaved 'em off.

It is a new persona for the kid -- the witty guy.  And it works. 
Guy #2 cracks up, then others.  William's new accuser is 
suddenly surrounded by the impressed gales of laughter of these 
older boys.  Others turn away, on to other things.  Tobin stares 
at William, and then also turns away.

10    INT. FAMILY CAR -- DAY                                        10 

William jumps into the backseat of the white Ford Country Sedan 
station wagon, carrying books.  ("See ya pubes!")  Mom continues 
driving William and Anita home from school.

                    ELAINE
            (cheerfully, by rote, to 
             William in back)
        Put on your seatbelt.   I don't want  
        you flying through the windshield.

Anita examines her own un-fastened seatbelt, which Mom hasn't 
noticed.

                    WILLIAM
        We got our annuals today --

                    ELAINE
            (cheerful, automatic)
        "Received" your annual.

                    WILLIAM
            (looking at his photo)
        I look so much younger than everyone 
        else.

                    ELAINE
        Enjoy it while you can.

Camera drifts from Mom to Anita, who can take it no longer.

                    ANITA
        Mom.  It's time.

                    ELAINE
            (pleasant, pointed)
        Can this wait until we get home?

                    ANITA
        Mom, pull over.  Tell him the truth. 
        Tell him how old he is.

Mom pulls over, and stares straight ahead with deep irritation.

                    ELAINE
            (as in "be quiet")
        He knows how old he is.

                    ANITA
        The other kids make fun of him because 
        of How young he looks.  Nobody includes 
        him.

They call him "The Narc" behind his back...

                    WILLIAM
        They do?

                    ELAINE
        What's a "Narc?"

                    ANITA
             (bleeding for her brother)
        A Narcotics Officer!

                    ELAINE
        Well what's wrong with that?

                    WILLIAM
            (ever the peacemaker)
        Come on you guys.  It's no big deal.  
        I'm 12.  It's okay. She skipped me a 
        grade, it's okay.  Big deal.   I'm a 
        year younger.  They're 13, I'm 12 --
            (beat)
        Aren't I?

Their silence is eloquent.

                    ELAINE
            (confessing, in a rush)
        I also put you in first grade when you 
        were five and never told you.

                    WILLIAM
            (trembling)
        So...  I'm... how old?

A heavy quiet.  She and his sister ignore him, as they now 
debate the subject with each other.

                    ANITA
        You lied to him!  You make such a big 
        deal about the truth and you lied!

                    ELAINE
            (that one hurts)
        He never asked.

                    ANITA
        What -- like he's going to ask if he's 
        as old as he thinks he is?  Don't you 
        realize, this is going to scar him 
        forever?

                    ELAINE
        Honey... sweetheart... don't be 
        Cleopatra.  We have to be his mother  
        and his Dad.

                    ANITA
        You put too much pressure on him!

                    WILLIAM
            (apprehensive)
        How... old...

                    ANITA
        And when he rebels in some strange and 
        odd way, don't blame me.

                    WILLIAM
        ... am I?

                    ELAINE
            (matter of fact)
        I skipped you an extra grade.  You're 
        eleven.

                    WILLIAM
             (horrified, voice crackling)
        ELEVEN?

He looks at his body, the information affects him physically. 
New sounds come from way down deep inside.  Mom now begins 
speed-rapping, trying to stem the leak.  She starts the car.

                    ELAINE
        So you skipped fifth grade.  There's  
        too  much padding In the grades.  I 
        taught elementary school.  5th grade - 
        unnecessary.  Nothing happens in the  
        5th grade.  All Teachers know it, no  
        one talks about it.

                    WILLIAM
            (still in shock)
        E - leven.

                    ELAINE
        And you skipped kindergarten because I 
        taught it to you when you were four.

                    WILLIAM
             (still horrified, looking 
              at his body)
        This explains... so much...

                    ANITA
        You've robbed him of an adolescence!

                    ELAINE
        Adolescence is a marketing tool.

                    ANITA
        He's got no "crowd"... no friends...

                    WILLIAM
        Okay!

Anita reaches out to her brother.  With the compassion of a 
saint, she offers this:

                    ANITA
        Honey, I know you were expecting  
        puberty.  You're just going to have to 
        shine it on for a while.

Deeply embarrassed, William shrinks down in the seat.  Mom 
monitors his face constantly.  She is raw and sincere... and 
yes, inspiring:

                    ELAINE
        Who needs a "crowd?"  You're unique.  You're 
        two years ahead of everybody.  Take those 
        extra years and do what you want.  Go to 
        Europe for a year!  Take a look around,   
        see what you like!  Follow your dream!  
        You'll still be the youngest lawyer in the 
        country.  Your own great grandfather 
        practiced law until he was 93.  Your dad  
        was so proud of you.  He knew you were a 
        pronominally accelerated child.

                    ANITA
        What about me?

                    ELAINE
            (heartbroken, can't help 
             herself)
        You're rebellious and ungrateful of my 
        love.

                    ANITA
        Well, somebody's gotta be normal around 
        here!

                    WILLIAM
            (blinking, still can't 
             believe it)
        Eleven.

11    INT. WILLIAM'S BEDROOM -- DAY                                 11 

William finishes the last of many candy bars.  A mound of 
wrappers sit just below the mirror.  He examines his face 
hopefully for zits.  Nothing coming.  We begin to hear Simon 
and Garfunkel's "America."

12    INT. LIVING ROOM - DAY                                        12 

Anita stands in the living room.   The song continues playing 
on the stereo.

                    ANITA
        I want to play you a song that explains 
        why I'm leaving, and try to listen.

                    ELAINE
        We can't talk?  We have to listen to  
        rock music?

13    EXT. FRONT LAWN -- DAY                                        13 

William watches sadly.  Anita's good-looking boyfriend DARRYL, 
a dead ringer for young Stephen Stills, loads her suitcases  
into a large turqouise Chevy.  The suitcases are adorned with 
plastic stick-on flowers.    All coolness is leaving William's 
life.  Mom watches nearby, worried and helpless.   (Their house 
is more austere, less "fun" than the other front lawns.)

                    WILLIAM
        Take good care of her in San Francisco, 
        man.

Darryl gives the kid a sub-human look.  He's invisible, too 
young to converse with.

                    ELAINE
        How can she leave such a loving family?

Anita turns and heads towards them.  She focuses on William, 
placing her hands on his young shoulders.  Her face is very 
close to him now, as she delivers this sage prediction of the 
future.

                    ANITA
        One day you'll be cool.

He nods stoically, hopefully.  He is utterly lost.  She leans 
forward and whispers in his ear.

                    ANITA (cont'd)
        Look under your bed.  It'll set you 
        free.

Anita shakes hands with Mom, and exits.  As the car takes off:

                    ELAINE
        She'll be back.

In the distance we hear the whoop of her daughter.

                    ANITA
        YEAHHHHH-HOOOOOOOO.

                    ELAINE
        Maybe not soon...

William watches wistfully.  He moves away from his mother.   
She pulls him closer.  Shot moves in on his slightly fearful 
face.

14    INT. DARRYL'S CAR - DAY                                       14 

Anita looks back at the receding American Gothic-image of her 
mother and brother.  Sister waves to brother.  She feels for  
him.  Music now shifts to The Who's "Sparks."

15    INT. BEDROOOM -- NIGHT                                        15 

William locks the door.  He reaches under his bed.  It's a  
black leatherette travel bag, with tartan design.  He unzips  
the bag -- it's filled with albums.  He flips through the 
amazing, subversive cache of music.  Cream's Wheels of Fire... 
the seminal Bob Dylan bootleg Great White Wonder... the Rolling 
Stones' Get Yer Ya Ya's Out... The Beach Boys' Pet Sounds... 
Abraxas by Santana... Jethro Tull's Stand Up... The Mother's of 
Invention's We're Only In It For The Money...  Led Zeppelin... 
Crosby, Stills and Nash... Miles Davis' Bitches Brew... and   
The Who's Tommy... with a note taped to it.

                    ANITA (V.O.)
        "Listen to Tommy with a candle burning 
        and you will see your entire future..."

The heady effect of all these albums registers, as we see him 
lighting a candle.

TITLE:  1973

DETAIL SHOT OF NOTEBOOK

A blue school notebook, with ballpoint pen renderings of the 
names of groups like the Who and Led Zeppelin, complete with 
carefully drawn thunderbolts.  Also, the name LESTER BANGS.

16    INT. JOURNALISM CLASS -- DAY                                  16 

William, now 15, sits in class with book, Adventures in 
Journalism.  His hair is shoulder-length.  A dedicated teacher, 
PATRICIA DEEGAN, walks the aisles.  Music continues.

17    EXT. FOOD MACHINES - DAY                                      17 

William presses the food machine button, pulls an orange from 
a vending container.  He still looks younger than most of the 
students... and these days, especially the girls.

18    EXT. LUNCH COURT -- DAY                                       18 

William sits apart from all the others, under a tree.  He reads 
intently, happily, as he eats the orange.  It's a copy of Creem 
Magazine.  Music continues.

CLOSE ON PHOTOS IN MAGAZINE

Camera moves across the photos, catching the expressions and 
fashions of the rock heroes of the day.  Ian Anderson of Jethro 
Tull, eyes wide and hair flying as he plays flute.  Neil Young, 
enigmatic with perfectly patched Levis.  The Southern Rock Royalty 
of The Allman Brothers Band, posing and laughing in front of  
massive stacks of amps.  Marc Bolan of T. Rex, his ringlet-hair 
backlit by stage lights.  David Bowie in skin-tight Japanese one- 
piece attire, onstage with The Spiders From Mars.  Pete Townsend  
of the Who, slashing windmill-style at his guitar.

Drift down to a by-line - by Lester Bangs.

19    EXT. PARKING LOT - DAY                                        19 

William walks through the parking lot after school.  Everybody 
now congregates around the new arrival of their lives - their 
own cars.  Arms suddenly clap William on the back, friendly 
faces smile strangely, laughing.  He takes a few steps and 
looks up to see... a school official is hurriedly removing 
something from the high-school marquee.

HIGH-SCHOOL MARQUEE

which reads: WILLIAM MILLER IS TOO YOUNG TO DRIVE (OR FUCK)

All are laughing.  He laughs with them, and turns as his face 
goes slack.  He shrugs, marches on.

20    EXT. DOWNTOWN SAN DIEGO RADIO STATION -- DAY                  20 

The song we've been listening to is ripped off the turntable by 
a highly-active man in a red promotional t-shirt proclaiming the 
greatness of The Guess Who.  He is a ferocious, lumbering, music- 
driven presence, and he fills this small radio studio to the  
very brim.  This is LESTER BANGS, 25, the rarely-seen God of a 
then new art-form -- Rock Journalism.  A Disc-jockey with long- 
long hair watches helplessly.  William views all this through a 
glass window.  He stands on the corner of a downtown side   
street, halfway up a steep incline.  He is the only person on  
the streets this early Saturday morning.  Reveal that he is 
watching a live radio show, audible to us through the small   
p.a. speaker overhead.

                    DISC-JOCKEY
        Quite an honor to have the World's 
        Greatest Rock Critic... and editor of 
        Creem Magazine, back Home in San Diego 
        for a few days -- Lester Bangs.

                    LESTER BANGS
        What is this hippie station?!  Where's 
        Iggy Pop?  Don't you have a copy of   
        Raw Power?!

                    DISC-JOCKEY
        Lester, isn't it a little early for 
        this?

Bangs searches for the album -- vinyl flying everywhere now, 
with no regard for album jackets.

                    BANGS
        Found it!!

21    EXT. RADIO STATION -- DAY                                     21 

William watches intently.  Bangs thuds the needle onto a copy 
of Raw Power.   We're rewarded with a blast of Iggy and the 
Stooges' "Search and Destroy."   A closer shot on William now 
watching the whirlwind of anarchy inside.  Lester does an Iggy 
Pop impression, acting out a story for the d.j. that we cannot 
hear, never noticing the kid soaking in everything from the 
other side of this double-glass window.

22    EXT. RADIO STATION -- DAY -- LATER                            22 

Bangs walks with William on this sharply inclined San Diego 
street.  It's early, the streets are silent.  Bangs is about 
fifteen beer pounds overweight.  His jeans are loose, his 
paleness and messy moustache an emblem of the long days and 
nights spent writing.  In there somewhere is a good-looking 
guy.  His hands are thrust deeply into his pockets, and he 
takes big sweeping steps.

                    BANGS
        So you're the one who's been sending   
        me those articles from your school 
        newspaper -

                    WILLIAM
        I've been doing some stuff for a local 
        underground paper, too.

                    BANGS
        What are you like the star of your 
        school?

                    WILLIAM
        They hate me.

                    BANGS
        You'll meet them all again on their  
        long journey to the middle.

The kid nods, they walk.

                    BANGS (cont'd)
        Well, your writing is damn good.  It's 
        just a shame you missed out on rock   
        and roll.

                    WILLIAM
        I did?

                    BANGS
        Oh yeah.  It's over.

                    WILLIAM
        Over?

                    BANGS
        Over.  You got here just in time for   
        the death rattle, the last gasp, the 
        last grope.

                    WILLIAM
        Well.  At least I'm here for that.

Bangs looks at the much smaller kid, shaking his head.  It's 
too late for newcomers.  But if the kid's age is an issue, he 
doesn't mention it.  Like a machine-gun:

                    BANGS
        What do you type on?

                    WILLIAM
        Smith-Corona Galaxis Deluxe.

                    BANGS
        You like the new Lou Reed?

                    WILLIAM
            (automatic)
        The early stuff.  The new stuff, he's  
        trying to be Bowie, he should be  
        himself.  I'm not a big Lou man.

                    BANGS
        Yeah, but if Bowie's doing Lou, and 
        Lou's Doing Bowie, Lou's still doing 
        Lou.

                    WILLIAM
            (standing his ground)
        If you like Lou.

                    BANGS
        Take drugs?

                    WILLIAM
        No.

                    BANGS
        Smart kid.  I used to do speed and 
        sometimes Nyquil and stay up all night 
        writing and writing, like 25 pages of 
        dribble about, you know, the Guess   
        Who, or Coltrane, just to write, you 
        know, with the music blasting...

                    WILLIAM
        Me too.  The writing part...

For a moment, the serious demeanor dissolves and the oddest 
thing happens.  Bangs laughs.  It's an odd and charming laugh, 
the kind a tough guy keeps well-hidden.  It surprised the kid, 
who smiles back.  Bangs stops at the corner, and offers a 
pleasant but very final nod of the head.

                    BANGS
        Well, alright.  It's been nice to meet 
        you.  I'll see you around.  Keep sending 
        me your stuff.

                    WILLIAM
        Okay.  See you.

                    BANGS
        I can't stand here all day talking to  
        my many fans.

WIDE SHOT - SOLITUDE

But neither have anywhere to go on this early downtown morning. 
They stand for a beat, hands in pockets, on this deserted    
street.  They are alone together, there's nobody else in sight.

23    INT. DINER -- DAY                                             23 

William listens intently as Lester eat a sandwich.  His face  
is an open book filling with words.

                    BANGS
        -- so anyway, you're from San Diego   
        and that's good.  Because once you go  
        to L.A., you're gonna have friends   
        like crazy but they'll be fake friends, 
        they're gonna try to corrupt you.  The 
        publicists!  The bands!  You got an 
        honest face, they're gonna tell you  
        everything.  But you CANNOT make friends  
        with the rock stars.

The kid takes out a green collegiate notebook and gestures -- 
can I make a note?  Bangs nods.

                    BANGS (cont'd)
        Cannot make friends with the rock stars.
            (savage bite)
        That's what's important.  If you're a rock 
        journalist, a true journalist -- first you 
        will never get paid much.  But you will   
        get free records from the record company.

The kid's eyes widen.  Bangs, in direct conflict with his brutal 
writing style, is looking suspiciously like a compassionate 
softie.

                    BANGS (cont'd)
        And they'll buy you drinks, you'll meet 
        girls... they'll try to fly you places for 
        free.... offer you drugs...  I know.  It 
        sounds great.  But they are not your 
        friends.   These are people who want you   
        to write sanctimonious stories about the 
        genius of the rock stars and they will 
        ruin rock and roll and strangle everything 
        we love about it.

Privately, William thrills.  We.  Our.  It all sounds great to 
him.  He listens to the grouping of the words, every one of  
them.  He madly scribbles.

                    BANGS (cont'd)
        They are trying to buy respectability 
        for a form that is gloriously and 
        righteously -

The kid leans forward as Lester finds the right word.

                    BANGS (cont'd)
        - dumb!  And you're smart enough to  
        know that.  And the day it ceases to   
        be dumb is the day it ceases to be   
        real.  Right?  And then it will just  
        Become an Industry of Cool.

                    WILLIAM
        ... Industry... of... cool...

                    BANGS
        And that's what they want!  And it's 
        happening right now.  I'm telling you, 
        you're coming along at a very dangerous 
        time for rock and roll.  The war is 
        over.  They won.  99% of what passes  
        for rock now... SILENCE is much more 
        compelling.  It's over.  I think you  
        should turn around and go back and     
        be... a lawyer or something... but I  
        can see from your face that you won't.  
        I can pay you thirty-five bucks.  Gimme  
        a thousand words on Black Sabbath.

                    WILLIAM
            (attempting cool)
        An assignment.

                    LESTER   
        Yeah.  And you should build your 
        reputation on being honest... and  
        unmerciful.

                    WILLIAM
            (writing in notebook)
        Honest... unmerciful...

                    BANGS
        And if you get into a jam -- call me.  
        I stay up late.

Bangs reaches across the table, and William watches as he 
scribbles his number on the back of the kid's green collegiate 
notebook.  The notebook has just become valuable.  They sit 
together, listening to the beautiful and compelling silence.

24    INT. FAMILY CAR -- NIGHT                                      24 

Mom drives William to the San Diego Sports Arena.  She looks  
out the window at the adrenalized concert-goers.  She feels 
protective not just of her son, but an entire generation.  
William goes over his questions for Black Sabbath.

                    ELAINE
        Look at this.  An entire generation of 
        Cinderellas and there's no slipper  
        coming.

William looks out the window at the sign: TONIGHT - SOLD OUT - 
BLACK SABBATH with special guest Stillwater.

                    WILLIAM
        You can drop me off here.

                    ELAINE
        Black.  Sabbath.  Just remember - you 
        wanted to be Atticus Finch in To Kill  
        a Mockingbird.

The kid doesn't answer.  He silently goes over his questions.

                    ELAINE (cont'd)
        As long as I know this is just a hobby, 
        I'll go along with it.

                    WILLIAM
        All I have to do is listen.  That's   
        what Lester Bangs said.

                    ELAINE
            (dryly)
        I'll be waiting right here at eleven   
        'o clock sharp.  If you get lost, use  
        the family whistle.

He unhooks his seatbelt, stuffs his questions into an orange 
canvas shoulder-bag and exits.

Elaine watches her son disappearing into the stony rock-concert 
crowd.  It's a windy night.  Everything about this image  
troubles her.  She fights with herself, and then uses the family 
whistle immediately.  He turns.

                    ELAINE (cont'd)
            (sweetly, too loud)
        Don't take drugs!!

Fifteen concert-goers turn around instinctively, at the sound  
of a Mother, and then identify William as the object of her  
concern.  All around him, we hear:

                    HAPPY CONCERT GOERS
        Don't take drugs!!

He winces, nods and moves forward.  Music echoes from the open 
windows of many other cars.

25    EXT. SAN DIEGO SPORTS ARENA BACKSTAGE RAMP -- NIGHT           25 

The kid tromps down the steep incline leading to a small steel 
backstage arena door.  He rings the buzzer.  The door wheezes  
open to reveal the keeper of the San Diego Sports Arena's 
backstage list.  Famous to all those who attempt to enter,   
this is SCOTTY.  He is a wiry, humorless man for whom  
powerlessness is the theme of his life -- except for those few 
hours he controls the list.  Scotty is only forty but everything 
about him screams that he's an angry sixty.

                    WILLIAM
        Hi.  I'm William Miller and I'm here 
        from Creem Magazine to interview the 
        band Black Sabbath.

Scotty, immediately suspicious, moves to a nearby podium and 
snaps through three clipboard pages.  He moves back to the 
door and grabs the handle.

                    SCOTTY
        Not on the list.

He shuts the door with finality.  The kid stands silently for  
a moment.  He looks over his shoulder, at two chattering  
Groupies watching his dilemma from the top of the ramp.  They  
look at him sympathetically, but he turns away.  William rings 
the buzzer again, withdrawing a copy of Creem from his bag.   
The door opens.

                    WILLIAM
        Sir, I'm a journalist, and here's a  
        copy of the magazine.

The magazine hangs in mid-air.

                    SCOTTY
        You're not on the list.   Go to the   
        top of the ramp with the girls!

Slam.  William stands there for a moment.  Unsure of what to  
do next, he looks back to the top of the ramp.  Rejected by  
him just moments earlier, the groupies now feign disinterest.  
Bracing himself, William rings again.  The door opens slowly 
this time.  Scotty stands peering at him.

                    WILLIAM
            (in a rush)
        What-happens-after-I-go-to-the-top-of-  
        the-ramp with-the-gi -

Slam.  Lock.

26    EXT. TOP OF SPORTS ARENA RAMP -- NIGHT                        26 

William inches into the realm of the girls at the top of the  
ramp.  The wind whips.  It's just him, and two Groupies in  
their evening best.  They now pretend to barely notice the 
young journalist who has been banished to stand with them.  
Chattering excitedly, with sophistication far beyond her 17 
years, is ESTRELLA.  She sports long unruly black hair.  Her 
partner hangs in the shadows, adjusting shoes.  Estrella turns 
to the kid with great disinterest.

                    ESTRELLA
        Who are you with?

                    WILLIAM
            (embarrassed to be alive)
        Me?  I'm with myself.

                    ESTRELLA
        No, who are you with?  What band?

                    WILLIAM
        I'm here to interview Black Sabbath.
            (beat)
        I'm a journalist.  I'm not a... you 
        know...

Estrella stares at him.  Moving into the parking lot light, 
introducing herself, is a luminous girl in a green faux-fur 
trimmed coat.  This is PENNY LANE.  There is an inviting warmth 
and real interest in the way she asks:

                    PENNY LANE
        ... you're not a what?

                    WILLIAM
            (enthralled)
        Oh... I'm just... not a... you know.

                    PENNY LANE
        Not a "what"?

                    WILLIAM
            (charmed)
        You know.  A "groupie."

The two girls are deeply insulted by the word.

                    ESTRELLA
        Ohhh!

                    WILLIAM
        Sorry, I -

                    PENNY LANE
        We.  Are not.  "Groupies."

Estrella indicates Penny with great reverence.

                    ESTRELLA
        This is Penny Lane, man.  Show some 
        respect.

                    WILLIAM
        -- sorry.

Penny steps closer, focusing completely on the kid.  Behind 
her, concert-goers throw a few woo-woos their way.  She seems 
not to hear them.

                    PENNY LANE
        "Groupies" sleep with rock stars because  
        they want to be near someone famous.   
        We are here because of the music.  We 
        are Band Aids.

                    ESTRELLA
        She used to run a school for Band Aids.

                    PENNY LANE
        We don't have intercourse with these 
        guys.  We support the music.  We inspire 
        the music.  We are here because of the 
        music.

William is nodding like a doll in a dashboard window.  
Listening.

                    ESTRELLA
        Marc Bolan broke her heart, man.  It's 
        famous.

                    PENNY LANE
        It's a long story.  I'm retired now.  
        I'm just visiting friends.

                    ESTRELLA
        She was the one who changed everything. 
        She said "no more sex, no more  
        exploiting our bodies and hearts... "

                    WILLIAM
        Right.  Right.

                    ESTRELLA
        "... just blow-jobs, and that's it."

                    WILLIAM
        Okay.  Well, see, now I get the 
        difference.

Shot drifts off him and picks up, out of the darkness, another 
breathless girl teetering on tall shoes.  She is in the vicinity 
of 16.  Her black hair is cropped short and died red, just   
like the cover of Bowie's Aladdin Sane.  She is POLEXIA, the 
voluptuous one, from Riverside.

                    POLEXIA
            (the usual greeting)
        It's all happening.  It's all happening.

                    ESTRELLA
        Polexia!!   Did you tell Sabbath we  
        were going to be here?

                    POLEXIA
        I talked to Dick with Stillwater, I 
        talked with Sabbath.  They're all dying 
        to see us.   It's all happening.

                    PENNY LANE
        This is our journalist friend.  
        Journalist Friend, meet Estrella Starr, 
        and Polexia Aphrodisia. And you are --

                    WILLIAM
        William.

Silent beat.  His name lands like a thud.

                    POLEXIA
        Here comes Sabbath!

                    ESTRELLA
        Ozzy!!!  Tony!!!  It's us!!

A long black limo with darkened windows swishes past, beeps 
twice.  The metal backstage gate rises and the limo rolls  
inside.  And then silence again.  The girls do not discuss 
being rebuffed.

                    ESTRELLA (cont'd)
        I think I saw Sapphire in there.

                    POLEXIA
            (can't hold it in any longer)
        Okay.  I was with Ian Hunter all night 
        at Rodney's Last night.  Wanna see his  
        spoo?  I saved it in a baggie.

She opens her purse and shows the girls something inside.  
William edges away.

                    ESTRELLA
            (peering into purse)
        I'm really happy he's doing so well.

                    PENNY    
            (regarding what's in purse)
        Yeah.  I know he's such a talented     
        guy.  I mean, look at him.  Who deserves  
        it more?

                    POLEXIA
            (looking in purse)
        Nobody -- he's so sweet.

                    ESTRELLA
            (with compassion)
        Don't you just root for him, you know.  
        To go that little distance between   
        good and great?

                    PENNY
        Wait.  That's not his.  I would know 
        his.

A very odd look on his face, William now cranes for a discreet  
look.  What's in that purse?

BAM -- THE BACKSTAGE DOOR OPENS

Out steps SAPPHIRE, 19, a tall girl with taller platforms.  Heavy 
eye-makeup.  Her accent is Texan, with odd traces of English.    
In one hand is a half-drained bottle of champagne.  In the other, 
a fistful of backstage passes.

                    SAPPHIRE
        Does anybody remember laugh-tah?
            (as they turn)
        Come and GET 'EM!

The girls scream and happily head down the ramp to Sapphire.  
Penny looks back and grabs William with a well-placed arm hooked 
around his.  He joins the clacking sea of legs moving down the 
ramp.  Sapphire slaps passes on the girls.  As Scotty (The  
Keeper  of the Backstage List) watches, Penny now slips William 
forward for a pass.

                    SCOTTY
        Oh no.  Not this one --

                    SAPPHIRE
            (off William)
        Who brought Opie?

The kid looks over his shoulder.  Who's Opie?

                    PENNY
        He's with us.

                    SCOTTY
            (hand blocking William)
        He wasn't with you.

                    SAPPHIRE
            (to Scotty)
        Are you going to turn this into a  
        Thing?

                    SCOTTY
        All of you can wait outside!  Top of  
        the ramp!

