FOR

EDUCATIONAL USE ONLY

UNTITLED

Cameron Crowe
December, 1998

UNTITLED
 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?

INTER
CUT:
 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?

INTER
CUT:

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.

INTER
CUT:

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?

INTER
CUT:

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.

INTER
CUT:

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.
 INTE
RCUT

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.

INTER
CUT:

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