                    WILLIAM
        I don't want to cause a Thing.  I'll 
        wait.

                    PENNY
            (privately, to William)
        I'll go take care of this.

Sadly, they leave him behind.  The thundering arena sound of 
the collecting crowd, the p.a. system blasting Yes' 
"Roundabout"... purposeful roadies carrying guitar cases... 
the glimpse of backstage rock and roll... everything he wants 
to be a part of is on the other side of this door.  And then 
it shuts.  He stands alone.

At the top of the ramp, a tour bus unloads.  It reads -- 
STILLWATER TOUR 73.  Moving loudly out of the bus is the opening 
band.  This is Stillwater.  Four road-weary band members, and 
their road manager.  Voices booming.

RUSSELL HAMMOND, 27, presses the buzzer with the nose of his 
guitar-case.  It's obvious from moment one.  This is the star 
of the band, the charismatic one.  He's tired.  They're late.  
William recognizes him instantly, as the guitarist stretches.  
The buzzer goes unanswered.  The kid is invisible to him, as  
the others now arrive behind Russell.

Tour/band manager DICK ROSWELL, 27, follows, loudly banging on 
the steel door.  He has the flaxen-haired look of a former   
hippie, but he carries the emblem of a real pro -- the newest 
silver Halliburton briefcase covered with backstage passes.  
His direction is always - forward.

                    DICK
        Let us in, we're Stillwater!  We're on   
        the show!!

William is surrounded by them now.  They stand together under the 
single lightbulb, familiar faces, a live-action album cover.  JEFF 
BEBE the singer, his shiny black hair hanging in sheets around his 
head.  ED VALLENCOURT the quiet drummer, his long arms hanging 
limply at his sides.  His is a face made for the background. LARRY 
TURNER the compact bass-player.   Dick now kicks at the door with  
his foot, as William produces a copy of Creem Magazine.

                    WILLIAM
            (to Dick)
        Hi, I'm a journalist.  I write for Creem 
        Magazine.

Once again, the magazine hangs there.  He can't give it away.

                    JEFF
        The enemy!  A rock writer!

                    WILLIAM
            (struggling forward)
        I'd like to interview you or someone 
        from the band.

                    DICK
            (busy, running behind)
        I'm sorry but could you please fuck  
        off?

William blinks a little, takes it in stride.  Russell sizes  
him up, moving in the background.

                    WILLIAM
        Okay.  Okay.  I could do that.

                    JEFF
        You guys never listened to our records.  
        You're all just frustrated musicians.  
        Do you know what your magazine SAID 
        about us?  What was it - "the singer's 
        incessant cater walling distracts From    
        an assault with no clear purpose."

                    LARRY
            (in background)
        That was Rolling Stone.

                    RUSSELL
        Yeah.  Okay.  Fuck off anyway.  We   
        play for fans, not critics.

Stung, William shrugs.  It's been a terrible night, but at  
least thrillingly so.

                    WILLIAM
        Russell.  Jeff.  Ed.   Larry.
            (can't help it)
        I really love your band.   I think the   
        song "Fever Dog" is a big step forward  
        for you guys.  I think you guys 
        producing it yourselves, instead of  
        Glyn Johns, was the right thing to do.  
        And the guitar sound was incendiary.
            (gestures with fist)
        Way to go.

He turns and leaves, beginning his long trek back up the ramp.  
Russell looks at the others.  That kind of love is hard to   
give up.

                    RUSSELL
            (good humored, yelling)
        Well don't stop there.

                    JEFF
        Yeah, come back here!!  Keep going!

They wave him back, as the backstage door opens again.  The 
kid moves back down the ramp.   They herd him in with them, 
through the door.  Scotty quickly spots the kid and squares 
off.

Russell notes the kid's swirling emotional state, shoves him 
forward.

                    SCOTTY
        Not this one.

                    RUSSELL
        He's with us.

                    SCOTTY
        He's not with you.  He's not with them.  
        He's not on the list.  He's not coming 
        in.  And this is my arena.  And 
        furthermore -

Russel craves the confrontation and moves forward closer to 
Scotty.

                    SCOTTY (cont'd)
        - have a good time tonight.   Welcome   
        to San Diego.

27    INT. BACKSTAGE HALLWAY -- NIGHT                               27 

The band moves quickly down the hallway, with William moving 
to keep up.  A young and grizzled red-haired roadie, RED DOG, 
catches them on the way.  The band swarms around him.

                    RUSSELL
        Red Dog!

                    RED DOG
        We're playing here tomorrow night.

                    JEFF
            (aside, to the kid)
        This is Red Dog, the Allman Brothers 
        Band's number one roadie.

Russel clamps an arm around Red Dog's neck.

                    RUSSELL
        How're the guys?

                    RED DOG
        Havin a ball, man.  When we have a  
        party, we have an Allman Brothers Band 
        party.  Everybody boogies.  Everybody 
        gets off.  It's family, man.  We all got 
        These now.
            (flashes new mushroom tattoo 
             on forearm)
        We'll see you guys in Boston, right?
            (specifically to Russell)
        Dicky and Gregg send you their love.

Camera catches flash of envy on the face of Jeff Bebe, as 
Stillwater sweeps forward into a small dressing room.

28    INT. DRESSING ROOM -- NIGHT                                   28 

Dressing room activity swirls around him, as William simply 
listens.  He holds a small microphone.  His stoic look gives away 
little of the full body rush he's experiencing.  As the other  
band members drift across frame, Russell Hammond, a true rock and 
roll believer, speaks as he straps on his guitar and gets ready  
for the show.  To the kid, every word is reckless gem.

                    RUSSELL
        ... and it's okay, because rock and  
        roll is a LIFESTYLE...  and a way of 
        thinking and it's not about money and  
        "popularity!"

                    JEFF
        Some money would be nice.

Jeff sprays some shaving cream into his palm, and rubs it into  
his scalp - poor man's mousse.

                    RUSSELL
        - but it's a voice that says here I 
        am... and FUCK YOU if you can't  
        understand me.

Russell smooths the strings of his guitar with a small cloth  
from his guitar case.  The kid notices all these close-up  
details of rock.

                    RUSSELL (cont'd)
        And one of those people is gonna save the 
        world and that means that ROCK AND ROLL  
        CAN SAVE THE WORLD -- all of us together.

The kid's eyes dance.  He checks to make sure he's getting the 
recording.  He listens intently.

                    JEFF
        And the chicks are great.

                    RUSSELL
        But we didn't do it for that!  We are  
        here because we needed to fuckin be   
        here, not just 'cause we needed to   
        away from Troy, Michigan, WHICH WE  
        DID... but what it all comes down to   
        is that thing. The Indefinable Thing, 
        when people catch something from your 
        music, the thing you put into it.  I'm  
        talking about... what am I talking 
        about?

                    WILLIAM
            (elegantly)
        The buzz?

                    RUSSELL
        THE BUZZ!   And the chicks, the  
        whatever, is an off-shoot of THE BUZZ.  
        And like -- you saying you liked "Fever 
        Dog?"   That is the fucking buzz, man.  
        All we get are these fucking old-ass  
        interviewers who don't understand,  
        don't LISTEN, don't appreciate why we  
        are here, which is the fuckin' BUZZ.

William nods, holds his microphone steady.  Russell tunes his 
guitar, ripping through unamplified guitar licks as he speaks.  
Jeff hustles to reclaim his own connection to the interviewer.

                    JEFF
        The next album will be even better.  
        More texture.

                    RUSSELL
        But... it's not what you put in, is   
        it?  It's what you leave out.  Listen   
        to... listen to Marvin Gaye...

Russell's face grows rapturous as he discusses this piece of  
music.

                    RUSSELL (cont'd)
        A song like "What's Going On."  That 
        single "woo" at the end of the second 
        verse - you know that woo - that single 
        "woo."

                    WILLIAM
            (proudly)
        I know that, "woo."

                    RUSSELL
            (he does it)
        That's what you remember.  The silly 
        things, the little things... there's 
        only one, and it makes the song.  It's 
        what you leave out.  That's rock and 
        roll.

William nods, says nothing, keeps the microphone pointed.  
Activity surrounds him.

                    JEFF
            (impressed)
        We used to talk more about this stuff.

                    RUSSELL
        Okay.  See, this is maybe the most 
        honest we've ever been in an interview 
        because you know our music.  You're   
        the first press guy we've made friends 
        with.  We don't normally talk like     
        this to them.  And you're supposed to  
        be The Enemy!  What are you - 18?

                    WILLIAM
        Yeah.

                    RUSSELL
        There you go.  Still young enough to   
        be honest.

                    DICK
            (walkie talkie crackling)
        Ten minutes 'till showtime, anyone who  
        isn't in the band -- out!

Russell takes a last swig of beer.  A roadie whisks his guitar  
away.

                    DICK (cont'd)
        All this luggage is going to L.A.!

William is swept out in the chaos of the pre-show ritual,    
past the pile of luggage by the door.  It's a colorful heap of 
suitcases, featuring colorful laminated band tags, each with a 
number.

29    INT. BACKSTAGE STEPS -- NIGHT -- MINUTES LATER                29 

William sits on the backstage steps, writing feverishly in his  
notebook.  Behind him, two steps higher, Penny Lane scoots  
into place.

                    PENNY LANE
        I found you a pass.

                    WILLIAM
            (amped, distracted)
        Thanks.  I got in with Stillwater.
            (as he writes)
        The guitarist, Russel Hammond, he    
        just thoroughly opened up.  He is by  
        far the best and most honest interview 
        I've ever done.
            (she nods)
        I've only done two, but you know.    
        He's number one.

                    PENNY LANE
        You're learning.  They're much more   
        fun on the way up.

William nods, still scribbling.  She eases down into place on 
the step next to him.  Her proximity cause him to look at    
her, his eyebrows rising.  She smooths them down with two single 
fingers.

                    PENNY LANE (cont'd)
        How old are you?

                    WILLIAM
        Eighteen.

                    PENNY LANE
        Me too.
            (beat)
        How old are we really?

                    WILLIAM
        Seventeen.

                    PENNY LANE
        Me too.

                    WILLIAM
        Actually I'm 16.

                    PENNY LANE
        Me too.  Isn't it funny?  The truth  
        just sounds Different.

                    WILLIAM
            (confesses)
        I'm 15.

                    PENNY LANE
        You want to know how old I really am?

                    WILLIAM
            (immediately)
        No.

She looks upstairs, soaking in the sound of another band tuning 
up.  Music is her religion.

                    WILLIAM (cont'd)
        How did you get started in all this?

                    PENNY LANE
        It's a long story.

                    WILLIAM
            (quick study)
        Right.  Right.

                    PENNY LANE
        We live in the same city.  We should   
        be friends.

She takes his backstage pass form his shirt and puts it on his  
thigh - the cooler location.  Nearby, the dressing room door  
opens, and the Stillwater exits.   Excitement level rises as  
they mass in the hallway with instruments.  We hear the amped  
voice of Russell growing nearer.

                    RUSSELL
        The Enemy!

He approaches, as William stands.  Penny watches, hanging out  
of Russell's eyesight.

Standing in the supercharged hallway, the kid is anxious to  
introduce his new friends.

                    WILLIAM
        Russell, this is Penny Lane.

                    PENNY LANE
            (stepping into view)
        Pleasure.

                    RUSSELL
        Penny Lane?  Like the song, right?

                    PENNY LANE
        Have we met?

THEY SHAKE

And do not let go, for too long.  There is history in their 
shake.  Their eyes tell all.  Shot takes us to William, who  
puts two and two together.  It isn't hard.  They clearly know 
each other. Well.

                    WILLIAM
        Well, I guess you've... you've met.

                    DICK
        Penny Lane!  God's gift to rock and 
        roll!!  You're back!
            (privately)
        Marc Bolan.  Please.

Other band members pass, adjusting clothes for show time, 
waiting in the hallway... and now singing the Beatles song 
"Penny Lane."

                    RUSSELL
        Come on, let's go.
            (noting kid's shyness)
        Both of you.

30    INT. BACKSTAGE -- NIGHT                                       30 

House lights go down.  Cheers rise.  Dick's flashlight dances 
on the ground just in front of them, guiding their way in the 
dark to the stage steps.

                    RUSSELL
        - get in the huddle.

Russell pulls William into the band's huddle.

SHOT LOOKING UP AT THEM

Their band ritual, psyching together, arms on each other's 
shoulders in a circle.  They sing a dew lines of the classic  
"Train Kept A-Rollin'" (or "Go See Cal" from the Cal Worthington 
ad) They all touch feet, and then break, heading for the stage.  
Russell directs Penny to his side of the stage.  The kid follows.  
Plugging in, still in darkness, Russell hits a practice chord -- 
thwack.  He steps on effects pedal.  Applause.  (Adlib onstage 
private patter, between members, goading each other -- the stuff  
no audience ever hears)  Twenty feet away, Dick prepares to   
address the crowd from the darkened stage.  It is his favorite 
moment of the evening, the highlight of his job.

                    DICK
        From Troy, Michigan.  Please welcome --
            (importantly)
        Stillwater.

Light hits the stage, and the band launches into their opening 
song, "If You Say Nothing."  Audience response is strong.   
Shot lingers on the face of William as he soaks in the most  
undeniably exciting moment of any concert, the first thirty 
seconds.

Jeff the singer grabs the microphone and launches into some  
vocal pyrotechnics.  Russell looks over to Penny and William, 
at stage right, grinning, pretending to trip on his cord, an  
elegant show-off move of a musician who is now where he 
belongs... before seriously stepping forward for the first 
guitar lead of the night.  The kid looks over to see Penny 
watching Russell.

31    EXT. BACKSTAGE -- NIGHT -- LATER                              31 

Cases are shut and rolled toward the trucks.  Stillwater heads 
for their bus.  Jeff the singer says goodbye to Estrella Starr, 
like a sailor leaving port.   Russell lingers behind, saying  
goodbye to William, loading his own equipment.  Black Sabbath 
passes with entourage, heading to the stage.

                    RUSSELL
            (privately)
        So.  You want to come up to L.A., we'll 
        be at the "Riot House" all week.

                    WILLIAM
        "The Riot House?"

                    RUSSELL
        The Continental Hyatt House!  It's on  
        Sunset Strip.

                    WILLIAM
            (attempting cool)
        Right.  Right.

All the while, just over the kid's shoulder, Russell scans the 
backstage crowd of hangers-on.  Looking perhaps for Penny Lane.

                    DICK
        Let's blow this burg!

                    RUSSELL
            (exiting)
        Well tell your friend Miss Penny Lane  
        to Call Me.  Tell her "It ain't 
        California without her.  We want her 
        around like last summer."   Say it   
        like that.

                    WILLIAM
        Got it.

                    RUSSELL
            (returns, whispers)
        Oh, I'm under the name - Harry Houdini.

                    JEFF
            (exiting, to William)
        The Enemy!!  Yeah!!    Come to L.A., 
        we'll take some more.

Russell joins Jeff, exiting and laughing.  A good show is still   
in the air.

                    WILLIAM
        Later Jeff!  See you, Dick.  Larry.   
        Ed.
            (and now the roadies)
        Mick, Gregg, Red Dog, Scully, Frosty, 
        Estrella, The Wheel!

        ROADIES                       DICK
Laterrrr!                     We'll see you down the
                              line.

William is deliriously happy, hands upraised.  He turns to see 
Penny.

                    WILLIAM
        PENNY!

                    PENNY
            (calming him)
        Hey.  Hey.  Be cool.

                    WILLIAM
        You just missed Russell!  He says he's 
        at the "Riot House" all week and to call 
        him.  He's under the name Harry Houdini.  
        Do you know about the "Riot House?"

                    PENNY LANE
        I think I've heard of it.

                    WILLIAM
        He had a message for you!  He said, 
        "It's not California without you.  We 
        want you around like last summer."
            (consults notebook)
        Actually he said "ain't."  "It ain't 
        California - "

                    PENNY LANE
        I get the gist.

                    WILLIAM
        How well do you guys know each other?

She smiles privately.

                    WILLIAM (cont'd)
        I got it.  No problem.  Long story.  
        Alright!  I gotta go.

Elsewhere in the arena, Black Sabbath is performing "Sweet   
Leaf."  The kid could care less.  He has bonded with Stillwater.  
He heads for the door.  Penny walks with him.  He's loving it.  
They pass a still-scowling Scotty, flashing passes, as they    
exit out into the ramp area.

32    EXT. SPORTS ARENA -- NIGHT                                    32 

Penny takes out an eyeliner pencil, writes her number on the 
back of his green notebook.

                    PENNY LANE
        Call me if you need a rescue.  We live  
        in the same city.

                    WILLIAM
        I think I live in a different world.

They stand in the night air.  The parking lot is largely silent 
now, save for the thudding bass sounds of Black Sabbath.  In   
the distance, we hear Elaine's insistent whistle.

                    PENNY
        Speaking of the world.  I've made a   
        decision.
            (a very serious secret)
        I'm going to live in Morocco for one 
        year. I need a new crowd.

He nods.  He is a rapt audience for this flashy girl.

                    PENNY (cont'd)
        Do you want to come?

                    WILLIAM
        Yes.

In the distance, we hear the family whistle growing louder.

                    PENNY
        It's a plan.  You've got to call me.

                    WILLIAM
        Okay.

                    PENNY
        It's all happening.

                    WILLIAM
        It's all happening.

He nods cooly.  He waits until she turns, and the sprints 
through the parking lot, to the distant family whistle.

                                                 FADE OUT:

FADE IN:

33    ON TAPE RECORDER                                              33 

William's fingers work the clunky keys, pressing rewind.  We 
hear a snippet of the intense and lively Stillwater interview, 
full of overlapping and barely discernible voices.  
Meticulously, he untangles the voices, especially Russell's,  
as he transcribes.

INT. WILLIAM'S BEDROOM - DAY

The work of a journalist, as William sits at his Smith-Corona 
Galaxis.  There is a knock at the window, and William scoots 
back in his chair to see a familiar face.  It is Darryl, his 
sister's old boyfriend.  William opens the window.

                    WILLIAM
        Hey Darryl.

                    DARRYL
        Hey.

Darryl climbs in the window, looks around the room that was 
once the site of his previous glory.

                    DARRYL (cont'd)
        So she's a stewardess now.

                    WILLIAM
        Yeah.  She and Mom are still sorta... 
        I'd say "not speaking," but I don't  
        know if they ever did.

                    DARRYL
        Your sister.  A stewardess.
            (nods to himself)
        The things your sister and I did inside 
        these four walls...

                    WILLIAM
        That's okay.  I don't want to know.  
        It's my room now.

                    DARRYL
        We flew the friendly skies -

                    WILLIAM
        Okay -

                    DARRYL
        I don't want to put you in the middle  
        of anything.  We don't have to talk 
        about it.

                    WILLIAM
        No.

                    DARRYL
        You seem cooler.

                    WILLIAM
        Yeah.  I'm thinking about going to 
        Morocco.

                    DARRYL
        Lemme know if you need a little help  
        with your Mom.

                    WILLIAM
        A little might not be enough.

                    DARRYL
        She still freaks me out.

                    WILLIAM
            (nods, an old issue)
        Yeah -

                    DARRYL
        She's famous.

                    WILLIAM
        Listen -

                    DARRYL
        Go ahead and do what you were doing.   
        I just wanna hang in here for a moment.

                    WILLIAM
        Cool.  Alright.

William nods and continues his work, self-consciously, as Darryl 
sits on his bed and soaks in the memories of the room.  A long 
moment passes.  Darryl pats his thighs, and rises.

                    DARRYL
        Okay, man.

                    WILLIAM
        Okay, man.

34    INT. LIVING ROOM -- EVENING                                   34 

William slips on corduroy jacket, over a tie-dyed shirt.  Well, 
it's definitely a look.  Mom appears more nervous than her   
son.

                    ELAINE
        I worry about the drunk drivers.

                    WILLIAM
        Mom.  I'm 15.
            (beat, vague panic)
        Right?

                    ELAINE
        Yes, you're 15. "And here's that money  
        I owed you."

She reaches in a small box near the door, gives him twenty 
bucks.  It's their routine.

                    ELAINE (cont'd)
        Your dad's favorite joke.  I don't do  
        it as well.

                    WILLIAM
        I thought it was pretty good.

                    ELAINE
        Keep the small bills on the outside.  
        And call me if anyone gets drunk.

                    WILLIAM
        I will call you if anyone        
        anywhere gets drunk.

                    ELAINE
        Good.

                    WILLIAM
            (anticipating her, like a 
             parent)
        And don't take drugs.

                    ELAINE
            (stoic)
        Ha ha.  Very funny.  See -- sense of  
        humor.  Have fun at the dance.  I'm  
        glad you're making friends.

They move to the door, and he steadies her, as if to remind 
her she's not going.  He opens the door.  She's a wreck, and  
she knows it.

                    WILLIAM
        Mom?

                    ELAINE
        Yeah -

                    WILLIAM
            (loving but firm, as if to 
             a dog.)
        Stay.

                    ELAINE
        Oh... okay.

                    WILLIAM
        I-love-you-bye.

He opens the door.  Neil Young.  "Sugar Mountain."  Watching  
him leave is always a killer.  She's not getting any better at  
it either.  She folds her arms tightly across her chest.

35    EXT. WILLIAM'S HOUSE -- NIGHT                                 35 

Penny waist by her car, down the hill, sporting a different  
more elegant look.  She cups her hands and yells up to him.    
He hikes down the hill, squishing down the water plants, almost 
falling, the first time we've seen him happy in his own skin.

36    EXT. SUNSET BOULEVARD -- LATER NIGHT                          36 

Miss Penny Lane's yellow Vega makes the big swing onto Sunset  
Boulevard.  She sings along to the obscure words of Led  
Zeppelin's "Dancing Days."  William takes it all in from the 
passenger seat.  Huge billboards advertise not cigarettes or  
beer, but albums.  It's a wondrous piece of geography for any  
rock fan.  Shot moves in as William, watches, takes it all in.  
He moves his head outside the window to see fully.  Her 
windshield is cracked along the side.

                    PENNY LANE
        The Continental Hyatt House.  Also known 
        as The Riot House.
            (does tour guide voice)
        Every band stays here, all the ones  
        that matter.  The Who.  Zeppelin.  
        Alice.  Bowie.  English bands.  American 
        bands.  We all know each other.  Twenty- 
        four hour room service.  Like us, they 
        were outsiders.  They were so outside, 
        they're inside, and insiders never   
        even knew it, because they're outsiders
        and they are inside a place outsiders
        will never be.  And why are we even 
        talking about it?  If you're really an 
        insider, you're never gonna say it.   
        You know what I mean?

                    WILLIAM
            (beat, working it out)
        Yeah.  Yes.

She makes a swift turn into a secret parking spot near the 
hotel.

                    PENNY
        And we're not gonna hang out with 
        Russell.  You can, but not me.

                    WILLIAM
        What is it with you and Russell?

37    EXT. SUNSET BOULEVARD -- NIGHT                                37 

Neil Young and Crazy Horse's "Cinnamon Girl" ricochets across  
the Strip.  It's blasting from cars tuned into KMET.  Penny  
now wears her green faux-fur trimmed coat.  She grabs William's 
hand, steadying her hat at the same time.  They dart across  
the busy street.  She stumbles a little on her platforms.  He  
steadies his taller date.  They are a good team as they pass 
one of several humming tour busses parked out front.

38    INT. HYATT HOUSE LOBBY -- NIGHT                               38 

Penny blasts into the Continental Hyatt House, William on her  
arm.  The lobby of this bastion of seventies rock is more alive 
than most clubs.  It's a swirling mass of Roadies carrying  
Halliburton briefcases plastered with tour stickers, mingling   
Rockers, and more than a few Groupies with lower-ambitions and 
taller-platforms than Penny Lane.  The feeling is communal, 
illicit, intoxicating.  The secret community of rock.  Penny 
attracts a hailstorm of friends and comrades.

                    PENNY LANE
        It's all happening.
            (grabbing him like a shield)
        And I'm about to use you as protection.

                    ROADIE # 1
        Penny Lane!!

                    PENNY LANE
            (aside)
        These guys are with Alice Cooper.  I'm 
        going to pretend I don't know them.

                    ENGLISH ROADIE # 2
        Penny!!  Does Alice know you're here?

                    PENNY LANE
        I'm just showing my very dear, very 
        wonderful friend around.  He's a very 
        important writer - he knows Lester 
        Bangs.
            (English accent)
        I'm responsible for his moral conduct  
        while he's abroad.

                    ROADIE # 3
            (arriving, mock drama)
        Penny Lane!!   God's gift to rock and  
        roll!!

                    PENNY LANE
        I'm retired.
            (uses English accent)
        And don't argue with me!

                    ROADIE # 3
        Again?

                    PENNY LANE
            (moving, English accent)
        Have we met?

Effortlessly touching an arm here and there, charming all -  
she had four men suddenly circling her.

                    PENNY LANE (cont'd)
        I've made a decision.  I'm going to go 
        traveling in India.  Then I'm going to  
        learn how to play the violin.  Then   
        I'm going to go to college for one  
        year.

William looks at her, perplexed and a little hurt.  What about 
Morocco?

                    ROADIE # 2
            (exiting, not buying it)
        There's nothing they could teach you    
        in college, darling.
            (whispers)
        Call Alice.  He's under the name Bob  
        Hope.

                    ROADIE # 1
        I heard you were with Russell from 
        Stillwater.

                    PENNY
        Please.  I throw the little ones back.

Lusty laughs circle William.  Overlapping this dialogue is the  
appearance of our friend Polexia.

                    POLEXIA
            (in tears, in pieces, 
             emotional)
        Ian Hunter is a fucking asshole!

                    WILLIAM
        Polexia!

                    POLEXIA
        Opie!!!

She hugs him like a long-lost friend, knocking the air out of  
him.  And now overlapping this action, appears Superfan RIC  
NUNEZ, 14.  His eyes are forever moist, but he's oddly formal  
and never feels worthy of the rockers he idolizes.  Tonight he 
wears a custom homemade t-shirt with iron-on block letters.    
It features the four Led Zeppelin symbols and the words: "TO   
BE A ROCK AND NOT TO ROLL."  A felt-tip pen is still in his   
quivering hand.  Nunez walks with them, backpedaling as he says:

                    RIC
        It's all happening.   I just saw them   
        on the seventh floor!  Mr. Jimmy Page...  
        Mr. John Paul Jones...
            (displays squiggle on shirt)
        Mr. Robert Plant signed my shirt in   
        the elevator!!  Five minutes ago, he   
        touched this pen.  Please don't smear   
        it.  And Bonzo's gotta new motorcycle   
        in the hotel!

                    PENNY
        Ric is a Zeppelin fan.

                    WILLIAM
        Yeah, I picked that up.

                    PENNY
        He tours with them, but not "with"  
        them.

                    RIC
        They're on the 12th floor, but there's   
        guards there!  So you gotta go to the 
        tenth floor and go up the back steps.

                    PENNY LANE
        This is my very dear, very close, very 
        wonderful friend William Miller, he is   
        very close with Lester Bangs.

                    RIC
        It's all happening!!  See you in 
        Cleveland!

Ric rushes back to the elevators.

                    PENNY LANE
        I'm retired!  Doesn't anybody believe   
        me!?

39    INT. HYATT HOUSE LOBBY PHONE -- NIGHT -- MINUTES LATER        39 

Penny nearby as William picks up the house phone.  He shouts  
over the din.

                    WILLIAM
        Harry Houdini, please.

As he waits, he discreetly pockets the matches, hotel pad and 
pencil next to the housephone.

40    INT. HALLWAY/RUSSELL'S HOTEL ROOM -- NIGHT                    40 

William, Polexia and an ambivalent Penny walk the hallway, 
looking for the room.  William looks in the passing open doors, 
each one a different window into another world.

                    PENNY LANE
        Okay.  Time to put on the lampshade.

Up ahead, the door to their smallish hotel room is open.  
Inside, a band party in full swing.  A clunky early-model boom 
box segues from James Brown's "Make It Funky" to Led Zeppelin's 
"Gallows Pole."   Russell Hammond is the center of this party, 
jabbing out the chords, playing along on guitar.  Much singing 
echoes all around.  It's a hotel-room Hootenanny, and all  
members of the band are present.  Penny Lane takes a breath   
and enters, with arms extended and pointing in opposite 
directions.  She does a flawless stewardess imitation, with  
proper hand gestures, to a loud party ovation.

                    PENNY LANE (cont'd)
        "Ladies and Gentlemen.  Please 
        extinguish all smoking materials and 
        notice that the captain has turned on 
        The No Smoking sign.  Your seat and  
        tray tables should be locked in their  
        full and upright positions."

                    RUSSELL/OTHERS
        PENNY!!  PENNY LANE!!

She is instantly and overwhelmingly, the life of this party.  
Russell joins William.

                    RUSSELL
            (impressed to see him)
        Alright.

                    WILLIAM
            (happy to be there)
        Alright.

Russell places a beer in William's hands, and exits.

                    PENNY LANE
            (continuing)
        "In the unlikely event of a water  
        landing, the seat below you will serve   
        as a -"
            (give up)
        Oh, the hell with it.

They all applaud her, laughing.  William watches her with  
wonder, as she turns his way and winks.  Jeff approaches the  
alluring Polexia, and goes to get her a beer.  Meanwhile,  
Polexia sidles up to William.  She sees him watching Penny at 
the other side of the room.

                    POLEXIA
            (privately)
        Act One, in which she pretends she  
        doesn't care about him.

POV shot travels to Russell, strumming the guitar that is always  
a part of his body.  Russell is watching Penny Lane   
surreptitiously.

                    POLEXIA (cont'd)
        Act Two, in which he pretends he doesn't 
        care... and goes right for her.

Russell moves towards Penny.

                    POLEXIA (cont'd)
        Act Three, in which it all plays out  
        the way she planned it.  She'll eat   
        him alive.

                    WILLIAM
            (worried)
        We've got to stop them.

                    POLEXIA
        Stop them?  You were her excuse for  
        coming here.

ON PENNY

                    PENNY
        I need ice!

Penny disappears out the door, across the hallway.  Russell 
follows a moment later.  The kid's eyebrows rise.  Polexia   
regards the kid with affection, adjusting his collar and peeling 
a hair off his jacket.

                    POLEXIA
        I just worry about people using her.  
        You know?  'Cause she brings out the  
        good side in everybody else, but what   
        do they do for her?  Life kills me.    
        Do you have any pot?

                    WILLIAM
        Not on me.

                    POLEXIA
        Do you smoke?

                    WILLIAM
        No.
            (attempting to fit in)
        But I... I grow it.  I grow it.

Polexia looks at the kid, laughing at his poor job of lying.

                    POLEXIA
        You're funny.  You know, if you were 
        only taller, English, rich, a guitar-  
        player and older...

                    WILLIAM
        I'd be someone else.

                    POLEXIA
        Yeah.  Good point.

Jeff appears with her beer, and she whispers in the kid's ear 
before she exits with Jeff Bebe.

                    POLEXIA (cont'd)
        Bless me father for I may sin tonight.

The kid watches, as the boom box plays an obscure favorite of 
Russell's, Eddie Giles' "Losin' Boy."  There is the sound of a 
motorcycle somewhere down the hallway.

41    INT. ICE ROOM -- NIGHT                                        41 

The ice machine makes new cubes with a grinding noise.  Penny   
puts ice in her glass.  Behind her, Russell moves into frame, 
hands delicately riding the sides of her body.  A motorcycle 
roars by, just outside the door, as Penny moves away from  
Russell's exploring hands.

                    PENNY
            (with real indignation)
        How does it end?

                    RUSSELL
        What?

                    PENNY
        You know - the story about the girl   
        who dumps the guy who has an ex-ex   
        wife -- the one we don't talk about --   
        and gets a hundred... okay, five letters  
        from him, and then doesn't even leave    
        a pass in San Diego.  Wake up!  I'm 
        retired and I never believed you anyway.  
        You're too talented and too good-looking  
        to be trusted and everybody knows it.

                    RUSSELL
            (smiling, loves it)
        You're retired like Frank Sinatra is 
        retired.

She makes a scoffing noise.  He moves to the ice machine, with  
a glass of his own.

                    RUSSELL (cont'd)
        Miss Penny Lane.  Let me tell you what   
        rock and Roll will miss the day you  
        truly retire.

He tosses cubes in his glass, one by one.  After the first cube:

                    RUSSELL (cont'd)
        The way you turn a hotel room into a 
        home.
            (cube)
        The way you pick up strays wherever   
        you go.  Like Pied Piper.
            (cube)
        The way you know the words to every  
        song.  Every song.  Especially the bad   
        ones.  Mostly the bad ones.
            (cube)
        That green coat in the middle of summer.
            (cube)
        The real name you won't reveal.
            (cube)
        And.  I'd keep going, but my glass if 
        full.

                    PENNY
            (quietly)
        Damn.

He kisses her powerfully, hands at his sides.  She fights to  
keep her hands off him.  Bonham's motorcycle rips by, just   
outside the door.

                    RUSSELL
        Come to Arizona.

                    PENNY
        Never.

                    RUSSELL
        We leave Thursday morning.  9 AM.  And  
        pack light this time.  Jesus.

They kiss.  The motorcycle speeds by again, just outside.

42    INT. HALLWAY -- NIGHT                                         42 

The hallways are crowded, as William looks at the closed door   
of the ice room.  He leans against the wall, alone now.  Trying 
to look like he belongs.  Behind him, most of the band has 
disappeared into other rooms, leaving only hangers-on in their  
places.

43    INT. ROLLING STONE MAGAZINE -- DAY                            43 

Music.  We pan across cubicles bustling with laid-back fervor.  
These are the San Francisco-based main offices of Rolling Stone  
Magazine.  We have arrived for the waning days that this  
magazine could still be called, with a straight-face, an   
"underground" publication.  Their mounting success crowds the   
edges of every frame.  Camera catches the Annie Leibowitz 
portraits that hang on the walls -- Lennon, Jagger, Rod Stewart, 
James Taylor.

We find editor BEN FONG-TORRES, 29,  in his cramped cubicle.  
Sitting nearby is curly-haired and mustachioed Star Staff 
writer, DAVID FELTON, 32, who smokes his cigarettes with a long 
holder.  Felton reads one of William's articles, chuckling.

                    BEN FONG-TORRES
        William Miller?

                                                 INTERCUT:

INT. WILLIAM'S BEDROOM -- DAY

William is on the phone in his own small room.

                    WILLIAM
        This is he.

                    BEN  
        Crazy.  William, this is Ben Fong-    
        Torres.  I'm the music editor at Rolling 
        Stone Magazine.  We've got a copy of 
        your stories from the San Diego Door.  
        This is the same William Miller?

William instantly, nervously alters his voice to sound older.

                    WILLIAM
        Yes it is.

                    BEN
            (rifling through tearsheets)
        Voice of God, howling dogs, the spirit 
        of rock And roll... this is good solid  
        stuff.

                    WILLIAM
            (immediately, suddenly 
             deeper)
        Thanks... thanks.

                    BEN
        You should be writing for us.  Any 
        ideas?

                    WILLIAM
            (voice now to deep)
        How about Stillwater?

                    BEN
        Crazy.  New album... their third...  
        starting to do something.

Ben shuffles through papers, looking for a tour itinerary on  
his promotional-material laden-desk, automatically plotting  
the piece aloud.

                    BEN (cont'd)
            (pleasant, terse)
        Stillwater.  Hard-working band makes   
        good.  Get 'em to respond to the critics  
        who dismissed the first two albums as  
        workmanlike. Guitarist is the clear star 
        of the band.  Crazy.  Let's do three-  
        thousand words.  You'll catch up to them  
        on the road.  We'll set up billing --  
        don't let the band pay for anything.

                    WILLIAM
            (affecting casualness)
        Sounds good.

                    BEN
        We can only pay -- lemme see, three-  
        thousand words -- seven hundred dollars.

The kid's eyes widen.

                    BEN (cont'd)
        Alright, a grand.   What's your 
        background?  You a journalism major?

                    WILLIAM
            (deeply)
        Yes.

                    BEN
        What college --

INT. ELAINE'S HOUSE -- CONTINUOUS

Elaine now gets on the extension.

                    ELAINE
        Honey, I need you to do that thing   
        that fixes the garbage disposal --

She hangs up.

INT. WILLIAM'S BEDROOM -- CONTINUOUS

The kid is paralyzed.

                    BEN
        Well, I know how my lady gets when I 
        don't Snap to it -

                    WILLIAM
        Crazy.

                    BEN
        Crazy!  I'll let you go.  Call me at  
        the San Francisco office tomorrow.

44    INT. LESTER BANGS HOME -- LATE NIGHT                          44 

The great Lester Bangs stands in the promotional album-clogged   
bedroom of his Birmingham, Michigan, home/office at Creem 
Magazine.  There is nothing in frame that does not deal with 
music.  In the background, a scratchy and chaotic Coltrane  
record.

                    LESTER BANGS
        Beware Rolling Stone Magazine.  They 
        will change your story, they'll re-   
        write it and turn it into swill.   
        Beware!!

                    WILLIAM
        But besides that, what would be wrong 
        with it?

                    LESTER BANGS
            (laughs, entertained)
        You have starry eyes, my friend.
            (beat)
        Look.  Do the story.  It's a good break  
        for ya.  But remember this --

The kid listens intently, and makes notes.

                    LESTER BANGS (cont'd)
        ... don't do it to make friends with  
        people who are trying to use you to  
        further the big business desire to  
        glorify worthless rock stars like 
        Stillwater.  And don't let those swill 
        merchants re-write you.

                    WILLIAM
            (still copying)
        ... swill merchants...

                    LESTER BANGS
        Now.  What are you listening to?

45    EXT. TEACHER'S LOUNGE -- DAY                                  45 

William knocks on the teacher's lounge door.  A Teacher answers, 
protective of their sanctuary.

                    WILLIAM
            (urgently)
        I need to talk to Mrs. Deegan, from  
        Journalism.

Mrs. Deegan appears in the doorway.

46    EXT. WILLIAM'S HOME -- LATE AFTERNOON                         46 

The sun is still shining.  It's late afternoon, as Elaine Miller 
exits her car and arrives home.  She sees a few extra cars in   
the driveway, is immediately suspicious.

47    INT. LIVING ROOM -- LATE AFTERNOON                            47 

Elaine arrives to find William, Mrs. Deegan and Darryl awaiting 
her in the living room.  It's a 1973-style intervention.  They  
wear sunny, compassionate smiles.

                    ELAINE
        Whatever it is, the answer is no.

                    MRS. DEEGAN
        Elaine, we need to talk to you.   
        Nothing is wrong.  I am a teacher.  
        You're a teacher.  We speak the same 
        language.

Mom sits down.  She is fully engaged and worried, her natural 
state.

                    MRS. DEEGAN (cont'd)
        Now I'm not a jump-up-and-down person, 
        but something wondrous has happened to 
        William.  And you have every reason to   
        be happy...
            (knows her)
        ... and calm.

Carefully gauging Elaine's face, the teacher continues.

                    MRS. DEEGAN (cont'd)
        William has been gifted with a shining  
        opportunity in the world of journalism.  
        Through a love of music, and at an 
        oddly-young age, he has received a major 
        assignment from a national publication 
        called Rolling Stone Magazine.

Mrs. Deegan produces a copy, and places it on Elaine's lap.   
It sits there like the plague.

                    MRS. DEEGAN (cont'd)
        Now you are rather famously not a fan  
        of rock music, but such are the ironies  
        of life, that happens to be the very   
        topic of William's assignment -
            (cheerfully)
        - rock music.  A band.

                    ELAINE
            (warily, to Darryl)
        Honey, what are you doing here?

                    DARRYL
        Moral support.

Mom looks evenly at her son, seated opposite her in this small  
living room.

                    ELAINE
        What's involved?

                    MRS. DEEGAN
        Well.  It's a great opportunity.  He'll  
        be well-paid, and published nationally --
            (quickly)
        -- and he'll go on tour with a rock   
        band for four days.  No small planes...  
        he travels on a bus.

                    ELAINE
        Is it time for me to say something?

                    MRS. DEEGAN
        Sure.

                    ELAINE
        No.

                    MRS. DEEGAN
        And in anticipation of that response -

                    ELAINE
        No.

                    MRS. DEEGAN
        -- William has prepared --

                    ELAINE
            (rueful)
        "Lo, that which I have feared has come   
        upon me."

                    WILLIAM
            (lightening fast)
        "He who jealously guards his fears, 
        quietly yearns to bring them about!"

Mrs. Deegan admires their high-strung intellectual parrying, 
makes an impressed noise.

                    ELAINE
            (with compassion)
        No.  I have raised him to be an honor  
        student, which he is.  We have agreed  
        on all our goals.  We raised him to be  
        a lawyer, we moved here to be near the  
        finest law school in the West.  Plus,  
        he has finals coming up, and in one  
        week he graduates with all his friends 
        -

                    DARRYL
        He's got no friends!!

                    WILLIAM
        Darryl.  Please.

Nearby, having anticipated all of the above, William nods to  
Mrs. Deegan, and stands.

                    MRS. DEEGAN
        Elaine, may I present to you... your  
        own son.

William takes a lawyerly stroll, turns to face his mom.

                    WILLIAM
        Lady of the Jury.
            (beat)
        I wish to disprove the prevailing false 
        belief that rock music is based on drugs 
        and sex.  True, perhaps at one time... 
        but rock music is different now.  It is 
        now performed by hard-working 
        intellectuals, with... with blazing 
        intellectual pursuits, and I am going to 
        play for you a piece of music designed 
        to show you that my thesis is correct.

                    ELAINE
        This is going to be hell.

Across the room, Darryl takes his position near the stereo.

                    WILLIAM
        The song is based on the literature of  
        Tolkien...  and it's mystical attempt   
        to elevate humanity has been successful  
        throughout the world...  this song   
        will change your life.

Mom stifles a cough.  William nods to Darryl, who reverentially  
drops the needle with a thud.  Mom is trapped, as we listen to 
silent static... and then... the opening notes of Led Zeppelin's 
"Stairway to Heaven."  William gives his Mother the album 
cover's inner-sleeve with lyrics.

                    WILLIAM (cont'd)
        We ask you only to listen.

Camera passes across their serious and expectant faces.  The 
intro in not short.  We listen, just watching their faces, as 
Elaine becomes increasingly impatient.

        ELAINE                        WILLIAM
When is it going to start -   Soon.

Immediately, overlapping, the vocal begins.  ("There's a lady  
who's sure all that glitters is gold.")

                                              DISSOLVE TO:

48    SUN MOVING SLOWLY ACROSS THE SKY                              48 

Sprinklers click across the lawns.  ("... and it makes me   
wonder... ")

49    INT. LIVING ROOM -- AFTERNOON                                 49 

Mom adjust herself in the chair, listens politely, checks her  
watch.  She looks at William.

50    EXT. HOME - AFTERNOON                                         50 

Sprinklers continue.  ("If there's a bustle in your hedgerow... 
")

51    INT. LIVING ROOM -- AFTERNOON                                 51 

Mom listens fitfully.  The song continues.

                                              DISSOLVE TO:

52    EXT. HOUSE -- STILL LATER AFTERNOON                           52 

Sprinklers shut off.  Music is now blasting.  ("To be a rock, 
and not to roll... ")

53    INT. LIVING ROOM - LATER AFTERNOON                            53 

Mom's face remains stoic to the bitter end.  ("... and she's  
buying the Stairway to Heaven.")  The song ends.  Silence.  
All look to Elaine.  They wait on her response.  We hear the  
turntable arm return to its cradle.

                    ELAINE
        What am I supposed to say?   You say 
        it's Tolkien, fine.  They sound like 
        nice kids.  Is it meant to elevate 
        humanity?  "Sure, let's elevate 
        humanity.  After we sell you drugs and 
        sex."  All I have is my honesty.  That's 
        what I believe, and that's what I know.
            (flipping through magazine)
        Oh.  Here's a nice ad.

She holds up the magazine.  And ad reads, in large bold type: 
BUY THIS FUCKING ALBUM.

                    ELAINE (cont'd)
        You've clearly ganged up on me, and I 
        still say no.  No no no no no no no.

She shuts her eyes, and blurts out something against her better 
judgement.

                    ELAINE (cont'd)
        NO MORE THAN FOUR DAYS AND I WANT A  
        PHONE NUMBER FOR WHERE YOU ARE EVERY 
        MINUTE AND I WANT YOU TO CALL ME TWICE  
        A DAY AND YOU'D BETTER NOT MISS ONE  
        TEST - AND NO DRUGS.

William nods gratefully, and exits frame.  Hold on the empty 
chair, as drums herald the beginning of the Allman Brothers 
Band's "Trouble No More" from Live at Fillmore East.

SHOT MOVES IN ON ELAINE

who feels a very particular kind of loneliness.  It's the 
loneliness she got married, and then raised a family, to escape.

54    INT. STILLWATER TOUR BUS -- DAY                               54 

An empty Heineken beer bottle rolls up and down the aisle, 
taking us to William.  William picks up the bottle and places   
it in the seat back pocket in front of him.  He has joined the  
circus, and the feeling of being here is a lot more lonely and  
forbidding than he expected.  The bus struggles to make it up  
the hill, back rows shuddering loudly, as music continues.

                    DICK
        C'mon, Doris!  Darling Bus.  You can  
        make it!

55    EXT. NEVADA DESERT HIGHWAY -- DAY                             55 

The Stillwater Tour Bus rumbles down the desert highway.  The  
destination banner reads - ALMOST FAMOUS -- TOUR 73.  Music  
continues.

56    INT. BUS - DAY                                                56 

William strains for a look at Russell five rows up.  He plays   
slide guitar, working out a part.   Next to Russell is Penny 
Lane.  Penny raises an early-model Polaroid camera and - flash 
- takes a picture of a nearby sleeping Jeff Bebe.

                    PENNY
        Gotcha.

Jeff grumbles from the depths of a hangover.  Penny stuffs the 
shot in her pocket.  William watches, his private heart pounds.  
Polexia appears and sits next to him, noticing his shyness.

                    POLEXIA
        Do you have any pot?

                    WILLIAM
        No.  I'm a journalist.

                    POLEXIA
        Well, go do your job then.  You're on 
        the road, man.  It's all happening!  Get 
        in there.  Go talk to 'em!

Challenged, William rises and approaches Russell.  He fixes 
the charismatic guitarist in his sights. Shot takes him down  
the aisle to the jamming star guitarist.  He crouches in the  
aisle and talks to Russell who immediately seems moody.  His 
mood is in the air.

                    WILLIAM
            (very professional)
        Russell.   Do you think we might be  
        able to find some time to talk when we  
        get to Phoenix?  I want to interview 
        everyone separately... and I felt we'd  
        start with you and me.

Nearby, Jeff now listens in, feeling immediately jealous.

                    RUSSELL
        Absolutely.

Russell turns away.  The kid squats uncomfortably in the aisle,  
babbling on.

                    WILLIAM
        Because I've got a thing in a couple 
        days.

                    RUSSELL
        What.

                    WILLIAM
            (self-conscious)
        It's a... thing where... uhm... you go 
        there to graduate.  School.

                    RUSSELL
            (sharply)
        I never graduated.  And look what 
        happened.  You're here interviewing me.

Good point.  Laughs from everybody listening nearby.  It's a 
good line.  William makes a quick jot in his notebook.

                    RUSSELL (cont'd)
        No no no.  Don't put that in Rolling 
        Stone.  My bio says I graduated.  We'll 
        come up with something better later.   
        Just enjoy the ride.

Russell eyes the notebook suspiciously before turning away.  
Penny notices William's discomfort, laughing warmly, all while 
grabbing a Coke and giving one to nearby bassist Larry.

                    LARRY
        How did you know I was thirsty?

He didn't even realize he was thirsty, but he is.  He nods  
thanks to Penny, the perfect road companion for all.  And then 
Penny gives the other Coke, her Coke, to William.  He accepts  
it too, and starts back to his seat.  He's been blown off, and  
he knows it, but before he exits Penny grabs his arm and 
whispers in his ear:

                    PENNY
        I may need to stay in your room tonight.  
        Russell's in a bad mood.  He's very   
        Bob Dylan in Don't Look Back today.   
        He's trying to write.

William nods cooly -- they are comrades -- and returns to his  
seat.  A large joint passes in front of him, across him, to 
Polexia, as everyone cheers Doris the Bus rumbling up another 
hill.

                    POLEXIA
            (inhaling deeply)
        Want some?

                    WILLIAM
        No thanks.

A wall of pot smoke is exhaled, right into his face.  It   
surrounds him like a cloud.   The bus shudders, as Russell 
continues playing slide up ahead.

57    INT. WILLIAM'S LIVING ROOM - NIGHT                            57 

Elaine sits in her living room, filled with her books.  Large 
Department store photos of her children on the wall.  She feels 
her own loneliness, and his too, as she dials a phone number.

                    ELAINE
        Has William Miller arrived yet?  He  
        hasn't.  Could you give him a message  
        as soon as you see him? -

58    INT. BUS -- NIGHT                                             58 

Several hours later on this ride.  Outside, night and desert.  
Inside, a few cigarettes, a joint of two glow in the darkness  
of the bus.  The end of the Led Zeppelin classic "Whole Lotta  
Love" plays from the bus stereo, full blast.  Everybody is   
free and anonymous in the dark.  They sing at full-volume.  
William looks out the window in wonder.

                    ZEPPELIN/ALL
        "Way down inside... (woman)
        woman...  you need... "

The ten-ton guitar chord of Jimmy Page.

                    ZEPPELIN/ALL (cont'd)
        "Loooooooooooooooooooooooovvve... "

John Bonham's drums thunder through the bus, everybody still  
singing as they dip down into the city ahead, Phoenix.  William 
watches the living documentary around him.  He writes furiously  
in the green notebook, scribbling in the dark, trying to steady  
his writing on the bumpy bus.  Behind him, someone is beating 
along to the song on his seat.  He never want to leave this world.

59    INT. ARIZONA RAMADA INN LOBBY -- NIGHT                        59 

All enter the lobby like warriors, in a pack.  The hotel chairs 
are spotted with curious hangers-on, decked out and lounging.  
Dick is already stationed, as always, at the front desk.   The 
sad state of hotel service grates on a road dog like Dick.  He   
is forever teaching others their jobs.

                    DICK
        Jeff, Tony... Keys... keys... keys...  
        room list...
            (re: luggage, to hotel 
             bellman)
        If it doesn't have a number on it, it 
        ain't ours!

He gives key and a stack of messages to Russell, and turns to  
William who he makes feel more important.  Penny is nearby with 
her suitcase and tackle box purse.  William watches Russell's  
guitars whisked away - they are luggage-numbered 1, 3, and 4.

                    DICK (cont'd)
        The Enemy!  Here you go, here's the key to 
        your palatial suite, room list, plus let me 
        give you a luggage tag.  You're Number 42.

                    CLERK
        Is this Mr. Miller?  You have a message 
        from Elaine.

                    WILLIAM
        Thanks.

                    CLERK
            (confidentially)
        She's a handful.

                    WILLIAM
        I know.

William cooly takes the folded message, doesn't look at it,   
and tries to pretend this embarrassing moment didn't happen. 
Jeff exchanges a look with Russell.  Nearby, the walking 
commotion arrives, clacking through the lobby.  It's Sapphire.  
Last night's clothes are now today's.  She holds a travel case, 
and hanger with some odd blouses.

                    SAPPHIRE
        Finally, you're here!!  They kicked me  
        out of my room!  Fuck Ozzy!

She hugs Penny Lane.  Estrella appears, happy to have help  
with Sapphire.

ON RUSSELL

who approaches William.

                    RUSSELL
        Come by in a few minutes.  We'll do    
        the interview.

The kid exits and goes to join Penny, who is still comforting 
Sapphire.  Russell looks through his messages.  The guitar, 
now in a case, never leaves his hand.  Jeff Bebe approaches, 
regarding William standing with Penny and the girls.  Intrigue 
is swirling in the lobby.

                    JEFF
        I'm worried, man.

                    RUSSELL
        Naw, we can trust him.  He's a fan.

                    JEFF
        But it's Rolling Stone.  He looks 
        harmless, but he does represent the 
        magazine that trashed Eric Clapton, 
        broke up Cream, ripped Led Zeppelin,  
        and wrote that lame story about the 
        Allman Brothers Band that bummed Duane 
        out before he died.  Don't forget the 
        Rules.  This little shit is the Enemy.  
        He writes what he sees.
            (beat)
        But it would be cool to be on the cover.

                    RUSSELL
        Leave it to me.  We'll get a good story.

                    JEFF
        Plus our girlfriends read this magazine 
        and -
            (looking at Band-aids)
        -- you know.

                    RUSSELL
        You made your point.  I'll take to   
        him.

ON WILLIAM BY ELEVATOR

Penny speaks confidentially to him.  If she is slightly bossy, 
it is only because she's good at logistics, emotional and 
otherwise.

                    PENNY
        Can Sapphire stay in your room tonight?  
        She had a big fight with Ozzy, and 
        Polexia's not working out with Jeff 
        Bebe.
            (to Sapphire and Polexia)
        You just have to remember... these   
        guys are jealous, insecure, talented, 
        egocentric, and manipulative geniuses... 
        they're lead-singers.   They can say   
        "I love you" to 20,000 people... but  
        any fewer is a real problem.
            (girls nod, comforted, she 
             continues to the kid)
        Jeff Bebe has so much jealousy over 
        Russell that he can't express.  Plus,  
        he never slept last night.   You keep 
        Sapphire and I'll stay with Russell.

William covers his disappointment over losing Penny as a 
roommate.  Cooly:

                    WILLIAM
        Sure.  I'll take her.

                    POLEXIA
        Me too?

                    WILLIAM
        Sure.

Estrella arrives with travel bag, equally homeless, looking 
hopeful.

                    WILLIAM (cont'd)
        If there's room -

Penny squeezes him.  He feels cool... but the girl he really 
wanted to stay in his room now joins Russell, disappearing  
into the elevator.  He looks down at the message in his hand, 
and opens it.

It reads: DON'T TAKE DRUGS!  He snaps it closed quickly, before 
anyone can see.

59A   IN. RUSSELL's ROOM -- NIGHT                                  59A

Russell plays acoustic guitar, a notebook cradled on his lap.  
Trying to write.  It's coming slowly.  Shot moves off him,  
past a flickering television, onto Penny who silently and  
intently watches Russell as if he's a rare and beautiful bird.  
He looks over at her - she turns away quickly.  He goes back   
to work.  Tries to catch her watching him again.  She turns 
away just in time.

60    INT. WILLIAM'S HOTEL ROOM -- NIGHT                            60 

Stillwater's "Fever Dog" plays from the t.v. radio.   William 
on the bed, a thick local phone book on his lap.  His hotel  
room.  He watches self-consciously as the girls go about the  
ritual of inhabiting a room on the road.  Sapphire flutters a  
paisley scarf over the room lamp.  Polexia puts a towel along  
the crack of the door, blows out the glowing embers on too-  
many sticks of incense, and moves to the phone.  Estrella has   
joined them as well, complete with a bag full of shoes.  
Instantly, we have atmosphere and not much room left in this,  
the smallest room in the hotel.   William thumbs through the  
phone book with fascination.

                    WILLIAM
        All these people.
            (wondrous, off phone book)
        And they all live in Phoenix.

                    POLEXIA
            (on phone)
        Hi Dad!!  I can't talk long!  I'm here in 
        Paris.  I'm staying in another Youth Hostel 
        with no phone and no address for mail!!

                    WILLIAM
             (still wondrous, from phone 
              book)
        Alex.  Lowbatz.

                    SAPPHIRE
            (emerging from bathroom)
        I was the one who told him what to  
        tattoo on his fingers, I was the one  
        who made his shirts... I was there   
        when his wife left him.

                    WILLIAM
        Charles.  C.  Swoop.

                    POLEXIA
            (on phone)
        I CAN SEE THE EIFFELL TOWER.  DO YOU  
        KNOW THERE ARE 578 STEPS TO THE TOP?

She's reading from a European tour book.

                    WILLIAM
        Paul and Debbie Finger.

                    ESTRELLA
            (looking out window)
        Oh my God.  Simon Kirke of Bad Company  
        is by the pool.

The girls mobilize by the window.  William is increasingly  
aware that he is an outsider in his own tiny room.  He tries   
to organize his stuff in the corner.

                    POLEXIA
        I GOTTA GO!  I'LL CALL FROM ROME!

                    ESTRELLA
        Is anybody here as worried about Penny 
        and Russell as I am?

                    POLEXIA
            (the perfect daughter)
        AND HAPPY BIRTHDAY TO MAGGIE!!         
        I LOVE YOU!!

She winks at William, who looks away.

                    SAPPHIRE
            (to Polexia and William)
        Ooo, watch out - whoever you look at  
        when you say that - that's who you 
        really mean.

Polexia hands up and throws a pillow at Sapphire,  the kid 
watches these girls like a tennis match.

60A   IN. PENNY AND RUSSELL'S ROOM - SAME TIME                     60A

Russell puts down his guitar.

                    RUSSELL
        You know.  We should talk about what   
        we don't talk about.

                    PENNY
        We don't have to.

                    RUSSELL
        No, I - I went to Catholic school.  I 
        believe in guilt and... you know, if   
        there's any to be had, I pretty much  
        want to roll around in it.

                    PENNY
        I don't believe in attachments.  No 
        boundaries.  Just the music.

                    RUSSELL
        I'm just saying, it's okay to talk  
        about it.

Penny stands and turns.  She speaks the word.

                    PENNY
        Leslie.

Russell nods.  The name is out in the open.

                    PENNY (cont'd)
        Leslie.  Leslie.  Leslie.  Leslie.  
        Leslie.  Leslie.  Leslie.  Leslie.

                    RUSSELL
            (somehow satisfied)
        Alright - now we're talking.

But she continues, saying the name in a multitude of different  
ways, in different accents, and with different degrees of   
indifference and passion and lust and play-acting and mock-  
drama.

PUSH IN ON HIS FACE

As he listens and studies this ethereal creature for meaning.   
Is she mocking him?   In love with him?  Taunting him?  Seducing 
him?

                    PENNY
        Leslie.  Leslie.  Leslie.  Lesssssslie.  
        Leslie.  Leslie.  Leslie.  Leslie. 
        Leslie.  Leslie.  Leslie.  Leslie.  
        LESlie.  Leslie...

She continues saying it until it no longer has meaning.  And 
finally she sits next to him.

                    PENNY (cont'd)
            (beat)
        Now.  Have I helped you get that off 
        your chest?

They kiss.

60B   INT. WILLIAM'S HOTEL ROOM - SAME TIME                         60B

The girls continue their settling-in process.

                    SAPPHIRE
        Opie, can I order room service?

The nickname "Opie" re-opens a nagging wound.  Polexia hangs 
up, and begins to dial again.

                    WILLIAM
        Okay.  You guys.  Wait.   Put down the 
        phone, Polexia.
            (she does, sadly)
        First, this is my room...

                    SAPPHIRE
        Come on, you're a fan like us.  You're 
        on our side of the line.

                    WILLIAM
        Second.  I'm not Opie.  Alright?  Opie 
        is a little boy.  I'm here to do a   
        job.  I am a professional.

                    ESTRELLA
            (flipping luggage tag)
        Ooooooo, sorry, Mr. 42.

                    WILLIAM
        Third!
            (has their attention now)
        ... this phone is a big, big deal.  In 
        a minute, I have to go interview 
        Russell.  Do not answer this phone if it 
        rings.  I have family members with 
        severe anxiety Problems.  She will not 
        understand.

                    POLEXIA
            (wounded)
        But what if Ozzy calls Sapphire?   And   
        I gave Jimmy Page this number.

                    ESTRELLA
        Or a guy who looked like Jimmy Page.

William looks at their troubled faces, full of too much-longing 
and too much make-up.

                    WILLIAM
        Okay.   I have a solution.  Answer the 
        phone.  But if anyone without an English  
        accent is on the phone...
            (winging it)
        Just hang up.  Or say it's the wrong 
        room.

They nod.  It's a good plan.

61    EXT. HALLWAY -- NIGHT                                         61 

The hanging sign on the door reads: DO NOT DISTURB. William   
knocks on Russell's door. A maid pushes up against him with  
her cart, which now blocks the hallway.

                    WILLIAM
        SHOULD I COME BY LATER?

A group of golf conventioneers are now trapped behind the maid 
cart.  They ease past William as he negotiates with Russell  
through the door.

                    RUSSELL (O.S.)
         YES, I'M IN TOO TRUTHFUL A MOOD!

                    WILLIAM
        MAYBE THAT'S A GOOD THING!!

                    RUSSELL (O.S.)
        I'LL SEE YOU AT THE RADIO INTERVIEW 
        LATER!!  TEN-THIRTY IN THE LOBBY.

                    WILLIAM
        OKAY!

                    RUSSELL
        GO AWAY!

                    WILLIAM
        OKAY!

We hear Penny's giggle.  Then the door opens, and it's Penny   
looking ravishing.  In the background, Russell sits shirtless  
at the table.  He playfully pelts the kid with crumpled up   
wads of hotel stationery.

                    PENNY
        Don't worry.  Some to the radio 
        interview.

                    WILLIAM
        No, I'm fine.  I'll just interview   
        Jeff Bebe some more.

                    RUSSELL
            (as in "you're on of us")
        GO AWAY!

She shuts the door quickly.  It hurts a little.  He picks up   
the wadded pieces of paper, stuffs them in his pocket.  He   
leaves the door and helps himself to some soap and pencils and   
matches from the nearby maid's cart.  Then he returns to   
Russell's door.  He can't help but listen to the muffled sounds 
of laughter, just for a moment, escalating.  He flips the sign  
over: HOUSEKEEPING PLEASE ENTER - CLEAN ROOM.

62    INT. OUTER RADIO STATION - NIGHT                              62 

Humble Pie.  "Thirty Days in the Hole."  Russell and band enter 
the radio station, passing through the now-empty front office.   
As always, Russell sets the tone.  He's feeling good.    
Stillwater takes over -- they feel mighty, like the Beetles,    
as they climb across chairs, rearrange wall hangings and gold   
records  and head down the small hallway to the control room 
interview.  Rolling with the flow are William and Penny in her   
green coat.  He tries to distance himself from her -- still a 
little stung by the earlier hallway rebuff -- but she will    
have none of it.  She privately shares every great passing  
moment with him.  He tries not to succumb to these charms.    
It's hard.  Music segues to Stillwater's own "Fever Dog."

63    INT. RADIO CONTROL ROOM - NIGHT                               63 

Stillwater's own record spins, and it sounds good to everyone  
in this room.  Russell takes a seat near the open mike.  Jeff 
Bebe is quick to take the other seat, arranging himself to be 
just as close to the microphone as Russell.  William watches 
all as he sits at the dark back of this control booth.  
Stillwater sits with late-night progressive disc-jockey QUINCE 
ALLEN, 25.

Quince takes a long hit from a joint and does not pass it.    
The entire Stillwater band is now collected in the studio and  
ready for the interview.   William can't avoid looking at Penny 
Lane, who looks great tonight.  She catches him, and he barely 
looks away in time.  Polexia, newly reconciled with Jeff, 
notices.  The very mellow disc-jockey eases up to the 
microphone, as the finale of "Fever Dog" is just ending.

                    QUINCE ALLEN
        The guitar of Russell Hammond.   "Fever  
        Dog"...  The band is Stillwater.
            (beat)
        Watch with your mind as they 
        materialize.

Band members gets closer to the microphone, preparing to speak.  
Quince lowers his head, shutting his eyes and getting into the  
music as the song plays out.

64    INT. HOTEL ROOM -- NIGHT                                      64 

The phone rings.  Estrella answers.

                    ESTRELLA
        William's room.

INT. ROLLING STONE OFFICE -- NIGHT

Ben Fong-Torres is calling from Rolling Stone.

                    BEN
        Can I please speak to him?  This is   
        Ben Fong-Torres at Rolling Stone.

Estrella panics,  hangs up quickly, as if the phone has just  
caught fire.

                    ESTRELLA
        I think I just messed up!

65    INT. RADIO STATION -- NIGHT -- SAME TIME                      65 

Quince raises his head and continues on-the-air.  The same 
song is still ending.

                    QUINCE  
        Look at the dogs, wearing the funny  
        hats.  Juggling just for you.  Freaks   
        and family...

Penny shoots William a look.   Do you believe this guy?

                    QUINCE (cont'd)
        It's Quince, with Stillwater.  Here.   
        Live.  It's the Night Circus.

The band scoots closer to the microphone, ready to talk.  Quince 
continues, looking meaningfully at the band.  They are    
waiting... eager for a chance to speak.

                    QUINCE (cont'd)
        Every minute a baby is born somewhere..   
        Life.  Death.  Hermetically sealed   
        bags of human emotion.  Bags of love...   
        bags of kindness?
            (suddenly, turns)
        How'd you get together?

As Jeff eagerly speaks, Quince lowers his head and listens...   
feels... the words of his guests.

                    JEFF
        Well... not to get into a "me" thing...   
        this is Jeff talking... but I did start  
        the band, some time, actually, ago.    
        This is back when we were the Jeff   
        Bebe band, and I placed an ad in a 
        magazine called Peaches looking for a   
        guitarist and Russell Hammond answered.

Quince nods, head bowed, swaying slowly.

                    QUINCE
            (with deep understanding)
        Peaches.

Jeff watches Quince's head lower.  It's hard to know when to  
talk with Quince.  The depth of his mellowness is tough to get  
in rhythm with.

                    JEFF
        I think he was a gift from God,  
        actually.  Nobody plays like Russell 
        Hammond.

                    RUSSELL
            (sorta moved)
        Well, shit.  Thank you.

He instantly realizes he's slipped, on the air.

                    RUSSELL (cont'd)
        Ooops.  Better hit the delay button.

All eyes turn to Quince, whose head stays down, grooving to   
some inner beat.  He says nothing.  The band looks at each   
other.  We become increasingly aware that Quince may now be   
asleep.  Long silence.  William shares an amazed look with  
Penny.  Quince is definitely asleep.  Russell leans forward  
and continues talking quietly, with hilarious sincerity.

                    RUSSELL (cont'd)
        Okay - we're talking now, right?  Why   
        the fuck do you wait until and interview   
        in Arizona to say something nice about   
        me.  Why don't you say it to my fucking  
        face sometime?  Because I tell you   
        every time I think you nailed something.

                    JEFF
        Everybody pays you compliments.  It's   
        not my fucking job to kiss your fucking   
        ass all the time.

                    RUSSELL
        Well then who's fucking job is it?   
        Because my ass is dying for a kiss.   
        And I know yours is too.

                    DICK
        It's my fucking job.  You're all   
        geniuses.  And let me just add this   
        thought - smegma.

Penny covers her mouth as offers a look of absurdity to William.   
He offers one back, as laughs are stifled throughout the room.   
William shares a look.  Quince is still deeply asleep, as the   
usually quiet tony leans forward to speak.

                    TONY
        Feces.

He cracks himself up, silently.  Quince snaps awake, fully in- 
stride.

                    QUINCE
        The dong is called "Love Thing." Your 
        mind is Starting to take effect.   
        They're all here to see you swallow 
        fire.  You scream soundlessly...  on the 
        Night Circus.  It's Quince, with 
        Stillwater.

"Love Thing" takes over, as Quince swivels in the chair.

                    QUINCE (cont'd)
        I thought that went well.

66    INT. RENTAL CAR -- NIGHT                                      66 

Adrenalized laughter.  The whole band is crammed into a medium-  
sized rental car.  Penny half on William's lap, half on   
Russell's.

                    RUSSELL
            (to William)
        See, this is what nobody writes about!   
        The in-between times!   This!  Us!    
        Right now!!

67    INT. WILLIAM'S HOTEL ROOM                                     67 

The phone is ringing.  Estrella emerges from the bathroom with  
no make-up and a t-shirt.  She picks up the phone.  Across the  
room, Sapphire signs for room service.  Now she is far too   
made-up.  The t.v. radio plays Free's "Fire and Water" in the   
b.g.

                    ESTRELLA
            (suspiciously)
        Hello?

                                                 INTERCUT:

INT. WILLIAM'S HOUSE -- NIGHT

It's Mom on the phone.

                    ELAINE
            (measured, very proper)
        May I speak with William please?

                    ESTRELLA
            (cheerfully)
        He's not here.  I think he's in the    
        bar with the Band.  They just got back   
        from the radio station.  Is this Maryann   
        with the pot?

Silence.

                    ESTRELLA (cont'd)
        Hello?

                    ELAINE
        No this isn't Maryann with the pot.   
        This is Elaine... his Mother.

Estrella physically recoils.

                    ESTRELLA
            (cringing)
        I thought you were English.

                    ELAINE
        Could you please give him a message?   
        Could you tell him to call home  
        immediately?  And could you also tell  
        him -
            (at full power)
        I know what's going on.

                    ESTRELLA
        Alright.  Okay.  But I'm just going to   
        say this, and I'm going to stand by     
        it.
            (can't help herself)
        You should be really proud of him.    
        'Cause I know guys... and I'll bet you   
        do too.  And he respects women, and he   
        likes women, and let's just pause and  
        appreciate a man like that.   You   
        created him out of thin air, and you 
        raised him right, and we're all looking  
        out for him.  And that's more than   
        I've ever said to my own parents, so   
        there you go.
            (silence)
        This is the maid speaking, by the way.

68    INT. HOTEL LOBBY -- NIGHT                                     68 

Russell and William sit in two large red-leatherette seats in   
the hotel lobby.  William shuffles through many pages of  
questions written in small script.  His tape recorder microphone 
sits balanced on the chair.

                    WILLIAM
            (very professional)
        Now that you're starting to be 
        successful, you had twenty-six years    
        to write your first Album... and you'll  
        have maybe four months for the second.   
        Do you worry that the pressure of the   
        business will get in the way of the   
        original joy of making your music?  Or   
        -

Russell blinks.  The all-consuming issues of his life are right 
in front of him.

                    RUSSELL
        Whoa!
            (laughing)
        I need three more beers and my guitar   
        before I can answer that question.    
        Let's take a walk.

69    EXT. HOTEL POOL AREA - NIGHT                                  69 

Russell walks the outskirts of the pool area with William.   
William follows him through the sliding glass door to his room,  
facing the pool.  Russell grabs his guitar.  They stand for a   
moment, unheard by the others, and regard the living portrait  
twenty yards in front of them.  The off-limits after-hours   
pool area has been overtaken by the Stillwater tour members.   
Jeff Bebe sits in a chair nearby.  Dick laughs at a joke.   
Always the life of the party, Penny Lane dispenses stolen towels 
from a maid cart.  And she is the first to slip into the pool   
for some after-hours, against-the-rules swimming.  Effortlessly,  
she turns a collection of people into a party.  They regard    
her, well out of earshot of the others.

                    RUSSELL
        For a minute I thought you were actually  
        a real journalist... which is... you   
        know, it's great.
            (beat)
        Shut that thing off, and I'll tell you 
        the truth.

William shuts his tape recorder off.

                    WILLIAM
        It's off.

                    RUSSELL
        Look.  I trust you.  I'm going to lay  
        this right on you.  Just make us look 
        cool.

                    WILLIAM
        I will quote you warmly and accurately.

                    RUSSELL
        That's what I'm worried about.  See -  
        some of us have girlfriends back home.  
        Some of us have wives.  And... some of  
        the people you meet on the road are  
        really amazing people...

They both watch Penny Lane, sparkling, fresh from the pool.   
She places hotel furniture into the shallow end and inviting 
all, even other curious hotel guests, to join them in the pool.

                    RUSSELL (cont'd)
        Like you.  And some of the things that   
        happen are good for just a few people   
        to know about - as opposed to, say, a  
        million people.

Dawn is breaking for William.

                    WILLIAM
        Ohhhh.  Oh.  Yeah.

                    RUSSELL
        You know what I mean?

                    WILLIAM
        Right.  Yeah.

                    RUSSELL
        See, you're dangerous.  Most people   
        are just waiting to talk, but you   
        listen.

                    WILLIAM
        Right.  Right.

                    RUSSELL
        So your question you asked me.  I think 
        about It every fucking night.  The 
        "business."  I hate it!
            (quietly)
        I grew up with these guys, okay?  I  
        can't play all that I can play, I'm  
        past these musicians, do you understand?

                    WILLIAM
        I do.

                    RUSSELL
        The more popular we get, the more I    
        can't walk on them, the bigger their   
        houses get, the more pressure... you   
        forget, man.  You forget what it was 
        like to be real, to be a fan.  You can  
        hear it in a lot of bands who've been  
        successful - it doesn't sound like   
        music anymore.  It sounds like...    
        like lifestyle maintenance.
            (suddenly confessional)
        I used to be able to hear the sounds   
        of the world.  Everything, to me, used 
        to sound like music.  Everything.  Now   
        I don't hear it.   You know what I'm 
        trying to say?

                    WILLIAM
            (ruefully)
        Yeah.

                    RUSSELL
        Man, it feels good to say this stuff   
        out loud.  But what am I doing?  I'm 
        telling secrets to the one guy you   
        don't tell secrets to.

                    WILLIAM
            (feeling included)
        No, that's okay.  We'll do the interview  
        tomorrow.

                    RUSSELL
        This is good.  So there's the "friend" 
        and then there's the "interview guy."

                    WILLIAM
        Yeah.

                    RUSSELL
        So tonight it's "friend".... and when    
        we wake up tomorrow - "interview guy."   
        We'll figure it out as we go, buddy.

                    WILLIAM
        Hey - for whatever it's worth - you   
        guys are really good.

Russell laughs at the kid's easy naivete.  He hands his guitar 
to the kid, and joins the party.  William watches, part of the   
crowd... somehow feeling a little compromised.  He doesn't   
care.  Penny gestures for him to join them.

70    EXT. SUN STADIUM - AFTERNOON                                  70 

William interviews Larry in the seats of the empty arena.  On   
stage, Ed soundchecks his drums.

                    WILLIAM
        How would you describe your role in  
        Stillwater?  What is the chemical that   
        you add to the chemistry?

                    LARRY
        I'm the bass-player.

                    WILLIAM
            (pressing for some poetry)
        Right.  And when you take that away...  
        what would be missing?  Stylistically?  
        What chemical?

                    LARRY
            (not getting it)
        The bass?

Larry doesn't give him much.

71    EXT. SUN STADIUM - NIGHT                                      71 

It's raining.  The pre-show huddle breaks up, William a part    
of them.  Penny Lane adjusts Larry's look.  She takes the scarf 
from around his neck and ties it around his leg.  He looks   
instantly better.  William watches in the darkness as Dick   
takes the microphone.  The best part of his day has arrived.    
In his important voice:

                    DICK
        Good evening Phoenix.
            (applause)
        From Troy, Michigan.  Please welcome, 
        Stillwater.

Lights come up, as the band launches into "Fever Dog."   Jeff   
begins singing.  Russell reaches to adjust the microphone for   
a back-up vocal and is hit with something unexpected.

A sharp electrical shock.

It's just a slight pop in the loud din of music, but within a 
moment something is clearly wrong.  Russell holds onto the 
microphone stand with a surprised look, conducting high-voltage 
for two seconds and then he snaps his hand off the metal.  His  
face is white, he takes off his guitar and walks off-stage, 
collapsing a couple steps later.

72    EXT. BACKSTAGE -- NIGHT                                       72 

Dick is waving wildly for the band to board the bus, which has 
been pulled up into the backstage area.   He guides a sagging 
Russell, assisted by Penny Lane, into the bus.

                    DICK
        Get in, get in!!

William boards the bus, as the extremely agitated PROMOTER 
arrives to confront Dick.

                    PROMOTER
        Are you the manager of this band?

                    DICK
        That, and more.  Get in!

                    PROMOTER
        You didn't even play a full set!

Dick whirls and unleashes an anger we've not yet seen, gesturing 
with the silver briefcase that does not leave his hand.

                    DICK
        Your shoddy stage set-up almost killed 
        our guitarist!

                    PROMOTER
        You trashed the dressing room - you 
        didn't play your thirty-five minutes.  
        You didn't fulfill your contract -

                    DICK
        Everybody in!  Get in the bus!

                    PROMOTER
        I'll report you to every promoter in  
        the country!  I'm gonna talk to Frank 
        Barcelona!

                    DICK
        YOU DON'T FUCK WITH MY BAND'S SAFETY!

                    PROMOTER
        I hope you have a good lawyer.

                    DICK
        I AM A LAWYER!

He swings into the bus, as the bus revs.

                    PROMOTER
        LOCK THE GATE ON 'EM!

73    INT. BUS -- NIGHT                                             73 

Russell sits, pale, next to Penny at the front of the bus.  He  
examines his singed hand, shaking it a little to emphasize the  
positivity of her words.

                    PENNY
        Don't worry.  It's happened to all the 
        greats.  Thank God you didn't hold the 
        mike stand with both hands, you'd still 
        be holding it.  This is a good thing.   
        It's a good, good, good thing.

William sits nearby, watching Russell, making notes out of eye- 
sight of others.  The ever-wary Jeff, unseen by William, cranes 
to see that he's writing in his notebook.

Dick swings into the seat across from Russell.  The bus door 
shuts, as the promoter is still yelling.

Doris is slow to gain speed, as Estrella appears, running 
alongside.  She knocks on the window next to William.

                    ESTRELLA
        I forgot to tell you!  Your mom says   
        to call home immediately.  She says    
        she knows what's going on!
            (receding)
        See you guys in Topeka!  I'll catch a 
        ride with Sabbath!

William nods with embarrassment, waves to her, as the bus races 
toward the now closing gate.

                    DICK
            (casually, to Russell)
        Wanna buy a gate?

Before Russell can answer - BASH.  Doris barrels through the 
steel-gate, snapping it like a chopstick to great cheers inside 
this bus.

                    DICK (cont'd)
        You just bought a gate.
            (to the bus)
        C'mon Doris!!  Get us out of town!!

The bus struggles up a slight incline, everybody rooting for 
Doris, as she eases out of the parking lot and onto a 
thoroughfare.

                    WILLIAM
        What did it feel like to be 
        electrocuted?

                    RUSSELL
        It burns.  It feels like a dose of   
        lead shooting through your body... and 
        then you see God, and he says, "How   
        bad do you want to be legendary?" And  
        god damnit.  I let go.
            (shaky grin as all laugh 
             warmly)
        Rock and roll.

Jeff watches this charisma with thinly veiled envy.  The kid  
scribbles in his notebook.  We hear Led Zeppelin's "That's the 
Way."

74    INT. BUS - EARLY MORNING                                      74 

Song continues.  Almost everybody is asleep.  William takes    
the camera and snaps a Polaroid of a sleeping Penny.  She wakes 
up.

                    PENNY
        Give that to me.

She grabs for it, they have a brief play-fight.  He grabs some 
other Polaroids from her pocket.  He hustles to the back of  
the bus, pockets the photo, and settles down to watch the  
passing landscapes.  She chases him down the aisle.  Music 
continues as she sits down next to him.  Out the window, a 
long-distance running team of Girls keeps pace with the bus  
for a bit.  They wave.  Penny watches them over sunglasses, 
waves briefly to the real world.

                    PENNY (cont'd)
            (breathing heavy, owning 
             the world)
        When we go to Morocco, I think we should  
        wear completely different clothes, and   
        be completely different people.

                    WILLIAM
        What will our names be?

She snaps a Polaroid of a nearby sleeping Silent Ed, pockets  
the Polaroid.  She regards Russell up ahead, also sleeping.  
Her attention has already wandered from Morocco.

                    PENNY
        What do you think of Russell?

                    WILLIAM
        I like him.

                    PENNY
        You're coming to Cleveland, right?

                    WILLIAM
        Cleveland, Ohio?  Oh no no no.  I gotta 
        get my interview with Russell before 
        Greenville.  And you've got to help   
        me.  Okay?  Friends... remember?

Penny is still watching Russell.

                    PENNY
        You should give him a break.  There   
        are real problems in the band.   Off  
        the record.

Gravely noting the word "problems", the kid joins Penny in 
watching Russell, who is splayed haphazardly, sleeping 
restlessly up ahead.

                    WILLIAM
        What problems?

                    PENNY
        Okay.  I got it.  I think your name 
        should be Spencer, and mine will be 
        Jane.

                    WILLIAM
        I can't keep up with you.

                    PENNY
        No one can.

                    WILLIAM
        What's your real name?

She looks at him briefly.  She puts her arm around him.  It's 
intoxicating, but he doesn't quite know how to act.  With her 
free hand, she gestures with a hanger.  As they regard Russell 
sleeping nearby:

                    PENNY
        Here's the thing about Russell.  He's  
        my last project.  I only do this for a  
        very few people.  And I think we should  
        do it together - he is almost great.  
        We've got to take him there.  You and   
        me - we can do it.  Deal?  Because the  
        other guys are good - but he could be 
        great.  He's my last project.

He looks at her.  She imitates his face back to him.

                    PENNY (cont'd)
        It's all happening.

75    INT. TOPEKA ARENA BACKSTAGE -- NIGHT                          75 

William sits interviewing Silent Ed by some equipment cases.

                    WILLIAM
        What do you love about music?

Ed looks at him thoughtfully.  It is an eloquent moment.  He  
thinks.  He shrugs.  The kid tumbles with more questions.  
These interviews are not going well.

76    INT. BATHROOM - NIGHT                                         76 

William, looking concerned over the state of his interviews, 
walks into the backstage bathroom.  He makes a few surreptitious 
notes in his notebook before noticing that Jeff is standing 
there, clearly just finishing a quick hit of cocaine offered    
by a Local Hanger-On.  Seeing the kid, he immediately hides    
the coke spoon.

                    JEFF
        Hey.

                    WILLIAM
        Hey.

William pretends he sees nothing as he turns to the urinal,  
and shot stays on Jeff, who looks a little high and a little 
worried.

77    INT. BACKSTAGE PAY PHONE - NIGHT                              77 

William is on the pay phone with his Mother.  The show booms 
in the background.

                    WILLIAM
        I know.  I know.  I know.
            (beat)
        I know.  Mom.  Mom... Mom.

78    INT. STAGE - NIGHT                                            78 

Stillwater on-stage.  A great show.  Russell on fire.

79    INT. BACKSTAGE PAY PHONE - NIGHT                              79 

William on the phone.  Estrella leans on him, fixing her shoe.

                    WILLIAM
        Right now -- Topeka.  Then Greenville.  
        Then home.

He winces slightly, holds the phone away from his ear for a 
moment.

                    WILLIAM (cont'd)
        I'm sorry I didn't call yesterday!   
        It's not like you can just carry a  
        phone around with you.

80    INT. ELAINE'S SCHOOL OFFICE -- AFTERNOON                      80 

Mom sits in her school office, a miniature version of her home  
- a fortress in which she is surrounded by books.  The sun is 
going down.  She can't resist a sentimental moment.

                    ELAINE
        I guess I just miss you, and I don't 
        understand why I've driven both my   
        kids so far away from me.  By all   
        practical rules don't I get you for 
        three more years?

He is touched by her vulnerability, more visible now than ever, 
as music continues in b.g.

                    ELAINE (cont'd)
        Was I not fun?

81    INT. BACKSTAGE PAY PHONE -- NIGHT                             81 

William has his finger in his ear.  The din if Stillwater's    
set now blots out all other noise.  It is not the time to answer 
this question.

                    WILLIAM
        I missed the last thing you said.

Mom takes a pause.

                    ELAINE
        I LOVE YOU.

Penny now enters, watching.

                    WILLIAM
        WHAT?

                    ELAINE
            (angry, louder)
        I MISS YOU AND I LOVE YOU!

William now notices Penny standing nearby, picking at a salad  
from a paper dish.  Looking at her, he lets loose with what he 
believes is a private confession.

                    WILLIAM
        I LOVE YOU!!

Penny smiles knowingly, collecting his affection like another 
backstage pass, and turns away.  Camera stays on William.  He 
is suddenly and deeply embarrassed.  He's just told her that   
he loves her and she knows it.  He hangs up, traumatized.

82    INT. TOPEKA DRESSING ROOM -- NIGHT                            82 

Russell's hair is slicked with sweat from a show just finished. 
He is shirtless with a towel around his shoulders.   Luggage   
for the next city is stacked by the door.

                    RUSSELL
        Fire away.  I'm ready.  I'm on the  
        "You" Train.  Take me there.

The kid plugs in his microphone.  Russell listens as he springs 
his first question.

                    WILLIAM
        Do you have to be depressed to write a 
        sad song?  Do you have to be in love   
        to write a love song?  Is a song better  
        if it really happened to you?  Like,  
        "If You Say Nothing"... where did you 
        write that and how did it come about?

Russell admires the many questions.  Says nothing.  He looks   
at his hand, thinks.

                    RUSSELL
        When did you get so professional?

In the background, Penny Lane irons Silent Ed's shirt.   
Grinning, she cuffs his shoulder.  To the shirtless silent 
drummer, waiting for his shirt.

                    PENNY
        I'm almost done with my shirt.

Ed watches her appreciatively, drumming silently on a rubber  
pad.  Penny kisses Russell, who swings her onto his lap.  In  
the corner, Jeff watches them all with a vague feeling of being 
underappreciated.  And now Dick enters with a large cardboard 
box.

                    DICK
        Russell, your dad showed up again.    
        And on a lighter note.
            (importantly)
        Gentlemen.  Your first t-shirts have   
        arrived.

There is an immediate buzz in the room, as Dick yanks open the   
box filled with new white t-shirts.  He untangles the first fresh 
shirt, and displays it proudly.  A silent beat as all examine it - 
their first t-shirt.  Faces fall.  Ed stops drumming.  There has   
been a mistake.  It is a fuzzy band photo with the group name 
emblazoned below.  Only Russell, who stand out front, is colored- 
in and emphasized on the shirt.  He turns away, making a noise.   
Jeff stares at the t-shirt.  He's just about in tears.  There is  
a long silence and then... Ed resumes drumming on the rubber pad.

                    DICK (cont'd)
        It's the record company's mistake.    
        And they will pay.  Shirts gone, band 
        happy.

He drops the offending shirt into the trash, as if it were 
contaminated, and exits with the box.  William watches as the  
two men, Russell and Jeff, move to opposite sides of the room.  
Russell puts on a shirt, so does Jeff.  The vibe is thick.  
Russel turns to see Jeff staring at him.

                    RUSSELL
        Can we just skip the vibe and go 
        straight to us laughing about this?

                    JEFF
            (bitterly)
        Yeah.  Okay.

                    RUSSELL
            (trying for a joke)
        Because I can see by your face - you 
        want to get into this -

                    JEFF
        How can you tell?  I'm just one of the  
        out-of-focus guys.

                    RUSSELL
        Here we go.

William watches as Russell fishes the t-shirt out of the trash.

                    RUSSELL (cont'd)
        Here.  Take it.  You LOVE this shirt -   
        it lets you say everything you want to 
        say.

                    JEFF
        Well, it speaks pretty loudly to me.

                    RUSSELL
        It's a t-shirt.

Russell turns away.

                    JEFF
        I'm always gonna tell you the truth.

                    RUSSELL
        Are you doing coke again?

                    JEFF
        Oh yeah.  All the time.

The kid looks down.

                    JEFF (cont'd)
        This is big stuff, man.  From the very 
        beginning -- we said -- I'm the front   
        man and you're the guitarist with 
        mystique.  That's the dynamic we agreed    
        on -- Page, Plant... Mick, Keith.  But  
        somehow it's all turning around.  We   
        have got to control what's happening     
        to us.  There's a responsibility here -

                    RUSSELL
        Excuse me, but didn't we all get into 
        this to avoid responsibility?

                    JEFF
        Forgive me.
            (continuing, on shirt)
        But this is the slow-moving train of 
        compromise that will kill us.

Russell makes a disgusted noise.  Penny Lane exits discreetly, 
looking back at William.

                    JEFF (cont'd)
        I can't say anymore with a writer here.

                    RUSSELL
        You can trust him,  you can say whatever 
        you want.

                    JEFF
            (eyes suddenly moist)
        I works as hard or harder than anybody   
        on that stage.  You know what I do - I 
        connect.  I get people off.  I look   
        for the guy who isn't getting off, and   
        I make him get off.
            (beat)
        Actually, that you can print.
            (continues to Russell)
        And yet, why do I always end up feeling  
        like I'm a joke to you?  I feel nothing  
        but love for you.  We're a family.

He looks at the t-shirt and starts to cry.  Embarrassed, he   
grows angrier.

                    JEFF (cont'd)
        You want to pretend this isn't going   
        to be a very big band.  Well it is.  You 
        call yourself a leader of this band, but 
        your direction allowed the t-shirt, when 
        you allowed Dick to manage us, 'cause 
        he's your friend... don't you see?  The 
        t-shirt is everything.  It's everything.

                    RUSSELL
        Is it my turn?  Because I think we 
        should, for once, say what we really 
        mean.

                    JEFF
        Oh, this is the part where you quit -

                    RUSSELL
            (stiffening)
        Right.  I'm so predictable.

                    JEFF
        No  I gotta tell the truth -- I want  
        you to like me.  But sometimes I feel  
        like you collect people who love you  
        and then very skillfully... you make  
        them feel bad that they're not good   
        enough for you.

                    RUSSELL
        Stick to singing, brother, 'cause you  
        ain't gonna make it as a shrink.

                    JEFF
        Deal with it!  And let me just say   
        what nobody Else wants to say to you -

                    RUSSELL
        What?

                    JEFF
        Your looks have become a problem.

82A   EXT. BACKSTAGE - NIGHT                                      82A

Russell walks swiftly past a happy silver-haired man, who holds 
court with beer in hand.  He dresses too young for his age,   
late fifties.  He is DAD.

                    DAD
        Son!

                    RUSSELL
            (dutifully)
        Hello Harry.

Dad introduces a woman much younger, who eyes Russell hungrily.

                    DAD
        He got all the good genes, huh?  Meet 
        Deirdre.  We're getting married in   
        July.

83    EXT. ARENA -- NIGHT                                           83 

Russell walks fast outside the arena.  William hustles to catch 
up.  The two men walk in long silent strides in the cold night  
air, beyond the backstage area.  Fans begin to recognize and 
follow at a discreet distance.

                    WILLIAM
        You okay?  You alright?

Russell doesn't answer.

                    RUSSELL
            (resolute, wound up)
        From here on out, I'm only interested  
        in what's real.

The kid nods.  They walk.

                    RUSSELL (cont'd)
        Real feelings.  Real people.  That's  
        all I'm interested in...  From here on   
        out.  What is REAL?   You're real.

                    WILLIAM
        Thanks.

A wave of warmth comes over Russell.

                    RUSSELL
        You know, you know all about us and I  
        don't know shit about you.
            (struggling to be personal)
        What's your... your family like?  Tell 
        me.

                    WILLIAM
        Well, my dad died of a heart attack   
        and my sister believes that my Mom is   
        so intense that she might have   
        contributed to it.  Plus -

                    RUSSELL
            (immediately)
        Okay, that's good.  That's enough.

                    WILLIAM
        It's good to talk about it.  Really 
        good.

Russel now sees some hero worship in the kid's face, and it  
makes him nervous.

                    WILLIAM (cont'd)
        Hey, man, maybe we should go back.

                    RUSSELL
        If they want me, they can find me.

William turns and sees nobody following but fans.

                    WILLIAM
        So listen.  I have to go home tomorrow.   
        I know this is a bad time to finish   
        our interview.

                    RUSSELL
        Hey, man, you know what?  Write whatever  
        you want.  I trust you.

A big square Chevy van slows down.  A CONCERT-GOER hands his   
head out the window.

                    CONCERT-GOER
            (battle-cry)
        Woooooooooo!!!  You're Russel from  
        Stillwater!!

                    RUSSELL
        On my better days, yes.  I am "Woooooo,  
        Russell from Stillwater!"

                    CONCERT-GOER
        Wanna go to a party at my friend Aaron's 
        house?!  I know you're a big rock star,  
        but do you want to hang with some people 
        looking to have a good time?

Russel regards the van full of kids.  More fans crowding 
around.  The kid behind the wheel unknowingly says the magic 
words.

                    CONCERT-GOER (cont'd)
        We're just real Topeka people, man.

He has said the magic word.

A84   EXT. AARON'S PARTY - NIGHT                                   A84

Russell arrives at the party in the rural outskirts of Topeka.  
William nearby.

84    INT. AARON'S HOUSE -- NIGHT                                   84 

William watches as Russell slugs from a Jack Daniels bottle.   
They sit in the bedroom of a mindblown fan, 17 year-old AARON.  
He has long frizzy brown hair, tied in a spray behind him.  
Many from the neighborhood are now pouring into the home.

                    RUSSELL
            (eyes glowing)
        You.  Aaron.  Are what it's all about.  
        You are real.  Your room is real.    
        Your friends are real.  You are more   
        important than... than... all the silly 
        machinery.  And you know it!  In eleven 
        years it's gonna be 1984, man.  Think  
        about that!

                    AARON
        Wanna see me feed a mouse to my snake?

                    RUSSELL
        Yes.

                    KID # 1
        Can I have your belt?

                    RUSSELL
        Take it!

Russel whips off his belt, gives it to the fan.  A joint goes   
by, headed for Russell.  William intercepts it and passes it   
on.

                    RUSSELL (cont'd)
        Aaron?  Where's your bathroom?  I want  
        to live here. I want to eat your food, 
        and live in your city and fuckin rock  
        like I used to.  I want to learn 
        everything there is to know about your 
        city and your town.  And your way of 
        being real.
            (stunning realization)
        I used to be you.

                    AARON
        Down the hall by the washing machine.

                    RUSSELL
        What?

                    AARON
        The bathroom.

                    RUSSELL
        Okay.  Good to know.

Russell rises and squeezes past fans and heads down the hall.

85    INT. AARON'S HALLWAY - NIGHT                                  85 

William follows Russell protectively.

                    PASSING FAN # 1
        WOOOOOOO!!

A QUIET GIRL, 14, turns and watches Russell pass.  We linger 
on her face for just a moment, full of wonder.

                    WILLIAM
        We should probably head back sometime.

Russell ignores him.

                    PASSING FAN # 2
            (holding red cup)
        Watch out, there's acid in the beer  
        that's in the Red cups.

Russell looks at the cup in his own hand.  It's white.  Then,  
with his other hand, he grabs the red cup and drains it.  
William winces.  They move on.

                    RUSSELL
        Topeka.  Check it out.

Russell enters the bathroom.  William stands guard.  With a  
finger outstretched from each hand, he lectures the fans massing 
in the hallway.

                    WILLIAM
        Please don't give him any more acid.

86    INT. LIVING ROOM -- NIGHT -- TWENTY MINUTES LATER             86 

William watches as a wobbly Russell Hammond, in sunglasses  
now, goes through Aaron's record collection.  He places the  
albums over his face, like masks.

                    RUSSELL
        Faces.  Stones.  Sa-weet Baby James!!   
        None of these people are gonna be around  
        in twenty years!  Plastic begets 
        plastic!!   Black plastic.

Partygoers are strangely fascinated by the rock star in their  
living room.

                                                 INTERCUT:

87    INT. BACK BEDROOM -- NIGHT                                    87 

William waits anxiously to use the phone, keeping an eye on 
Russell.  Russell is now strangely twisting/dancing with four  
girls in the living room, as more cars arrive outside.

                    KID ON PHONE
        He's here right now!  Go ahead and put   
        it Out over the radio, tell people to   
        bring food And beer and chicks.  We're  
        at Rural Route # 4 -

                    WILLIAM
        No no.  Nope.  No.

William takes the phone and hangs up.  Keeping an eye on Russell 
in the next room, he dials from a tour itinerary sheet.

                    WILLIAM (cont'd)
        Dick Roswell, please?
            (beat)
        Dick!!  I got him!!  He's okay... I've  
        been Looking after him.  He's on acid,  
        though.  I can't Really tell.  How do  
        you know when it's "kicked in?"

88    EXT. AARON'S BACKYARD - NIGHT                                 88 

Russel stands on the jutting corner of the house rooftop.   
The unlit, unheated greenish family pool beckons to him below.  
It's kicked in.

                    RUSSELL
            (bellowing to the heavens)
        I AM A GOLDEN GOD!!

Russell cackles at the joke of it all.  William yells up from  
down below.

                    WILLIAM
        Hey Russell -

                    RUSSELL
        I AM A GOLDEN GOD!!

                    WILLIAM
        Don't jump, okay?

                    RUSSELL
        And you can tell Rolling Stone Magazine 
        my last words were -

He spreads his arms, and tries to think of last words.

                    RUSSELL (cont'd)
        -- I'm on drugs!!

The kids cheer.  William looks around, remains cool.  Yells 
upward in the cold night air.

                    WILLIAM
        I think we should work on those last 
        words.

                    RUSSELL
        Critic!!

                    WILLIAM
        No, I'm not -

                    RUSSELL
        Okay I got it.  I got it.  I got it.   
        I got it.   This is better.  Last words 
        -
            (spreads his arms, his 
             greatest realization)
        I DIG MUSIC!!

It gets a skimpy reaction from the partygoers.

                    RUSSELL (cont'd)
            (immediately)
        I'm on drugs!!

They applaud again.

                    WILLIAM
        Just come on down!!

                    RUSSELL
            (matter-of-fact)
        Okay.

He jumps from the roof into the cold, algaed water below.  He   
sinks immediately.  One kid jumps in, then another, then more.

Everybody wants to save Russell.

89    EXT. AARON'S NEIGHBORHOOD -- EARLY MORNING                    89 

It's getting lighter.  Cars line the street.  And now, finally  
turning the corner, is Doris the Bus.

90    INT. KITCHEN -- MORNING                                       90 

William watches the effects of personal charisma.  Wet   
partygoers surround Russell, bottle of Jack Daniels still in   
hand,  wrapped in towels.  Now a bond has passes between them,  
all of them.  Algae drips from the corner of Russell's face   
and neck.

                    RUSSELL
        Thanks for saving my life.  I won't   
        hold it against you.

Twenty different kids thank him for the opportunity.  ("Glad   
to do it," "Right on," "Damn straight.")

91    INT. LIVING ROOM/KITCHEN -- MORNING                           91 

Door opens.  Dick enters.  Finding the guitarist in the kitchen,  
he clicks into time-tested road-managerial maintenance.  Easing   
Russell out of his towel, slipping his own jacket around him,   
from Russell's hands.

                    DICK
            (privately)
        They've been crying for you like a  
        bunch of whimpering pussies --

                    RUSSELL
            (woozy)
        The band is over.  This is my family 
        now.

                    OTHERS
        Right on.  He's staying with us.

                    DICK
            (soothing)
        Definitely.  It's all over.  We'll   
        just ride on to Greenville, listen to   
        some great music, finish the tour, and   
        leave those ungrateful fools behind.    
        And then we'll come back here, where   
        you'll live.

                    RUSSELL
        I know what you're doing... and I like   
        it.
            (noticing William)
        Look at him.  He's taking notes with  
        his eyes.
            (beat, to Dick)
        How do we know he's not a cop?

William laughs painfully, as Russell moves in, eyes flaring   
with sudden paranoia.

                    RUSSELL (cont'd)
        He could be selling information!

                    DICK
            (to Russell)
        Easy.  He's your Guardian Angel.

Russell turns away.  William shrugs with style, but his  
lingering look is filled with hurt.  Dick guides Russell to   
the door, grabbing the kid and talking very directly to him as  
they move.

                    DICK (cont'd)
        Don't worry.  He only means half of   
        what he says.

                    WILLIAM
        Which half?

                    DICK
        Good question.

                    WILLIAM
            (very direct)
        I have a lot more.  Just help me get   
        my interview so I can go home from  
        Greenville.  I have to go home.
            (pulls him back)
        I have to go home.

                    DICK
        Hey.  You saved the tour.   That's   
        good enough for now.

Frustrated but feeling important, William hands him some of  
Russell's wet clothes. William deftly retrieves Russell's shoes  
and smoothly plucks the guitarist's sunglasses from the     
partygoer who also wears his belt.  They move to the door in a   
pack.  We hear the beginning of Elton John's "Tiny Dancer."    
Dick faces the crowd and addresses them in his "important"  
stage voice.

                    DICK (cont'd)
        Ladies and Gentlemen, the evening is    
        over!  We hope you've enjoyed   
        yourselves, and we'll See you again in   
        1974!!  Good evening!!

William gives Russell his sunglasses to face the sunlight.  
Russell stumbles out of the house to great cheers.  The Quiet   
Girl breaks free to catch Russell on the way out.

                    QUIET GIRL
        I'll never forget you.

Dick pats William's arm one more time -- good work.  They leave   
Aaron's house as legends.

92    INT. TOUR BUS -- MORNING - 5 AM                               92 

"Tiny Dancer" continues on the bus stereo.  Russell sits up 
front, swathed in a large robe, alone and silent.   The others   
have given him a wide berth.  He feels silly, and they know    
it, and he hates that they know it, which makes him feel 
foolish.  He sits silently.  William watches him from four 
rows back, next to Penny.  She kisses the top of his forehead, 
a hero's welcome. He yawns. The song's vocal begins.  There is   
only more silence.  Then, after a beat, we hear a voice or   
two, fighting the quiet and singing along.  Then others...   
waking up... joining in.  Then Jeff.  Russell hears them and 
starts to sing along too, louder now, without turning around.  
It's a voice everyone wants to hear.  Like it or not, this is   
his family.

                                                  FADE OUT

FADE IN:

93    EXT. HIGHWAY -- DAY                                           93 

Passing signs announce Greenville, North Carolina.

94    INT. LESTER BANGS BEDROOM - DAY                               94 

Lester on the phone.  He is paler than ever, in a room clogged  
with vinyl, happily listening to the MC5 in the background.

                    LESTER
        How's it going?

                                                 INTERCUT:

95    INT. WILLIAM'S HOTEL ROOM - DAY                               95 

It's a small wooden-walled hotel room in Greenville.  Polexia 
tries on clothes.  William barely notices as he talks to Lester 
on the phone.

                    WILLIAM
        Rolling Stone is calling me.  I don't   
        have my key interview.  I don't know 
        what to say.

                    LESTER BANGS
            (pacing, assembling thoughts 
             with his hands)
        You're flipping out.  That's good.   
        Alright.  This is how you blow their  
        minds.  He'll ask you - this is Ben  
        Fong-Torres, right? - he'll ask you   
        how the story's going.  Here's what    
        you do - let's fry his mind.  Tell him    
        "it's a think piece about a mid-level 
        band struggling with their own   
        limitations in the harsh face of 
        stardom."  Ha ha!!  This is fun!

William scrambles to make notes.

                    WILLIAM
            (madly copying)
        ... think... piece...

CLOSE ON WRITING

Longhand small script on yellow legal tablets.

96    INT. HOTEL BATHROOM -- NIGHT                                  96 

William sits in the tub, without water.  It's his makeshift  
office, he's surrounded with scraps of notepaper.  He writes  
savagely, and now, savagely throws it away.

97    INT. HOTEL BEDROOM -- NIGHT                                   97 

In the bedroom, Sapphire, Polexia and Penny watch The Midnight 
Special.  Sapphire looks at a room service menu.

                    SAPPHIRE
        It says the food is hearty and 
        adventurous.

                    POLEXIA
            (yawns)
        Greenville.  I'm bored.

Penny yawns too, it's catchy, and rises to visit the bathroom.

                    POLEXIA (cont'd)
        Hey let's deflower the kid.

Now Sapphire yawns, looks in her purse.

                    SAPPHIRE
        Who his the quaaludes from me?

98    INT. HOTEL BATHROOM -- NIGHT                                  98 

Penny enters to see William writing in the tub.  She sits on   
the toilet to pee.  Flustered:

                    WILLIAM
        Wait.  I'll leave.

He gets up, knocking his carefully organized notes onto the  
floor.  He is brimming with things to say.  More than he is 
even able to communicate.

                    WILLIAM (cont'd)
        You know, I think this is going   
        backwards for me.

                    PENNY
        Backwards?

                    WILLIAM
            (flustered)
        I don't know.  I just thought we could 
        hang out, maybe do some stuff back  
        home, regular stuff, get to know each   
        other better... and then I'd see you 
        pee.  I mean, that's the way I usually 
        do it.

                    PENNY
        You're one of us.  It's no big deal.

                    WILLIAM
        I'm not one of you.

                    PENNY
        Oh!  If you go to Cleveland, Bowie's  
        going to be there at Swingo's, the 
        greatest hotel in America.  I'll 
        introduce you to him, and his security  
        guy Dennis.

William stops at the door.

                    WILLIAM
        Don't you have any regular friends?

                    PENNY
        Famous people are just more interesting.

He looks at her.  Even sitting on the can, she's elegant and   
totally focused on him.

                    WILLIAM
            (carefully)
        Well, I would be worried that they   
        were using me.  And not that anybody's 
        using you, but -

She swoons a little, touched and moved.

                    PENNY
        Boy, if this was the real world and   
        some guy talked to me like that -

                    WILLIAM
        Let me finish.
            (continuing)
        I'm not famous.... but you could always    
        use me.   If anything happens.  And I 
        would never use you.  Even if I got   
        famous.  So you know, you always have   
        that from me... in the real world.  If   
        you ever have to go back there, for  
        anything.

She looks at him curiously, as the door blasts open.  Sapphire 
and Polexia head for William.

                    SAPPHIRE
        Your time has come.

                    WILLIAM
        Did he call?
            (realizes their intention)
        What are you -- stop it -- we're talking 
        here.

                    SAPPHIRE
        Pants him.  Opie must die.

They swarm him, dragging him kicking into the bedroom.

99    INT. HOTEL BEDROOM -- NIGHT                                   99 

Steely Dan, looking pale and somehow snappy, perform "Do It 
Again" on The Midnight Special.  The girls force William onto 
the bed, and envelope him.  Their sexuality is fun, untroubled. 
Shot moves past bodies crossing frame, onto William's face.

ANGLE ON PENNY

Across room, sitting and watching.

                    SAPPHIRE
        Just relax.  Take a vacation from 
        yourself.  Leave this to professionals.

Estrella and Polexia kiss each other playfully.  William looks 
confused.  Across the room, Penny laughs, turns up the TV, 
blows him a kiss.

Penny's eyes.  Across the room.

His eyes.

His sexual awakening may be downtime amusement for them, but   
to him it's an embarrassingly  intense moment he shares only 
with Penny Lane -- across the room.  She turns away, smiling, 
disappears into the next room.

ON STEELY DAN

On the television.

                                              DISSOLVE TO:

99A  INT. BEDROOM - NIGHT - TWENTY MINUTES LATER - HANDHELD       99A

Post-sex pajama party.  Sapphire, Estrella, and Polexia girltalk 
about their first rock and roll conquests.  Penny is conspicuous   
by her absence.  William is under the sheets, listening, feeling 
different, now a man and somehow one of the girls too.

                                              DISSOLVE TO:

100   INT. BEDROOOM -- NEXT MORNING                                 100 

William is awake.  Sunlight floods in from the corners of the   
window-shades.  He is surrounded by the fallen cavalry of the   
night before... Sapphire and Polexia.  The phone rings, and 
Sapphire instantly snaps it up, still asleep.  Lost in her   
dreams, she offers the sexiest hello ever.

                    SAPPHIRE
            (half-English accent)
        Hello.  Hi, Ben-Fong-Torres from Rolling 
        Stone.

William snatches the phone.

                    WILLIAM
            (lowers voice)
        Hello.

101   INT. BEN FONG-TORRES' KITCHEN -- SATURDAY MORNING             101 

Ben Fong-Torres is up bright and early.

                    BEN
        Hello William, this is your editor at --

He offers the name of the magazine with a swirl that implies 
high-level importance.

                    BEN (cont'd)
        Rolling Stone.  How's the story?

INT. GREENVILLE HOTEL ROOM -- CONTINUOUS

William snaps into his very professional tone of equally grave 
importance.

                    WILLIAM
        I'm getting good stuff out here.

                    BEN
        Sounds like it.

Next to him, Polexia yawns herself awake.

                    POLEXIA
        Man, I need some -

He clamps a hand over her mouth.

                    BEN
            (jocular but tough)
        Now listen.  Get it together.  We're 
        both professionals, I don't have to  
        tell you this.  You're not out there   
        to join the party -- we already have  
        one Hunter Thompson.  You're out there 
        to interview and Report.  You got me?   
        This isn't Creem Magazine, it's Rolling 
        Stone.  We need this story in four  
        days.  Now I want to know how it's 
        shaping up.

                    WILLIAM
        It's a think-piece about a mid-level 
        band grappling with their limitations   
        in the face of the harsh glare of    
        success.

                    BEN
            (pause)
        I like what we're saying.  Let me try   
        and get you a thousand more words.    
        It's in consideration for the cover,   
        but don't tell the band.

                    WILLIAM
            (conflicted)
        Crazy.

The kid hangs up, now shouldering even more pressure.  He 
unclamps Polexia's mouth.

                    POLEXIA
        - coffee.

                    SAPPHIRE
        Me too.  Greenville is so boring.
            (to William)
        Any other city in the world and you'd 
        still be a virgin.

                    WILLIAM
        I'm going out to find Russell.

                    SAPPHIRE
        Will you take the laundry?

                    WILLIAM
            (to the girls)
        What am I to you?  Tell me right now!   
        What. Am.  I.  To.  You.

102   INT. HOTEL HALLWAY - DAY                                      102 

Circles have sprouted up under William's eyes.  The orange bag   
strapped over his shoulder, he lugs a huge bag of laundry.  He   
consults room list.  A variety of noises and smells drift from  
the band rooms.  He sees Room Service arrive at Dick's door,    
and it's Estrella who opens the door.  (Dick in the 
background.)  She smiles sweetly to William -- good morning --  
as the door shuts.

                    WILLIAM
        Houdini... Houdini...

He arrives at Russell's door.  Two exclamation points have 
been Sharpie-markered to the words Do Not Disturb on the sign   
is gaffer-taped to his door.  He looks through the crack, at 
the bottom of the door.  Carefully and politely, he knocks.   
Instantly:

                    RUSSELL (O.S.)
        GO AWAY!

Pissed, the kid flips off the door.  He sits down on a chair 
directly across from the room.  Push in on William, who is 
more pent-up than ever.  He tries hard not to cry, taking 
gulps of air as a maid cart swishes past, revealing... he's 
failed.  He cries.

FADE UP FROM DARKNESS

A super-energized Russell Hammond looks into William's sleepy 
face.  William's eyes open.  His own sleepy face is evident in   
Russell's sunglasses.  The bag of laundry is still at his feet.

                    RUSSELL (cont'd)
        We'll do the interview in Cleveland!

                    WILLIAM
        No.  I can't.  You've got to help me.   
        I have to go home.

                    RUSSELL
        Come on man, we'll have more time there.  
        Don't be tense!!

He begins rubbing the kid's shoulders.  He's waking up.  There's 
Penny, also rubbing his shoulders.  It is degrading... and 
somehow cool too.

                    WILLIAM
            (to Penny)
        You said you'd help me.

                    PENNY
            (massaging)
        Come to Cleveland.

                    RUSSELL
            (massaging, hypnotically)
        Come to Cleveland... Come to 
        Cleveland...

                    WILLIAM
        I can't!!

                    RUSSELL
        Can we help it if we like having you 
        around!

William is a bundle of nerves and exhaustion now.  Embarrassed 
and frustrated.

                    RUSSELL (cont'd)
        Cleveland, my man.  You can't miss out  
        on the Rock Mecca of the midwest - 
        you're with us.  It's all happening!

                    PENNY
        Rock and roll!

                    WILLIAM
            (weary)
        Rock and roll.

We hear David Bowie's live version of "Waiting for the Man."

103   INT. HOTEL ROOM -- DAY                                        103 

They sit together, hair askew, in sunglasses, resting against 
the headboard.  Carefully, Russell identifies his thoughts.

                    RUSSELL
        I feel... like his parents.

Penny runs a worried hand through her hair.

                    PENNY
        I know.

                    RUSSELL
        I wonder how that happened.

                    PENNY
        You ever notice that all our sentences 
        begin with "I?"

                    RUSSELL
        I hadn't, no.

                    PENNY
        'Cause we should work on that.

He looks at her, plays the guitar a little.

104   EXT. HIGHWAY - NIGHT                                          104 

Night.  Doris rocks toward Cleveland on a muggy summer night.  
The windows of passing houses offer rich Edward Hopper glimpses 
of lives and people William will never meet.

105   INT. WILLIAM'S BUS BUNK - NIGHT                               105 

William watches from his bus bunk at the back, head on elbow.   
Looking up, he sees the rhythmic motion of bodies on the    
mattress above him, as music continues.

William gets up, nods hello to the Roadie and his Date on the 
bunk above.  He moves down the aisle... to the seats near the   
front.  A sleeping Russell sits upright, hugging his guitar.   
Penny asleep next to him, Polaroid in her hand of... Russell 
sleeping.  The kid moves on.  He sits with the Bus Driver, 
whose CB crackles with chatter from other tour buses headed to 
Cleveland.

ON THE FIRST SIGN - LATE NIGHT

Cleveland signs.  Music rises.  Heads pop awake.

                    RUSSELL
        Cleveland!

106   EXT. DOWNTOWN CLEVELAND - LATE NIGHT                          106 

Like a slow-moving shark, Doris pulls into empty downtown 
Cleveland.  The streets are empty.  They pass the Agoura   
Ballroom, where a man with a long stick arranges the letters 
Stillwater on the marquee.   Applause in the bus.

107   INT. SWINGO'S CELEBRITY INN - LATE NIGHT/EARLY MORNING        107 

Russell and band enter like warriors, in a pack.  William sags 
with the heavy bags in hand and over his shoulder.  Here, in  
the middle of the midwest, is an explosive rock mecca, just as  
promised.   The feeling of belonging invades all those in this  
lobby.  Fans and other touring rockers mingle together.   
Outside in the real world, everyone else is going to work.

                    FAN
        It's Bowie!

The lobby ignites, as William stands near Penny and Russell.  
Bowie races from a limousine through the lobby and into the  
elevators.  He is shrouded by a jacket.  Just the top of his 
electric red hair travels the lobby, as he's hustled by security 
man Dennis in the elevator.  And out of the chaos comes...

108   INT. HOTEL ROOM - DAY                                         108 

Jeff Bebe and Polexia smash against the wall of the Swingo's  
hotel room, making love.

109   INT. HOTEL ROOM - DAY                                         109 

Russell and Penny Lane smash against their own wall.

109A  INT. ARENA - NIGHT                                          109A

Dick squats at the front of the stage, and talks to a few fans  
in the front row of this crowd.

110   INT. BACKSTAGE CLEVELAND PAY PHONE - NIGHT                    110 

A wild Cleveland crowd in the building.  The cities on this  
tour are getting bigger, and so are the audiences.  And there  
is a whiff of business now too.  Men in satin tour jackets and  
some Disc-jockey types cruise the backstage.  A Hysterical Fan   
is led screaming to the nearby medic room.  Few even react -   
it's Cleveland - as the shot finds William, tired and yawning,  
on the backstage pay phone.  He is absolutely ready for the 
worst.

                    WILLIAM
        Hi Mom.  I'm in Cleveland.

He listens stoically.  Larry and Ed watch nearby.

                                                 INTERCUT:

INT. LIVING ROOM -- NIGHT  

Moms sits in silence.

                    WILLIAM (cont'd)
            (rehearsed)
        I'm fine! I'm fine!  I'm flying back on 
        Monday Morning.  I'll only miss one 
        test.  I'll make it up.

Russell listens in, holding his guitar, laughing.

                    RUSSELL
        Tell her you're a slave to the groove  
        - you can't help it!

                    WILLIAM
            (covers phone)
        No.

Russell grabs the phone, talks to the silent mother on the 
other end.

                    RUSSELL
        Hi Mom!  It's Russell Hammond, I play 
        guitar in Stillwater!   It's my fault.  
        How does it feel to be the mother of  
        the future of rock journalism?
            (beat)
        Hello?

Silence.   Penny passes and stands near William, smoothing her 
pass.  They watch a new pack of groupies prowl the road-crew.   
They are more glam, more trashy and less selective.  They glare 
insolently at Penny Lane.  This is the future.

                    RUSSELL (cont'd)
        You've got a great kid -- nothing to 
        worry about!  We're taking care of   
        him!  And you should come to a show  
        sometime!  Join the Circus!

                    ELAINE
        Listen to me.   Your charm does not  
        work on me.  I'm onto you.  Of course
        you like him.

                    RUSSELL
        Yes.

                    ELAINE
        He worships you people and that's fine  
        with you, as long as he helps make you 
        rich.

                    RUSSELL
            (a nerve is struck)
        Rich?  I don't think so -

                    ELAINE
        Listen to me.  He's a smart, good- 
        hearted, 15 year-old kid, with infinite 
        potential.

Russel looks over at the kid, eyes narrowing as he processes  
the truth.  He's 15?

                    ELAINE (cont'd)
        This is not some apron-wearing mother   
        you're talking to.  I know about your 
        Valhalla of Decadence, and I shouldn't  
        have let him go.  He is not ready for  
        your world of compromised values, and  
        diminished brain cells that you throw   
        away like confetti.  Am I speaking  
        clearly to you?

                    RUSSELL
        Yes, ma'am.

                    ELAINE
        If you break his spirit, harm him in  
        any way, keep him from his chosen 
        profession -- which is law, Something  
        you may not value but I do -- you will  
        meet the voice on the other end of   
        this telephone.  And it will not be   
        pretty.    Do we understand each other?

                    RUSSELL
        Yes... yes...

                    ELAINE
            (always the teacher)
        I didn't ask for this role, but I'll 
        play it.  Now go do your best.  "Be   
        bold and mighty forces will come to  
        your aide!"  Goethe said that.  It's   
        not too late for you to be a person of  
        substance.  Get my son home safely,   
        I'm glad we spoke.

She hangs up.  Russell hangs up, oddly affected and shook up.

                    WILLIAM
        Some people get her.  Some don't.

Russell is still recovering.  William feels embarrassed by his 
mother, once again.

111   ON THE HUDDLE                                                 111 

William with the band.  He yawns, as the band breaks.  Cleveland 
awaits.  We follow Dick, who guides the band onto the stage 
platform, still in darkness.  Already, stomping and applause    
is mounting.  Russell turns to William before taking the stage:

                    RUSSELL
        Your Mom kind of freaked me out.

                    WILLIAM
        She means well.

Still rattled, he takes the stage.  We see the unbridled  
enthusiasm of the faces on the front row.  A wave of cigarette  
lighters stretch out before them.

                    DICK
            (importantly)
        From Troy, Michigan...

Russell thwacks a couple chords.  Audience thunders.  He turns  
to other members, feeling chills.  It's in these moments that  
everything else disappears.  They bow and wave, still in   
darkness... each member seems to have his own fans.  Dick lets 
all this play out before finally adding...

                    DICK (cont'd)
        Would you please welcome to Cleveland...

More applause.  This is very very very very fun.

                    DICK (cont'd)
        Stillwater.

Lights come up.  A full blast of audience love hits them right   
in the face, as they begin "Fever Dog."  The band charges   
headlong into their set, as various fans are squeezed up out   
of the crowd and onto the stage.

HANDHELD ON RUSSELL

Who is in the middle of playing, as he smoothly whips off his 
guitar, and uses the instrument to send a Frenetic fan back 
into the crowd.  He slips back under the strap, laughing.   
More stage climbers spring up where that fan came from, and 
Russell now watches as Jeff Bebe dodges a fan and comes over   
to Russell to lean on him.  Russell turns to share the moment  
with Penny, dancing with arms in the air at the side of the 
stage.

112   INT. DRESSING ROOM -- NIGHT                                   112 

William in the dressing room, eyes red with exhaustion, finally 
interviewing Russell.  He holds the mike stoically.

                    WILLIAM
        So when you play a great show like 
        tonight...

Dick enters with great urgency.

                    DICK
        Okay.  I need everybody's attention.

The kid shuts his eyes.  He knew this would happen.

                    DICK (cont'd)
        Alright, well, the rumors are true.   
        The record company has sent a big-time 
        manager here to try and talk you into  
        replacing me.  His name is Dennis Hope.  
        I know you've all heard of him.  He's 
        got all the big bands.  He's right  
        outside.  He wants five minutes with  
        you right now.  I think we gotta do   
        it.

                    RUSSELL
            (pissed)
        Then bring him in.

William shuts off his tape recorder.

                    JEFF
            (arrogant)
        Bring him in!  We'll send him out on a 
        rail!

                    RUSSELL
            (to William)
        We'll finish on the way to Boston.    
        You can fly home from Boston.

William nods, exhausted, as Dick opens the door.  In walks a 
small general of a man in a baseball t-shirt, well-trimmed  
beard and bowl cut.  He holds the super-new Halliburton  
briefcase.  He is DENNIS HOPE, 25.  A man from the midwest, 
with a vision of the future of rock and roll.  Already in his   
head are all the things that will come to pass.  Higher ticket 
prices.  Merchandising deals.  Greater distribution and 
accounting of album sales.  He shrugs hello to the band.

                    DENNIS HOPE
            (completely unthreatening)
        Hi.

                    RUSSELL
        We already have a manager.  He's been 
        with us from the beginning.

Hope appreciates the lack of small talk.  He strides the room  
with the joyful enthusiasm of a kid who wants to build a fort.  
Russell watches, dismissive, holding his guitar.

                    DENNIS HOPE
        Respectfully.  We all have our roots.   
        I believe in bands holding onto their 
        roots.  But those roots need to be 
        augmented.  I'm gonna tell you the truth 
        - I may enrage some and enthrall others.  
        I don't really give a fuck.   Your 
        manager here needs a manager.  Example.  
        If you hadn't run out on the contract in 
        Phoenix, you could have sued over 
        Russell's hand... but you left, negating 
        the contract, forfeiting the deposit, 
        and you effectively traveled a long   
        way to pay that promoter... to   
        electrocute you.

Russell looks at his hand.

                    DENNIS HOPE (cont'd)
        We can all work together.  Your damages  
        have put you way into the hole for   
        this tour.  Right now you owe the record 
        company more than you've got.  But    
        your record's selling, there's money   
        to be made.  So I've brought a plane   
        in, we can add more shows to make-up  
        the difference.   Respectfully.

                    RUSSELL
            (immediately)
        We travel by bus.

                    JEFF
        Doris is the soul of this band!  That   
        bus has been our home since we were   
        the Jeff Bebe Band.

Dick watches his loyal band with admiration.

                    DENNIS   
        Hey man -- it's travel on a pogo stick   
        if I thought we'd make more money.    
        You can play more dates with a plane...

112A  INT. CLEVELAND ARENA - NIGHT - SAME TIME                    112A

Penny Lane stands on stage facing the empty arena.  The roadies 
have packed up and moved on. She is alone in the poetic and   
trash filled structure that was just hours ago filled with   
people.  (Behavior to come)

                                            INTERCUT WITH:

112B  INT. DRESSING ROOM -- NIGHT                                 112B

The band meeting continues.

                    RUSSELL
            (passionate)
        Hey man, it's not about the money!  It's 
        about Playing music, and turning people 
        on!

The band agrees.

                    DENNIS HOPE
            (delicately)
        Yes, of course.  Clearly.     
        Respectfully.   But on the distasteful  
        subject of money.  Just know.  You're 
        making it -- right now -- and it's all --

He gestures to infinity.

                    DENNIS HOPE (cont'd)
        -- out there.  I'm just talking about  
        bringing it --

Bringing his hand together in a fist, he returns it, close to  
his heart.

                    DENNIS HOPE (cont'd)
        -- back here.

The band looks at Dick, who manages not to be speechless.

                    DICK
        But why should we pay you for something  
        we can do ourselves?

                    DENNIS HOPE
            (immediately)
        Do you know how to keep from getting 
        charged for the ice below the 
        floorboards of Chicago Stadium?        
        Do you know how to do a headlining  
        tour, do you Claire Rothman at the   
        L.A. Forum?  Do you know Bobbi Cowan, 
        Lisa Robinson, Jim Ladd, Frank   
        Barcelona?
            (look around, amazed)
        This is Cleveland. Where's Kid Leo??
            (basics)
        Do you know how you get a record not 
        pressed but played?  Do you know?  I 
        didn't invent the rainy day, man.  I 
        just own the best umbrella.

He laughs.  It's fun.  Band members are now listening, curiously 
spellbound.

                    DENNIS HOPE (cont'd)
        Because as much as you may believe that  
        it will last forever, it does not last   
        forever... your biggest fan right now   
        soon they're going to go to college,   
        gonna wanna buy clothes, spend that money 
        some other way, and you know what?
            (the final insult)
        They'll tape your record from a friend's 
        copy.

Russell stops fingering his guitar.  Shot moves across the 
faces of the band members.  Pain.

                    DENNIS HOPE (cont'd)
        You've got to take what you can, when you 
        can, while you can.  And you've got to do 
        it now.  That's what the big boys do.

The band squirms, but listens.

                    DENNIS HOPE (cont'd)
        Because if you think Mick Jagger will 
        still be out there trying to be a rock 
        star at age fifty, you're sadly sadly 
        mistaken.

Now he's reaching them.  Their slackened roar-weary faces stare 
back at the young dynamo.

                    DICK
            (flustered)
        Yeah, well... we'll think about what  
        you said.

                    DENNIS HOPE
            (casually)
        No no.  You don't understand.  I'll 
        think about it.  I'm not auditioning.  
        I came here to decide whether I want   
        to represent you.  So I'll stand outside 
        for a moment, and think about whether    
        I want to stay.

He leaves the room with a pleasant shrug.  Stunned silence.  
William watches their body language.  No one wants to talk 
first.  Their faces read as -- who was that guy, and how can  
we talk him into staying?

113   INT. PLANE -- DAY                                             113 

William watches as the band stands inside the new plane.  Dennis 
Hope looks on.

                    RUSSELL
        This is not us.   This is too much.

He looks around for support.  Grim nodding faces.

                    RUSSELL (cont'd)
            (impressed at seat)
        This is too much.

William watches as Russell reclines.  Russell grabs Penny, and   
she falls into the seat next to him.   We hear the loud oncoming 
sound of the plane in flight, as Dennis cooly asks for Penny's   
seat.

                    DENNIS HOPE
        Do you mind?

114   EXT. PRIVATE AIRPORT -- DAY                                   114 

Doris the bus stays behind in the parking lot, abandoned near   
a field.  The new plane lifts off in the background, as the   
bus sits alone, as if crying steel tears.  Bus Banner reads   
simply: CLEVELAND.  Reprise ending of Whole Lotta Love.

115   INT. PLANE  NIGHT                                             115 

The girls sit on the jumper seats at the back of the plane, 
with William.

116   INT. BOSTON HOTEL ROOM HALLWAY -- DAY                         116 

William trudges the hallway with tape-recorder and notebook, 
trolling for Russell.   He passes Boston travelogue posters on  
the walls.  A few room doors are open, he looks for any sign   
of the guitarist.   William veers into Dick's room, where a   
poker game full of Roadies is in progress.  The room is thick  
with exotic smoke.   They are a bunch of road-hardened snobs, 
smoking cigars and other items, famous to themselves, listening 
not to rock and roll... but Sarah Vaughn.

                    WILLIAM
        Anyone seen Russell?

                    DICK
        The Enemy!

Door widens to reveal Russell.

                    RUSSELL
        Hey!  Welcome to the Road Crew Poker 
        Party.  This game's been going of for 
        two years.

                    DICK
        That's Mick - he's with The Who.  That's 
        John - with J. Geils.  And that's 
        Richard with the Eagles... and you know 
        The Wheel.

                    THE WHEEL
        Hey.

Grumbling roadies continue playing.  Like an old pro, the kid  
turns down a Cola-can hash-pipe.  This hand is down to Dick,  
and a roadie named REG from Humble Pie.

                    DICK
        Side proposition.  For fifty dollars  
        and a case of Heineken, I will put   
        into the pot... three Lovely Ladies,   
        Including the famous Penny Lane... the   
        Band-Aids, who need to exit our tour  
        before New York...

                    REG
        It's a deal.  Show 'em.

Dick lays down three tens.  Reg lays down three Kings.  Dick 
loses.

                    DICK
        Three Lovely Ladies... now in the 
        custody of Humble Pie.

                    REG
        Alright, so we owe you fifty dollars  
        and a case of Heineken.

Embarrassed, Russell notices the kids face.  He leans over,  
and speaks confidentially to him.

                    RUSSELL
        Look.  Nobody's feelings are getting 
        hurt here.  She already knows Leslie's  
        coming To New York tomorrow.  They all  
        understand.  This is the Circus.   
        Everybody's trying not to go home.   
        Nobody's saying goodbye.

                    WILLIAM
        No, I got it.

                    RUSSELL
        These are the Rules that come with  
        every electric Guitar and every 
        amplifier.  They're not just written 
        anywhere.  Rock and roll, brother.  No  
        attachments.  No boundaries.

But the kid feels bad, and Russell knows it.

                    RUSSELL (cont'd)
        Quit looking at me like that.

116A  INT. HALLWAY - AFTERNOON                                    116A

The kid is still stuck on the road.  He is in hell now.  
Wearily, with deep circles under his eyes, he shuts his eyes   
for a moment.  Another band is moving through.

                    SABBATH ROADIE
        Keep this hallway clear!

117   INT. BACKSTAGE TRAILER/DRESSING ROOM -- AFTERNOON             117 

William and Penny sit on opposite ends of a blue locker-room  
bench.  It's a small dressing room, crowded with roadies, 
guitars and men in stages of half-dress.  Piles of luggage  
headed for New York sit by the door.  The door suddenly opens  
and Dick arrives with champagne and a cake decorated with a  
sparkler.  It is placed in Penny's lap. It reads: Unforgettable 
Penny... Age Unknown.  Boston, 1973.   They gather now as the  
cake sits before a surprised and enchanted Penny Lane.

                    DICK
        Happy Birthday from us.

William watches her face as she reads the message on the cake.   
It hasn't sunk in yet.

Russell produces a piece of hotel stationery.  He reads a poem.

                    RUSSELL
        So Penny our friend has gained another year. 
        But long ago, she threw it in gear.       
        She rocked the south                      
        The East and West.                      
        Could you please get off this endless tour    
        Where we're Black Sabbath's fucking        
              special guest?

Laughter.

                    RUSSELL (cont'd)
        She says she's retired              
        Though we've heard that before.        
        She chose us...                       
        And in Penny Lane we trust             
        She is a fan of this band.           
        Much more so than us.

William watches her face.  Still enchanted, she hands out slices 
of the cake.

                    DENNIS HOPE
            (to the point)
        Sorry the plane isn't bigger.

It hits her.  She looks at William for a clue.  His truthful   
face does not look away.  Now she knows.  She turns to the    
others -- the plane isn't bigger?  Shot moves in on Penny as   
she blinks just a little, cutting into the cake, still mugging   
for everybody, covering it all with a layer of sweet giddy  
laughter.  Shot comes to rest behind her, her head turning to 
connect with band members.  Each of them look away, nobody    
maintaining eye contact with her except the one she now doesn't 
look at.  William.  She blows out the candles, vamping Marilyn 
Monroe-style, and sucks off the frosting seductively, to cheers.  
Russell watches, as we push in on Penny.  She notices all the 
luggage is gone, only her two cases remain by the door.

118   EXT. CONCORD PAVILLION BACKSTAGE -- EARLY MORNING             118 

William exits a backstage Portosan.  Penny catches him by the 
grilling area where catering is preparing for the outdoor event.  
Their laminated passes swing from around their necks.  Thuding  
in the distance, Stillwater plays for a cheering outdoor crowd.  
The sound of summer insects in the air.

                    PENNY
        So it wasn't a birthday party, it was  
        a farewell.

William doesn't answer.  He looks at her, blowing some hair 
out of her face.

                    PENNY (cont'd)
        You think you can fool me.  I read   
        you.  I know what you're thinking.

                    WILLIAM
        What's that?

                    PENNY
            (touched)
        You're worried about me and Russell.

                    WILLIAM
        Yeah.  I gotta work on that.

                    PENNY
        You're so sweet.  God -- if there was  
        more of you in him...

                    WILLIAM
        Don't tell me this stuff.  I want to  
        like him.

                    PENNY
            (concerned for him)
        Did you miss your test or something?

He shakes his head.  It's so beyond a test.

                    PENNY (cont'd)
        I know I'm not on the plane, and I'm   
        not going on some other band's bus.  I  
        mean, I could go with the Sabbath road  
        crew, but that would be pathetic.  The 
        girls are all going with Humble Pie.   
        If you could find out from Russell --

                    WILLIAM
            (quietly)
        Penny -

                    PENNY
            (a decision)
        Forget it.  I'm flying to New York 
        myself.  I have a bunch of partial 
        tickets.  I know his ex-wife, current 
        girlfriend's going to be there -

William's eyebrows rise.  She examines his face for clues.

                    WILLIAM
        -- I'm not sure that's a good idea.

                    PENNY
            (overlapping)
        What?  What are you saying?  What do  
        you know?  Did Russell say something?

                    WILLIAM
        I don't know anything.

                    PENNY
        I know he wants me there.  He gave me   
        a cake.  He wrote me that sweet poem.

                    WILLIAM
            (loud)
        Wake up!  Don't go to New York!

                    PENNY
        What are you telling me?

She looks so achingly beautiful to him.

                    WILLIAM
        Because you're not who you said you 
        were!  I thought you were retired!

                    PENNY
        You're right.  I'm not who I said I  
        was.  I'm just like you. I love music, 
        so this is my family.  Some people   
        like tractors, and they hang out with  
        tractor people.  What's the worst that 
        could happen if I go to New York?
            (little girl)
        "I get my little heart broken?"

                    WILLIAM
        Oh no.  Never you!  You eat people 
        alive!

She tears some leaves off a tree.  He looks at her, unable to 
formulate a response.

                    PENNY
            (accusatory)
        I'm sorry I told you so much.   You   
        have some way of making everybody tell   
        you all their secrets.

                    WILLIAM
        That's a good one.  Tell me too much  
        and make it my fault.

He continues walking, she follows.  They have ventured outside  
the backstage area, onto adjoining Boston farmland.  The show   
booms in the background.

                    PENNY
        Come on.  You've seen what's happened.  
        Russell and I fell in love.  How much,   
        I don't know... but this is the first 
        time I've fallen for someone, really   
        fallen... since Iggy, and I'm not happy 
        about it.

                    WILLIAM
            (beat)
        You slept with Iggy Pop!?

She says nothing.

                    WILLIAM (cont'd)
            (sputtering)
        Why don't you just tell me now, who  
        else -- so when I go to the record 
        store, I know who to be jealous of.  
        Because right now, it's looking like  
        the whole store!

He's upset.   She stares at him.

                    PENNY
            (teasing, defiant)
        You'll remember me forever.  I was  
        there when you lost your virginity.

                    WILLIAM
            (upset at the memory)
        So was Steely Dan!  It was a crowded 
        room.

She laughs, can't help it.  Then:

                    PENNY
        You make me laugh.  I think I'm gonna 
        cry.

                    WILLIAM
            (continuing)
        I thought we were going to Morocco!   
        There's no Morocco.  There's never been 
        a Morocco.  There's not even a Penny   
        Lane.  I don'teven know your real   
        name.

                    PENNY
        If I ever met a guy in the real world, 
        who looked at me the way you just looked 
        at me...

                    WILLIAM
        When and where does the real world 
        occur?  I am really... confused here.   
        Fuck!  All these Rules And all these 
        sayings... and nicknames...

                    PENNY
        You know -- you're too sweet for rock 
        and roll.

                    WILLIAM
        Where do you get off... where do you  
        get "sweet?"  I'm not sweet.  I'm dark 
        and mysterious and pissed-off and I   
        could be very dangerous to all of you...  
        I'm not sweet, and you should know   
        that about me!  I am The Enemy.

                    PENNY
        You're not any of those things and  
        that's what I love about you.

William stands there in disbelief, unable to look at her.

                    WILLIAM
        You fall in love to keep from falling  
        in love.

                    PENNY
        I don't want to go home!

                    WILLIAM
        Well, I have to go home.  And you never 
        helped me.

                    PENNY
        Yes I did.

                    WILLIAM
        That disc-jockey in Arizona got a better   
        interview than me... and he was asleep.

He starts walking back to the stage.  She follows.  They are   
two very young kids thrashed by the seas of rock and roll.   
His frustration increases.  She just doesn't get it.  Applause   
in b.g.  She grabs his shirt.

                    PENNY
        Look.  You should be happy for me.    
        You don't know what he says to me in  
        private.  Maybe it is love.  As much    
        as it can be with someone who --

                    WILLIAM
            (blurts)
        -- sold you to Humble Pie for fifty   
        dollars and a case of beer?  I was   
        there!

He is instantly sorry.  Her world privately crumbles, but she   
tries to remain stoic and carefree.

                    PENNY
        What kind of beer?

119   INT. HUMBLE PIE CREW TRUCK -- DAY                             119 

Sapphire, Polexia, and Estrella bump along to the music and     
the road.  They strain to maintain dignity in these decidedly   
third-class surroundings.  There's only one small blurry window.

                    POLEXIA
        Who did this to us?

120   INT. WILLIAM'S LIVING ROOM -- NIGHT                           120 

Mom on the phone.

                    ELAINE
        Then don't come home.  Don't do this   
        to me.  If you're going to miss  
        graduation, don't come home.

She hangs up.

121   INT. PRODUCTION OFFICE -- NIGHT                               121 

William on the phone.   Speechless.

122   INT. COLLEGE CLASSROOM -- DAY                                 122 

Elaine faces her Humanities class.  She stands in an 
amphitheater-style, inner-city college classroom, decorated    
with colorful unorthodox artifacts from her home.  These earnest  
city college students listen to her.  But she cannot continue.   
There is a thundering upset inside her.

                    ELAINE
        I'm sorry.  I can't concentrate.
            (beat, confesses, unhinged)
        Rock stars kidnaped my son.

123   INT. BAND PLANE -- DAY                                        123 

Music.  Russell and band bounces down in NYC.  Russell listens   
to music on headphones plugged into large boom box.

124   INT. LIMOUSINE -- DAY                                         124 

William watches, facing the band from the jump seat of their  
limousine, heading into New York.  Up ahead, Manhattan looms, 
beautiful and scary.

                    RUSSELL
        "New York.  Just like I pictured it...    
        "

                    JEFF
        " ... skyscrapers and everything."

                    RUSSELL
            (to William)
        We showed you America.  We did 
        everything but get you laid.

Beat.  They look at each other curiously.  How much does the 
other guy know?

125   EXT. ST. REGIS -- DAY                                         125 

Russell and band spill out of limo.  The New York cluster of   
hardcore Stillwater fans wait outside.  They hold collector's  
sleeves covering albums to be autographed, and fresh magic  
markers in hand.  William in tow crawls out of the limo last.  
Dick goes to work, pulling luggage from the trunk.  A serious-  
looking Fan (LENNY) approaches Russell with an autograph card.

                    FAN
        I'm from the Church of Lenny.   We bow   
        to his will and all that it represents   
        - The King of the King of Kings.

                    RUSSELL
        Make it out to - ?

                    FAN
        To Lenny.

Russell nods -- of course.  He signs, as Dick approaches with   
a well-placed word in his right ear.

                    DICK
        She's here.

William turns, expecting to see Penny.  Instead we see the   
long-limbed, athletic, pretty and collegiate LESLIE.    She  
holds a Nikon camera, and snaps their picture.

                    JEFF
        Leslie!

                    DICK
        Your room is completely stocked, far   
        away from any noisy ice machines,  
        elevators or maid quarters.  The air- 
        conditioning is already on.  And here   
        is your security key -- by the way,   
        you look stunning.

                    LESLIE
            (taking treatment for 
             granted)
        ThanksI'llseeyoulater.

Nearby, the young journalist studies the tour's subtle shift   
in welcoming Leslie.   Dick's New York side is almost military.

                    DICK
        Bags in five!  Cars leave for the party 
        at six!

William studies Leslie, everyone saying hello to her, everyone 
knowing the subtext.  Nobody saying a word.  William pulls his  
heavy bag out of the back of the limousine.                 
The bag breaks, and the contents spill out onto the New York  
sidewalk.  Bars of soap, ashtrays, hotel keys, crumpled paper, 
the contraband t-shirt, "Do Not Disturb" signs, notes, towels 
and thick telephone books from every city.

                    DICK (cont'd)
        You know.  There are lighter souvenirs.

                    WILLIAM
            (embarrassed)
        Well -- I kept thinking I was going  
        home the next day --

                    DICK
        I did too.  Fifteen years ago.

All help him with his spilled souvenirs.  Russell shares a 
private look with the kid.  Nearby Leslie greets other band  
members.

                    WILLIAM
        Ric!

It's Super Zeppelin fan Ric Nunez.

                    RIC
            (whispers)
        It's all happening.  Zeppelin is at   
        the Plaza.  So's four other bands.  
        They're partying up there right now.  
        Sapphire, and Miss Penny Lane too...    
        She wants you to call her.
            (William reacts)
        They're all staying under the name   
        Emily Rugburn.

William takes in the information, while regarding Ric's new  
custom  shirt, which features the words to Zeppelin's "The Rain 
Song."

                    RUSSELL
            (exiting with Leslie)
        After the party.  I'll come to your  
        room - I promise.  We'll talk.  This   
        is Leslie, by the way.  Leslie, this   
        is our wayward friend from Rolling 
        Stone.  The Enemy.

They shake, she smiles randomly.

126   INT. ST. REGIS FRONT DESK -- NIGHT                            126 

William checks in.

                    CLERK
        William Miller?  Sir, you have an urgent  
        call from a Mr. "Ben Fong-Torres."    
        He's holding for you, right now.

William takes the phone.  The Clerk watches curiously as the   
kid adopts a new persona.

                    WILLIAM
            (deep voice)
        Hello.

                                                  INTERCUT

INT. JANN'S OFFICE -- SAN FRANCISCO -- AFTERNOON

On a rainy day in San Francisco, Ben Fong-Torres stands in the   
copy-strewn office of the young editor/publisher JANN WENNER.  
Several other editors are also present in the background,  
including David Felton with cigarette-holder in mouth, and a  
prep-school Fact-Checker named ALLISON.

                    BEN
        Congratulations.  It's gonna be a cover.  
        Neal Preston will shoot 'em next week    
        in L.A.  we need you back in San     
        Francisco tomorrow.  We'll finish the 
        story here.

William is overwhelmed with many emotions, fear topping the  
list.

                    BEN (cont'd)
        You can tell the band.  Allison, our  
        fact checker, needs you to transmit  
        whatever you have of the story, tonight, 
        now, along with your notes.  There is   
        a mojo at the Daily News they'll let    
        us use -

                    WILLIAM
        Mojo?

                    BEN
        A mojo.  It's a very modern machine   
        that transmits pages over the telephone.   
        It only takes eighteen Minutes a page...

126A  EXT. NEW YORK STREETS -- NIGHT                              126A

The sound of feet on pavement.  William looks at addresses, 
hustling to the Daily News office.

126B  INT. DAILY NEWS COPY STATION -- NIGHT                       126B

William tears pages from his notebook and feeds them into the   
large and clunky earliest model fax machine -- "The Mojo."  We  
hear David Bowie.  "The Jean Genie."

A127  EXT. MAX'S KANSAS CITY -- NIGHT                             A127

William weaves, exhausted, into the Stillwater press party at  
this legendary New York nightspot.  The Doorman, who checks   
i.d.s, sees the kid and expresses great doubt.

                    DENNIS HOPE
        He's okay, he's with us -

Hope shoves him past the Guard, and sends him into a very mature 
new world.

127   INT. MAX'S KANSAS CITY -- NIGHT                               127 

The famous hub of New York rock and roll.  A strong whiff of 
decadence mixes with youthful naivete.  Not a hippie in sight.  
William walks through, looking for familiar faces.  Overhead   
we hear Stillwater.  "If You Say Nothing."  The party is filled 
with scenesters, long silver-haired glamsters, some British  
journalists, and many hunched young skinny bodies in leather  
jackets.  Russell grabs him by the arm.

                    RUSSELL
        Ah ha!  There you are, ya little fucker.   
        Come on --

                    WILLIAM
        I have some good news.

                    RUSSELL
        -- I'll piss to that.  Follow me.

A128  INT. MAX'S BEDROOM                                          A128

They enter the small bathroom.  Russell bolts the door, faces  
the urinal and pees.  His own music throbs in the next room.

                    RUSSELL
        Dennis Hope took me aside, and wants   
        to manage Me solo.  Says to lose the 
        band by February.  Should I do it?  I  
        have no perspective anymore.

William pees in silence.

                    RUSSELL (cont'd)
        At what point do I just take the hint?  
        Nobody Loves this band.  People like   
        us, do they love us?

                    WILLIAM
        I do.

                    RUSSELL
            (then pissed)
        Oh - get this - somebody told Penny  
        Lane I sold her for beer.  The network   
        of these chicks!  Like I would do that.  
        It's Jeff who told her, right?  Not    
        you, right?  None of these guys can  
        just calm down and be a fuckin adult.   
        Now she's here, freaking out.  Leslie 
        can smell it.

                    WILLIAM
            (exiting)
        Wait.  I've got something to tell -

But he finds himself trailing Russell to the back room bar.

128   INT. GIRL'S BATHROOM - NIGHT - SAME TIME                      128 

Leslie in the bathroom.  Penny enters and watches her  
discreetly.  They stand together, side-by-side at the mirror.  
Leslie looks once, turns and then turns back at Penny.  She 
knows.

129   INT. BACKROOM -- NIGHT                                        129 

William sits with the band.  Over Jeff's head, Penny hangs  
nearby, at the outskirts, drinking and dancing.  They share a 
look, feigning casualty.

                    WILLIAM
        You guys -- you guys --
            (beat)
        You're gonna be on the cover of Rolling 
        Stone.

Stunned and overwhelmed, the band waits a beat, lets it sink 
in... and goes wild.  Russell, stunned too, looks at the kid. 
It's big news.  Jeff stands immediately, eyes moist, glass 
raised.

                    JEFF
            (tears welling, instantly)
        The cover of Rolling Stone.  And we  
        made it together.  They don't just put  
        somebody with one little hit on the  
        cover of Rolling Stone Fucking Magazine, 
        man.  We made it.

The band nods solemnly, importantly.

                    JEFF (cont'd)
            (continuing)
        Damn it -- I'm gonna enjoy this.  The 
        first time I bought that magazine The 
        Beatles were on the cover.  Four of  
        them.  Four of us.  Together.    
        TOGETHER!

They begin singing the then-current Dr. Hook and the Medicine  
Show hit, "The Cover of the Rolling Stone" to William.

                    LESLIE
        Who is that girl?  She's creeping me  
        out.  She's not with any of you, is  
        she?

                    WILLIAM/DICK
        She's with me.

And now Leslie has confirmation.  A symphony of looks, as Dick  
gets to his feet and moves to confront Penny.  Penny Lane's   
eyes fill and she runs out.  Russell stands... and sees William 
also stand.  William turns and follows her.  Russell stands 
watching, and does not leave.   We hear Elton John's  "Mona  
Lisas and Mad Hatters."

130   EXT. MAX'S KANSAS CITY -- NIGHT                               130 

William exits as a crush of Partygoers arrives.  He doesn't  
know where she is.   He takes off to examine the cabs stuck in 
traffic.  Song continues.

POV WILLIAM

He looks in the backs of cabs.   None of them her.

Music continues.  He runs down the streets, looking for her.   
Alone in New York City.

131   INT. PLAZA HOTEL -- NIGHT                                     131 

William on the house phone.

                    WILLIAM
        Emily Rugburn, please.

132   INT. HOTEL HALLWAY -- NIGHT                                   132 

William approaches Suite 702.  The door is open.  He hears new   
band voices, and sees new faces. MUSICIAN  # 1 intercepts him.

                    WILLIAM
        Hi.  I'm a friend of Penny Lane's.

                    MUSICIAN # 1
        Aren't we all -

Musician types are leaving.

                    WILLIAM
        Where is she?

Room Service arrives.  Some appetizers and a large expensive  
bottle of champagne on ice.

                    ROOM SERVICE GUY
        Can somebody sign for this?

William does.

                    ROOM SERVICE GUY (cont'd)
        Thank you Mr. Rugburn.

Two more Musicans (English) exit the back room party.  The   
room is clearing out.

                    ENGLISH MUSICIAN
        She's sick.  Let's get out of here.

                    ENGLISH MUSICIAN # 2
        She used to be so much more together.

William watches all, champagne in hand, and finds her in the 
backroom.  She's addled and nearly passed out.

                    WILLIAM
        What happened?

                    PENNY LANE
        I'm not good at goodbyes.

She sags.  He grabs the phone.

                    PENNY LANE (cont'd)
        You're the last of my old-time friends.  
        Polexia went to England with Deep 
        Purple... can you believe that?  Even  
        Sapphire's out someplace else.  All    
        she left was her quaaludes.

                    WILLIAM
        Oh -- wonderful.
            (into phone)
        Front desk?  Please send a doctor.   
        Room... what room?  703.  702.   Both 
        rooms, either room.  This is Mr. Rugburn, 
        Yes.  My wife's had an accident with   
        some quaaludes.  Yes - I'll do that.

The room has emptied out.  Just them, and the remnants of a  
movable party that has moved elsewhere.

                    WILLIAM (cont'd)
        Wake up!

He struggles to get her on her feet.  She tips over on her  
strappy platform shoes.  He struggles to untie them.

133   EXT. GRADUATION -- DAY                                        133 

The School band plays "Colour My World."  School PRINCIPAL at 
the podium.

                    PRINCIPAL
        And now... out graduating class!  Jane  
        Abbott!

A peppy student bounds up and grabs her diploma.   Elaine Miller 
watches dolefully in the audience.

134   INT. HOTEL ROOM -- NIGHT                                      134 

William holds Penny in his arms.  Finally she is close to him.

135   EXT. GRADUATION CEREMONY -- DAY                               135 

                    PRINCIPAL
        Victor Sanchez!

Warm applause for another student who grabs his diploma.  He  
takes off his mortar board to flash an American flag bandana.  
He raises his diploma in victory.

136   INT. HOTEL ROOM -- NIGHT                                      136 

William holds Penny Lane, and keeps her moving.  It's a sagging, 
messy slow dance.

                    WILLIAM
        "In the unlikely event of a water 
        landing... "

                    PENNY
        "... you will be required to wear a 
        safety vest."

                    WILLIAM
        Keep going.

                    PENNY
        "Please place all stowable luggage in 
        the overhead compartments... out in the 
        seat in front of you."

                    WILLIAM
            (prompting)
        "Seat and tray tables."

                    PENNY
        "And seat-backs and tray-tables should  
        be in their full and upright and locked 
        positions... "

137   EXT. GRADUATION CEREMONY -- DAY                               137 

                    PRINCIPAL
        And now... out "Pending" Graduates!
            (pause)
        William Miller... not present.

Elaine applauds her son, stoically.  It is a dagger through  
her heart.  A sympathetic look from a nearby Mother continues  
the pain.

138   INT. HOTEL - NIGHT                                            138 

They move slowly, she's fading.

                    WILLIAM
        "In the tragic event of a water  
        landing..."

139   EXT. GRADUATION - DAY                                         139 

The Principal shares a few thoughts:

                    PRINCIPAL
        And to the class of 1973, we say --
            (beat)
        Don't forget to remember yourself as   
        you are today...  Full of hope... and  
        the dream that everything is possible... 
        Remember this, twenty years from now,  
        when we all own home computers and we 
        all travel in shiny electrical cars  
        that move swiftly, high above the 
        city...
            (beat)
        They key to the future is keeping today 
        alive forever.

Elaine's head lowers slowly in a sea of happy parents.  The 
day will never end.  Mrs. Deegan slips into the seat next to 
her.

                    MRS. DEEGAN
        First.  Release the guilt.
            (Elaine nods)
        Second -

                    ELAINE
        Please let there be only two, because  
        I can't get past Number One.

                    MRS. DEEGAN
        Second.  Leave a little room for the 
        other teachers in this world.  He's   
        out there looking for mentors.

                    ELAINE
        He's got twelve of them.  They're lined  
        up.  He's just tired of me.

A140  INT. HOTEL ROOM -- NIGHT                                    A140

William holds Penny.  She is very woozy.

                    PENNY
        "... you will be required to..."
            (gives up)
        I'm tired.

She is very groggy, as he holds her.

                    WILLIAM
        Well.  Now that I have your attention.  
        And you may not remember this later, I  
        just want to make it clear that... Hey!
            (she blinks, barely awake 
             again)
        I know you've heard this before.  And  
        I have never said this to anybody, not  
        really - well, nobody who didn't legally  
        have to say it back to me, but -
            (tries to be casual)
        I love you.  And I have a hard time   
        sharing you with all of rock and roll 
        because I - why am I nervous? - You'll  
        never remember this - HEY! -
            (she blinks)
        I love you, and I'm about to boldly go  
        where...  Many men have gone before...

He kisses her.  A doctor and nurse come crashing into the room.  
They push past William and pull Penny into the bathroom.  He  
sits on the edge of the bed, looking into the bathroom, as  
they work on her.  We hear Stevie Wonder.  "My Cherie Amor."

140   INT. BATHROOM - NIGHT                                         140 

Doctor places a tube down Penny Lane's throat.  A bored nurse  
holds a water-bag, lowering it to ground level.

WILLIAM'S POV INTO BATHROOM

Her feet sticking out, wriggling.  He watches, as music  
continues.

ON THE BATHTUB

Her amber-colored stomach contents look like a Jackson Pollack  
portrait of the era, with three partially dissolved pills.  
Doctor hands enter frame and remove them.  Music continues.

141   INT. HOTEL ROOM - LATER NIGHT                                 141 

The Doctor re-appears, and sits down next to William, as the  
Nurse exits.  The Doctor withdraws a three-page report form.

                    DOCTOR
        Your wife will be okay for now -

                    WILLIAM
        Thank you Doctor.

                    DOCTOR
        However, she says you're her brother.

                    WILLIAM
            (eyes report)
        She's a little confused.

The ice shifts in the champagne bucket nearby.  The Doctor 
sizes up the situation.

                    DOCTOR
        Nice champagne.

                    WILLIAM
        I don't have a driver's license.  With 
        me.

                    DOCTOR
        Tomorrow's my wedding anniversary.    
        I'd prefer to take care of this without 
        facing the dawn at the police station.   
        So if you can find a way to get this 
        girl - your wife - back home to her  
        parents, I'd let you pay me anything  
        you can afford.  Because you don't 
        appear to be related to the famous 
        Rugburns of Rhode Island.

His eyes flick to the champagne.  The kid takes a hint, reaches 
over to the champagne.

                    WILLIAM
        Happy Anniversary.

The Doctor puts the champagne in his bag.

                    DOCTOR
        She won't be good company, but keep   
        her awake for another four hours.

142   INT. AIRPORT TICKET COUNTER -- MORNING                        142 

Song continues.  William and Penny drag themselves through the  
airport.  He guides her to the ticket counter.  Penny wears    
her green coat, large sunglasses.  He sorts through her many  
partial tickets.  They are both so tired.  She shakes off her  
coat -- she's suddenly very hot -- and he grabs it and loops 
it through her bags.  She's irritable, and ready to go home.

143   INT. AIRPORT GATE - MORNING                                   143 

                    PENNY
            (baring her soul)
        When I was 14, my Mom and her boyfriend  
        took me to a Rolling Stones concert -   
        and I freaked out and I rushed up to  
        the front of the stage and then a    
        thousand people had the same idea at  
        the same time and I was getting crushed.  
        And I couldn't breathe and that thought 
        flashed through me - almost like a car  
        accident - I thought I might die.  And   
        it was in the middle of "Midnight 
        Rambler" and Keith Richards saw me.    
        And he came over, and came to the front  
        of the stage, and he pulled me out.   
        And they took me backstage and they   
        gave me coke with ice and a - and a 
        lemon.  And I never went home.

                    WILLIAM
        What about your Mom?

                    PENNY
        She always said - "Marry Up." Marry 
        someone grand.  That's why she named   
        me Lady.

                    WILLIAM
            (horrified)
        She named you Lady?

                    PENNY
        Lady Goodman.

                    WILLIAM
        No.

                    PENNY
        You never really get used to it, either.

                    WILLIAM
        Well -- this -- this just explains 
        everything.

He wishes it did.  She rubs her stomach.  It's a rocky morning.

                    WILLIAM (cont'd)
        See you back in the real world.

                    PENNY
        See you back there.

She kisses his forehead, and takes off down the accordian 
leading to her plane.  She drops her coat again, bending down 
to retrieve it.

                    WILLIAM
        Hey Lady!

Four Woman turn, but not Penny.  She disappears.

144   INT. AIRPLANE - DAY                                           144 

Penny Lane settles into her seat on the airplane.  She notices 
William watching from the terminal window, and waves.

                    STEWARDESS
        Please extinguish all flammable items, 
        and return all seats and tray tables to 
        their full and upright locked positions.

She mouths along with the words.  There is no one to share the  
joke with.  And then a few blurry memories come back to her.  
She gestures to him... understanding him more fully... as he 
disappears.

145   INT. AIRPORT TERMINAL - DAY                                   145 

William walks alongside her plane, moving from terminal window 
to terminal window.  Catching her glance again, he's picking  
up steam.  What's she saying?

146   INT. PLANE - DAY                                              146 

She keeps watching as he runs alongside, still keeping up with  
her plane.  She now fully remembers, and places her outstretched 
fingers on the window.  She mouths the words:   I'll see you   
back home!

ON WINDOW

He us running through her fingers.

CLOSE ON WILLIAM

Who can run no further.

                                                  FADE OUT

FADE UP

147   INT. BAND PLANE -- DAY                                        147 

Russell and William are in mid-interview.  The kid's microphone 
is out.  It's a little bit of a rough flight.  William wears  
the same clothes.

                    RUSSELL
        Why didn't you come back to the party?  
        Bob Dylan showed up.  He was sitting   
        at our table for... had to be an hour, 
        right?  Just  Rapping.  Bob Dylan!  I 
        kept looking for you.  I was going to 
        introduce you.

The kid feels pain.

                    JEFF
        What happened to you last night?

                    WILLIAM
        It's a log story.

A sharp jolt of turbulence.  Russell begins pounding on the  
card table in rhythm.

                    RUSSELL
            (singing Buddy Holly)
        "Peggy Sure... Peggy Sue... "

                    DICK
        Please.

                    RUSSELL
        "Pretty pretty pretty pretty Peggy  
        Sue... "

A moment of laughter, and then bam.  Jeff's drink rises and 
suspends briefly in mid-air.  The plane takes another mighty 
knock.

                    JEFF
        We shouldn't be here.

                    RUSSELL
        Doris, we miss you!

Fear is creeping in around the edges.  William, already an 
uneasy flier, looks down.

                    PILOT'S VOICE
        This is Craig, your pilot.  It appears  
        we've caught the edge of that electrical 
        storm we were trying to outrun.  Buckle   
        up tight now.  We're gonna do our best  
        to getcha out of this.

The rocking of the plane worsens, as all buckle up.

                    JEFF
        "Electrical storm?"

                    RUSSELL
            (strapping in for a roller 
             coaster)
        Rock and roll.

The sky darkens abruptly. William looks up, increasingly  
nervous, stares straight ahead.  The plane suddenly drops and  
stabilizes.  Everyone is silent but Russell.

                    RUSSELL (cont'd)
        Wooooooo Baby!

A moment later, an ashen-faced CO-PILOT emerges, balancing 
himself with hands on the ceiling of the shuddering plane.

                    CO-PILOT
        We're gonna try to land in Tupelo.  
        We're going to have to cut the inside 
        lighting for the next several minutes.  
        We found a field to land in.

The kid notices Silent Ed is rubbing a small crucifix.

                    DENNIS HOPE
        A field?

                    JEFF
        I can't breathe.

Push in on Russell. We hear a series of unfamiliar electrical  
sounds.  The plane screwballs through the sky.

                    CO-PILOT
        It might be a rough set-down.  We should   
        be fine.
            (cracking at the edges)
        But what we do say in a situation like  
        this is - We would pass but before the  
        plane ... disassembled.  However, God   
        help us, if there's anything you want   
        to say to each other, any secrets, 
        anything like that, now would be a   
        good time.  But just hang in there.   
        We'll get you out of this.

He returns to the cockpit.  The weather worsens, as the hail  
suddenly pelts the plane, and it comes down hard.  Inside lights 
shut off.   William stares straight ahead, as the cockpit door 
swings open - total chaos visible inside - and then shuts again.

                    DICK
        And everyone thinks it's so glamorous 
        out here.

                    LARRY
            (oddly detached)
        He just told us we're gonna die.

                    JEFF
            (insecurities running wild)
        We're gonna crash in Elvis' hometown --

                    RUSSELL
        Shut up.

                    JEFF
        -- we can't even die in an original 
        city!

                    RUSSELL
        C'mon Dennis, get us a better city.

Nervous laughter.  Another sheet of hail hits the plane.

                    LESLIE
        Oh my God.

PUSH IN ON WILLIAM

Just shaking.  Nearly in tears.   Hyperventilating.

                    RUSSELL
        If something should happen.  I love   
        all of you.  I don't think we have to   
        do the secrets thing.

The plane shakes.  Now lightening strikes very close.  A 
flashing wall of electricity rolls through the plane and  
evaporates with a burning smell still in the air.  In the 
darkness:

                    DENNIS HOPE
        I once hit a man in Dearborn, Michigan.  
        A hit-and-run.  I hit him and kept on   
        going.  I don't know if he's alive or  
        dead, but I'm sorry.

                    LESLIE
            (gripped with fear)
        Oh my God.

The plane wildly rises, and falls.  It stops for a moment.  A 
strange smooth patch.

                    DICK
        I love you all too, and you're my   
        family.  Especially since Marna left  
        me.  But if I ever took an extra dollar 
        or two, here and there, it was because   
        I knew I'd earned it.

                    RUSSELL
        I slept with Marna, Dick.

                    JEFF
        I did too.

                    LARRY
        I waited until you broke up with her.  
        But me too.

                    JEFF
        I also slept with Leslie, when you   
        were fighting.

                    RUSSELL
        You... slept with Jeff?

                    LESLIE
        Yes, but it didn't count.  It was the 
        summer we decided to be free of all 
        rules.

                    RUSSELL
            (to Jeff)
        And you say you "love me."

                    JEFF
            (the truth)
        I don't love you, man.  I never did.

                    RUSSELL
        Please.  Enough.

                    JEFF
        NONE of us love you.  You act above   
        us.  You ALWAYS HAVE!!

                    LARRY
        Finally.  The truth.

                    JEFF
        You just held it over us, like you   
        light leave... like we're lucky to be  
        with you. And we had to live with it.   
        I had to live with you, and now I might  
        die with you and it's not fucking fair.

William watches, catatonic.

                    RUSSELL
            (to Larry and Ed)
        You hate me?  You too?

Larry stares at him.  Ed says nothing.

                    RUSSELL (cont'd)
        All this love.  All this loyalty.
            (incredulous, giddy)
        And you don't even like me.

                    JEFF
        And I'm still in love with you Leslie.

Bam.  The plane is pulling sideways, and dropping altitude.

                    LESLIE
        I don't want to hear anymore.    Shut 
        up! Shut up!  Shut up!

                    RUSSELL
            (to Jeff)
        Whatever happens, you're dead.

                    JEFF
        Don't be self-righteous, Russell, not  
        now.  You were sleeping with Penny,  
        that groupie.  Last summer, and up  
        until yesterday.  Why don't you tell 
        Leslie THAT?

Russell tries to get up and attack him.  The force keeps him  
in his seat.  He yells.  Loud.

                    DENNIS
            (freaking out)
        I quit.

The turbulence worsens.  William finds his mouth saying 
emotional words he cannot control.

                    WILLIAM
        "That groupie?"  She was a Band-Aid.   
        All she did was love your band.  And  
        you all -- you used her, all of you.   
        You used her and threw her away.  She 
        almost died last night, while you were  
        with Bob Dylan.  You're always talking 
        about the fans, the fans, the fans.     
        She was your biggest fan and you threw  
        her away.  And if you can't see that, 
        that's your biggest problem.

Russell and Jeff stare at each other.   The plane is rocking  
very very hard.  Leslie is crying.

                    ED
        I'm gay.

They all turn to the silent drummer.  (It's his first spoken 
dialogue of the movie.)

Then.

The plane pops out from below the clouds.  Sunshine spikes  
through the embattled windows of the plane, as they float  
downwards to the city of Tupelo, Mississippi.  A very very 
uneasy silence fills the plane.  No one can look at each other.  
Out bursts the Co-Pilot, giddy with victory.

                    CO-PILOT
        Thank God above, WE'RE ALIVE!!   WE'RE 
        ALIVE!!  WE'RE GONNA MAKE IT!!

Shot of all the occupants, ending with Russell.  Suddenly, the 
alternative seems far more attractive.  We hear Rod Stewart's 
"Jo's Lament" as music plays over their still-shocked faces.

148   INT. TUPELO AIRPORT CORRIDOR -- DAY                           148 

Music continues, as they walk together like ghosts in a long  
and very pregnant silence, ignoring the kid.  Everything is  
different now.  The kid peels off and throws up in a dumpster.  
We continue with the band, unhappily moving forward.  William  
hustles back to catch up.  They ignore him.  There are much   
bigger thoughts in play.  No one wants to speak.

                    JEFF
        Well, I think we can build on this new 
        honesty.

Boom.  Russell attacks him, and they're pulled apart.  The   
band continues moving forward, arriving at a fork in the airport 
terminals.  William stops.  This is where he must part company.  
He stands at the mouth of the next terminal, as the band   
continues, unaware he's split off.   He watches their backs,  
they've forgotten him.

Then Russell turns, sensing something missing.  William.  All 
now stop and turn.  Still shell-shocked, they summon a pre- 
occupied but heartfelt goodbye.  William waves.  Music 
continues.

ON AIRPLANE DEPARTURE SCHEDULE

William's finger finds San Francisco.

149   INT. CAB -- SAN FRANCISCO -- DAY                              149 

The kid checks the address as he arrives at the MJB Building, 
and its next-door neighbor, the San Francisco headquarters of 
Rolling Stone Magazine.  He still wears the same clothes from 
last night in New York.

150   INT. ROLLING STONE MAGAZINE -- DAY                            150 

William arrives at the front desk, gets the once-over from  a 
friendly RECEPTIONIST, a paragon of new cool.

                    RECEPTIONIST
        Leave your package at the desk.

                    WILLIAM
        I'm not a messenger.  I'm one of your 
        writers.  William Miller.

He is zombie-tired, with heavy duffel case and his orange bag.

151   INT. ROLLING STONE OFFICES -- DAY                             151 

William walks down the center aisle.  Editors and writers look  
at him, standing at the front of their cubicles to see this   
exhausted 15 year-old writer.  At the end of the aisle, like a 
human finish line, stand Ben Fong-Torres.

                    BEN
        You're William Miller?

The secret emerges not with a bang but with a slight and tired  
nod of the head.

                    WILLIAM
        Yep.

                    BEN
            (putting it all together)
        Oh baby.

Ben leads him into the office of Jann Wenner, the editor- 
publisher.

152   INT. JANN WENNER'S OFFICE -- DAY                              152 

William sits.  Editors are feverishly discussing the next issue.  
The big concerns of a national magazine are in the air.   
Everyone is focused and quick.  The conversation is machine-   
gun like. Jann Werner turns to the kid.

                    JANN
        We can't run this piece.

The kid's eyes travel to his story -- a stack of fuzzy-looking 
sheets on the table.

                    BEN
        You obviously saw more than you wrote 
        about.  After eight days on the road  
        with these guys.

                    DAVID FELTON
        Didn't anything happen?

                    JANN
        And where are you in this piece?  What  
        did you want to write?  Because this   
        reads like what they wanted you to  
        write.

                    BEN
        What happened to your highly-touted 
        think piece on limitations of a middle- 
        level Band in the face of success?

William sits speechless.  It's sinking in.  Failure.  
Conversation continues at a fast pace:

                    JANN
        We can push up Chet's Who cover -

                    FACT CHECKER
        Good 'cause it's going to take me three 
        days to get through this research.   
        It's all handwritten, on little slips.   
        Plus, they all refer to woman as 
        "chicks." I mean, as a woman I have a 
        problem with that.  I know it's a side 
        issue.

                    DAVID FELTON
            (sympathetic, loquacious)
        It's a "puff piece."  you fell for   
        'em.  It happens.  A relationship forms.   
        You want them to like you.
            (wistful, chewing cigarette 
             holder)
        Happened with me and Charlie Manson.   
        He was a very charming... lively... 
        charismatic...

Felton catches himself swooning.  The other are staring at 
him.  He snaps out of it.

                    DAVID FELTON (cont'd)
        ... mass-murderer.

                    WILLIAM
        Please let me finish it.  Give me  
        tonight to work on it.

                    FACT CHECKER
        Chet's piece is all fact-checked and 
        ready.

                    JANN
            (to William)
        Get some sleep.  We'll do another story  
        sometime.  We'll get you a kill fee.

                    FACT CHECKER
        His research is all on little bits of 
        paper.  Did I say that?

                    WILLIAM
        Ben.  You told me to send what I had.  
        It's not finished.

                    FACT CHECKER
        That's being charitable.

Ben looks at the kid, then at Jann.  Jann scans the kid's face   
for a beat, nods.

                    JANN
        Let him use the big office.   It's  
        where Hunter used to write.

William rises, gratefully.  He shakes Jann's hand.

                    FACT CHECKER
            (pointed re: his age)
        You can type.

                    WILLIAM
        Yes.  It took it in grade school.

153   INT. BIG OFFICE -- NIGHT                                      153 

William sits in the "big" office.  It's a small white tank.  
After all the sound and fury, there is only the hum of a large 
electric typewriter.  His research, transcripts and some band  
photos sit nearby.  He takes a bite of a candy bar, a sip of  
coffee.  He looks at the phone.

INT. LESTER BANGS' BEDROOM -- NIGHT

Crazy jazz is playing.  Lester Bangs on the phone.

                    LESTER BANGS
        Aw, man.  You made friends with them!  
        See, friendship is the booze they feed 
        you.  They want you to get drunk on  
        feeling like you belong.

                                                 INTERCUT:

INT. ROLLING STONE -- NIGHT

William in the empty Rolling Stone office.

                    WILLIAM
            (ruefully)
        Well, it was fun.

                    LESTER BANGS
        They make you feel cool.  And hey.  I  
        met you.  You are not "cool."

                    WILLIAM
        I know.  Even when I though I was, I 
        knew I wasn't.

                    LESTER BANGS
        That's because we are uncool!  And   
        while women will always be a problem for 
        guys like us, most of the great   art in 
        the world is about that very problem.  
        Good-looking people have no spine!  
        Their art never lasts!  They  get the 
        girls, but we're smarter.

                    WILLIAM
        I can really see that now.

                    LESTER BANGS
        Yeah, great art is about conflict and  
        pain and guilt and longing and love 
        disguised as sex, and sex disguised as  
        love... and let's face it, you got a  
        big head start.

                    WILLIAM
        I'm glad you were home.

                    LESTER BANGS
        I'm always home!  I'm uncool!

                    WILLIAM
        Me too!

                    LESTER BANGS
            (leveling)
        The only true currency in this bankrupt  
        world if what we share with someone  
        else when we're uncool.

                    WILLIAM
            (distraught)
        I feel better

                    LESTER
        My advice to you.  I know you think  
        those guys are your friends.  You want  
        to be a true friend to them?

William takes a deep breath.  Looks at the research cassettes and 
notebooks.  The empty page.

                    LESTER BANGS
        Be honest and unmerciful.
            (beat)
        You're doing great.  Call me later is  
        you want.  I'm always up.

154   INT. ROLLING STONE OUTER OFFICE -- MORNING                    154 

Ben Fong-Torres and David Felton look at William's new  
manuscript with great interest.

                    FELTON
        Read me the opening line.

                    BEN
            (reads aloud)
        "I am flying high over Tupelo, 
        Mississippi, with America's hottest 
        band, and we are all about to die."

                    FELTON
        Mmmmm.
            (as if sampling wine)
        Dark.  Lively.

                    BEN
        Yeah, and it gets better.
            (impressed)
        Did this all really happen?

William sleeps restlessly nearby, mouth agape, sitting upright  
in a plastic chair.

                    FACT CHECKER
            (jealously reaches for 
             manuscript)
        Give it to me.  I'll call and check   
        the quotes.

155   INT. NEW TOUR BUS -- DAY                                      155 

The band rides in a new tour bus.  The palpable tone in the 
air is -- PANIC.

                    JEFF
        Look.  Let's just piece together our 
        information...  because the fact-checker  
        asked us all about different parts of  
        the story.

                    TONY
        What did he write about?  What's he 
        using?

                    JEFF
        It.  All.  He's using it all.

                    RUSSELL
        So what?

                    JEFF
        So what?
            (beat)
        We come off like amateurs... some 
        average band...  trying to come to  
        grips, jealous and fighting and breaking  
        up - we're buffoons!

                    RUSSELL
        Maybe we just don't see ourselves the  
        way we really are.

                    JEFF
        He was supposed to be our friend.

                    RUSSELL
            (ruefully, remembering)
        I told him to write what he wanted.

All eyes look to Russell.

                    TONY
            (to Russell)
        By the way, he has you on acid, 
        screaming "I Am A Golden God" from a  
        fan's rooftop.

                    RUSSELL
            (immediately remembering)
        Oh my God.

                    JEFF
        They used him to fuck us.

                    RUSSELL
            (still back at "Golden 
             God")
        I didn't say "Golden God."  Or did I?

                    DICK
        We never took him seriously, and now  
        it's serious.

                    RUSSELL
        I liked him as a person.

                    JEFF
        He was never a "person!"  He was a   
        journalist!

Russell nods.  He looks at Silent Ed, drumming soundlessly on  
a rubber pad.

                    RUSSELL
        You.  You had the right idea all along.

Ed silently nods thanks.

                    DENNIS HOPE
            (nervously)
        How about the plane flight?

                    DICK
        It's all in there.  But don't worry, 
        it's all unspecific who say what.  No   
        names are mentioned in the more  
        embarrassing sequences, it's just 
        completely obvious who's who!  We're 
        fucked!

Silence.

                    RUSSELL
        I forgot he was there.

                    DENNIS HOPE
        Well, they haven't talked to Russell -  
        he can always deny the key stuff to   
        the fact checker.  Then they can't  
        print it.

                    JEFF
            (brightening)
        Is that true?

                    DENNIS HOPE
        It's war, my friend.  If you'd met me 
        earlier, he would have never been on the 
        around.

Dennis hands Russell the phone.

                    DENNIS HOPE (cont'd)
        He'll live.

156   INT. ROLLING STONE OFFICES -- DAY                             156 

William is still being congratulated by his new peers.  We see  
him woozy but beaming, as Allison the Fact Checker comes out   
of her office, waving the manuscript.  She works her way through 
the cluster of editors.

                    FACT CHECKER
        The band just denied 90% of the story.  
        It's a fabrication.

Everyone looks at William, who is speechless and confused.  
Their congratulations stop on a dime.  The fact checker can't 
resist twisting the knife a little.

                    FACT CHECKER (cont'd)
        You weren't honest.  And worse, you 
        wasted our time.

                    WILLIAM
        Did you talk to Russell?

                    FACT CHECKER
        Russell Hammond is the one who denied 
        it.

                    BEN
            (darkly)
        Crazy.

                    FACT CHECKER
            (one last shot, to William)
        We're going with the Who - !

The kid has been sandbagged.  The machine of a big-time magazine 
whirs into action on another story, as the cluster moves down  
the hall.

                    SOMEONE'S VOICE
        He's just some fan... what did you 
        expect?

William sits there, as only David Felton stay behind, 
brandishing his cigarette-holder.  He sits down next to the 
kid.

                    FELTON
        Well, I believe you.

He looks at the kid, decides to offer a personal parable.

                    FELTON (cont'd)
        Jim Morrison once came to my house and  
        drank a beer.  The beer is still on my 
        mantle.  I'm 35 years old with Jim 
        Morrison's beer as a shrine.  I wanted  
        to be Earnest Hemingway.  Instead.  I 
        have Jim Morrison's beer.
            (shrugs, he's learned to 
             live with it)
        If you didn't make your story up, good  
        for you.  If you did make it up... good 
        for you.

The kid looks at him, too tired and still in shock.

                    FELTON (cont'd)
        Say something, so I know you're alive.

                    WILLIAM
        Goodbye.

He exits.

                    FELTON
        Powerful  word.  Strong.  Final.

157   INT. BACKSTAGE CREW MEAL - NIGHT                              157 

Russell Hammond sits down on a plastic chair with a paper-plate 
filled with buffet-style food - steak and baked potato.  
Preoccupied, and several seats away from other crew members.   
He drinks a glass of milk.   Out old friend Sapphire takes the  
seat next to him, holding a skimpy paper plate of vegetables.

                    RUSSELL
        I feel bad.

                    SAPPHIRE
        Well, at least you feel.  That puts   
        you in a higher class of asshole.

They eat in silence.  Sapphire looks around.  The new breed of  
groupies eye her, as they cruise Russell on the periphery.  
They're bolder, flashier.  She eyes them back with seniority.

                    RUSSELL
        What did I do?

                    SAPPHIRE
        Well - you can do what the big boys   
        do.
            (he looks at her)
        Nothing.

                    RUSSELL
        Yeah.

The girls still circle Russell nearby.  He's unaware.

                    SAPPHIRE
        You believe these new girls?  None of  
        'em take birth control, and they eat  
        all the steak.

She looks sadly at her plate of vegetables.  An ever-sharp  
mind in last night's clothes, she commands Russell's respect.

                    SAPPHIRE (cont'd)
        They don't even know what it id to be   
        a fan!  To blindly love some silly  
        piece of music... or some band so much   
        that it hurts... please,  they're all   
        just after the money.  Shoo --
            (in their direction)
        Go rob a bank!  It's more honest!

                    RUSSELL
        Is Penny okay?

                    SAPPHIRE
        The Quaalude Incident.  Yeah, it wasn't 
        pretty.  She could have died.  I always 
        warned her about letting too many guys   
        fall in love with her.  I guess I was  
        wrong.
            (shrugs)
        On of 'em saved her life.

Russell nods.

                    RUSSELL
        Well, it's finally over with Leslie.  
        I'm going to call her.

                    SAPPHIRE
        Let her retire.
            (he doesn't respond)
        You want to lock her up in a house in  
        Michigan?  Please.
            (he doesn't respond)
        Write her a song someday.  She deserves 
        it.  Something about that girl brought  
        out the best in a lot of...
            (looks around backstage)
        ... pretty average people.  She deserves 
        it...

Russell stares into his crew meal, nodding a little.

                    SAPPHIRE (cont'd)
            (forward thinking)
        ... because something tells me twenty  
        years from now, we'll remember her...   
        and not much else.

Russell smiles to himself, knows it's true.  Dick passes,  
placing hands on Russell's shoulders, massaging a little.

                    DICK
        Have a good vacation.  I hope the band  
        stays together.  Before it all went  
        down the shitter, it was starting to  
        get really good.

Dick claps Russell on the back, and moves on.  He turns to 
Sapphire.

                    RUSSELL
        I'm not going to blame myself.  I do  
        make people happy.  They just shouldn't  
        get to know me... 'cause it appears to 
        spoil everything.

                    SAPPHIRE
        Don't be so easy on yourself.

                    RUSSELL
        What gives you the right to get this 
        personal with me.

                    SAPPHIRE
        Let's not reminisce.

158   INT. SAN FRANCISCO AIRPORT -- NIGHT                           158 

William moves like a zombie through the airport, and collapses  
in a seat.  He sits still in the crowded flow of human traffic. 
A cluster of Flight Attendants pass.  One stops, a stylish young 
woman wearing a tall bubble-shaped PSA hat with swirling colors.

                    ANITA
        William?

He looks at her.  He feels like he's on Mars, and she looks  
like a Martian.

                    ANITA (cont'd)
        You guys this is my brother!

                    MALE FLIGHT ATTENDANT
            (ad if meeting a celebrity)
        "The Narc?!"

William looks woefully at them, like a dog who's been hit by a 
car.

                    ANITA
        You guys, I'll deadhead back later.  I 
        think I'm needed.

                    MALE FLIGHT ATTENDANT
        Nice to finally meet you.

                    FEMALE ATTENDANT
        You have a good day!

Anita looks in her brother's face.

                    ANITA
        You look awful, but that's great.  
        You're living your life!  You're finally  
        free of... her.

                    WILLIAM
        Yeah.

                    ANITA
        Hey.  I'll take off work.  Let's have   
        an adventure together.  You and me, 
        finally.  Anywhere you want to go.  
        Anywhere in the world.

159   EXT. WILLIAM'S HOME -- DAY                                    159 

William whistles the family whistle.  Sister and brother trudge 
up the steps.

                    ANITA
        This is not my idea of a good time.

                    WILLIAM
        Just get me to my bed.

                    ANITA
            (resigned)
        I'll deal with her.

William whistles again.  Mom meets them at the door.  She looks 
at her trashed son who has finally come home.  For the first  
time, she hugs Anita first, and it's not lost on Anita.

It's a clumsy neck-hug, neither wanting to commit.  The kid  
passes to his Mother's left, with suitcase, intentionally  
nudging her into his sister.  Anita takes this as an aggressive 
act of love, and hugs her mother back.  Tears stream down Mom's 
face.  Their cheeks touch. Mom pulls away, and sees her own  
tears on Anita's face.  Thinking that she's also crying, she  
grabs a tissue for them both.

160   INT. ELAINE'S HOUSE -- CONTINUOUS                             160 

The kid stands in the hallway listening, shaking his head, 
poised to enter his room, unseen by them.

                    ANITA
            (so worried)
        What are we going to do about him?

                    ELAINE
        I don't know.  Whatever happened to him, I 
        just wish it could have happened to me.

                    ANITA
        The magazine killed his story.

Now they really hug, Anita gulping back real tears.  William 
watches them bonding over the oddest thing - his failure.  
William goes into the bedroom, the final three feet to sleep, 
and shuts the door.  A hand places a hotel sign on the door - 
DO NOT DISTURB.  Slight push in.

ON BED

He collapses with all his clothes on, almost instantly asleep.  His 
walls, just as he left them, boast a pantheon of rock heroes...   
with a very lonely Abraham Lincoln (or Atticus Finch)  in the center.

161   INT. ROLLING STONE OFFICES -- DAY                             161 

The elevator doors ding open, and out walks Russell Hammond.    
The Secretary has just finished answering the phone, "Straight 
Arrow Publishers."  She puts the caller on hold.

                    RUSSELL
        Hi, I'm Russel Hammond.

                    SECRETARY
        You're here regarding?

                    RUSSELL
        My life.

162   INT. EDITORIAL OFFICE - DAY                                   162 

Russell stands with the editors, observing the fine portraits  
on the walls.  He's behind enemy lines, and he knows it.  
Everything in the room fascinates him.

                    RUSSELL
        I don't care what happens.  I don't  
        care if you put us on the cover.  But 
        you sent us a kid and... and he was a 
        fan.   And we all made friends with   
        him - absolutely, to get a good story.  
        But then we actually liked him.  We 
        thought he's... show us our lives in  
        some mythic way and I guess... we're  
        not mythic.  We panicked.

                    JANN
        You denied most of the story.

                    RUSSELL
        Yeah, well, here's the problem with   
        the truth.  It's too true -

                    BEN
        Well, we appreciate the visit.  The  
        last time an artist came here, it was  
        Buddy Miles and he punched me.

                    RUSSELL
        I'm not punching anybody.  I am  
        personally, as of 2 pm yesterday, on a  
        voyage of self-reinvention.  This is 
        about William Miller.
            (counting off fingers)
        He lives with us, he lost his virginity, 
        he saw us at our worst, appreciated   
        our best, he saved two lives, including  
        mine... he smuggled about a half-pound  
        of pot into Boston, and we never even  
        told him -

Nearby, David Felton looks at another editor, raising an  
eyebrow.

                    RUSSELL (cont'd)
        -- we told him too much, we told him  
        everything...  He almost died with us  
        over Tupelo... if the band survives   
        him, it'll be a miracle... but you   
        know, he tried to keep up, and that's  
        a journalist to me.

                    JANN
        It's too late.  We're going with a  
        different cover.

                    RUSSELL
            (immediately)
        Thank God.

But Russell looks around at the numerous portraits if dead 
legendary rock stars, fixing on the one photo closest to all of 
them, a very vulnerable-looking Janis Joplin.  A second thought.

                    RUSSELL (cont'd)
        You tell me it's too late.  But I could  
        go back to my hotel room and... and  
        O.D. tonight and something tells me  
        you'd find a way to put me on the cover  
        of the next issue.  Am I right?

He looks at their faces.  They cannot disagree.

                    RUSSELL (cont'd)
        I'm learning the game.
            (beat, shrug)
        We fucked up.  We made friends with him.

                    BEN
        Next time we'll all be more 
        professional.

                    RUSSELL
        Maybe so.
            (beat, an odd thought)
        But God forbid, the day comes when  
        selling yourself is as important as   
        the music you make.
            (rueful, to Hendrix on the 
             wall)
        You might have died at the right time, 
        my friend.

                    JANN
        Thank you for visiting.  Good luck.

                    RUSSELL
        Do what you want, but the story is  
        true.

LONG SHOT RUSSELL

at the entrance.  Raises his hand.

                    RUSSELL (cont'd)
        Good evening!

162A  EXT. SAN FRANCISCO - DAY                                    162A

Russell stands outside, a traveling man with no where to go. 
Oddly, and in a way that surprises him, the world begins to  
speak to him again... little noises everywhere, turning into a 
music of its own.  It's a beautiful and compelling "silence."  
He thrusts his hands deep in his pockets, and takes a breath   
of life.  His head filling again with the music of the world,  
he begins to walk down the street.  Very naturally, and quite 
randomly, he is noticed by young passersby.  They can't help  
it.  He looks like a star.  They can't quite figure out who it  
is, but it's someone, and they begin to follow him down the  
street.   Unbeknownst to him as he walks along, deep in thought, 
a small crowd begins to form... following him.

163   INT. BREAKFAST TABLE - DAY                                    163 

A quiet kitchen.  Anita has been cooking.  A substantial 
breakfast has been placed on the table.  Sausage, orange 
juice... and now Anita sets down a plate of pancakes, with 
syrup and butter, in front of her mother.  William watches his 
mother facing an old enemy - white sugar.

                    ANITA
        They're called pancakes.  Who knows  
        when we'll be together again.  Splurge.  
        It's what most people call breakfast.

Mom looks at her children, and takes a breath.

                    ELAINE
        I went through your records.  And I 
        found a song to play for you.

She goes to the stereo and puts on a record.  The two children  
eye each other - what's coming next?  (Song to be chosen)     
The two kids eye each other again.  Self-consciously avoiding  
their gaze, Mom sits and toys with her breakfast.  It's a song  
she clearly wants them to hear.  It's a song from the heart.  
They look at her, amazed.  Elaine looks up, regards her family. 
Somehow they're back at this table.  They continue eating 
breakfast.

164   ON SIDEWALK                                                   164 

Bam.  A bundle of bound Rolling Stone Magazines lands on the 
newsstand pavement with a thud.  Someone reaches in to cut the 
cord, as the magazines puff up into view.  It's the new issue, 
with Russell Hammond on the cover.  The title: Stillwater Runs 
Deep.  Just another stack of magazines waiting to be places in 
the racks.

                                                  FADE OUT

Music segues to Led Zeppelin's "Four Sticks."  Penny Lane's 
sleeping Polaroid shots of our characters, featuring a few 
self-portraits.

                    THE END