JewboyII
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                                  "Jewboy II: More Jew"

                                            by
                                     Paul M. Wolford


                                       Revisions by
                                     Paul M. Wolford


                                   Current Revisions by
                              Paul M. Wolford, July 14, 2004

         1     FADE IN:                                                 1

               Darkness.

               SUPER: 4 MONTHS LATER. MONDAY.

               A familiar theme song begins playing, "THE FAMILY FEUD."



         2     INT. FAMILY FEUD SET - DAY                               2

               The CROWD claps along to the music.

                                   FEUD ANNOUNCER (V.O.)
                         It's time to play the Family Feud!

               ANGLE ON - THE JENKINS SIDE, as the door is SHUT with "THE
               JENKINS" written across it.

                                   FEUD ANNOUNCER (V.O.) (CONT'D)
                                   (cont'd)
                         The Jenkins family!

               The door OPENS to reveal an WHITE UPPER CLASS FAMILY in an
               "holier then thou" pose.

                                   FEUD ANNOUNCER (V.O.) (CONT'D)
                                   (cont'd)
                         John, Barbra, Joyce, Janet, Sarah
                         and Jimmy!

               The Jenkins' rejoice and run down to the microphones.

                                   FEUD ANNOUNCER (V.O.) (CONT'D)
                                   (cont'd)
                         Playing against...

               ANGLE ON - THE HAMMACKS' SIDE, as a door is shut with "THE
               HAMMACKS" written across it.

                                   FEUD ANNOUNCER (V.O.) (CONT'D)
                                   (cont'd)
                         The Hammack Family!

               The door opens to reveal BILLY, SHAWN, PAUL, CODY and MIKE!
               Needless to say this special occasion calls for KISS makeup
               for three of them. And we all remember what three we're
               talking about. ERIC CARR for Billy. GENE SIMMONS for Cody.
               PAUL STANLEY for Paul. All standing in KISS poses while Shawn
               and Mike, lighting up a cigarette, sit on the couch.

                                   FEUD ANNOUNCER (V.O.) (CONT'D)
                                   (cont'd)
                         Billy, Shawn, Paul, Cody and Mike!

               The "Hammacks" run down to the Microphones.

                                   FEUD ANNOUNCER (V.O.) (CONT'D)
                                   (cont'd)
                         You're here to see these two teams
                         battle it out for twenty thousand
                         dollars! And now the star of the
                         show RICHARD KARN!

               The crowd ERUPTS as RICHARD comes out and waves to the crowd.
               The Jenkins clap respectfully as the "Hammacks" fight over
               who stands where. They end up standing in the same order they
               were announced.

                                   RICHARD
                         Thank you! Good day! Let's play the
                         feud!

               MUSIC plays again as Billy and John head up to the center
               podium and shake hands.

                                   RICHARD (CONT'D) (cont'd)
                         Okay, one hundred people were
                         surveyed, top ten answers are on
                         the board. Give me the best answer.
                         Name something that hurts.

               RING! Billy rings in!

                                   BILLY
                         Falling on your drumsticks.

               The "Hammacks" clap their hands and cheer Billy on with the
               classic: "GOOD ANSWER!"

                                   RICHARD
                         Falling on your drumsticks?

                                   BILLY
                         Hurts like the dickens, Alex.

                                   RICHARD
                         That's Richard.

                                   BILLY
                         Yeah, like I care.

                                   RICHARD
                         Okay... Survey says! A RED X pops
                         up on the screen.

         3     EHHHHHH!                                                 3

                                   BILLY
                         That's bullshit, man! Who do you
                         people survey?!

                                   RICHARD
                         Settle down.
                             (to John)
                         John, do you have an answer?

               RING! John rings in.

                                   RICHARD (CONT'D) (cont'd)
                         You don't have to ring in, John.

                                   BILLY
                             (under his breath)
                         Dumbass.

                                   JOHN
                         I will say... hitting your thumb
                         with a hammer.

               The audience and his family praise the answer.

                                   RICHARD
                         Hitting your thumb with a hammer?
                         Sounds like a good answer. All
                         right, survey says!

               DING! Smashed Thumb is the NUMBER ONE answer.

                                   RICHARD (CONT'D) (cont'd)
                         Do you want to play or pass?

               John looks back to the his family. All say to PLAY.

                                   JOHN
                         We'll play.

                                   RICHARD
                         All right. Billy head back to your
                         side and we'll continue the feud!

               A disappointed Billy heads back to his side while Richard and
               John head to the Jenkins' side.

                                                           JUMP CUT TO:



         4     INT. FAMILY FEUD SET - LATER                             4

               Richard is standing in front of Shawn who takes in every word
               that Richard says.

                                   RICHARD
                             (dead serious)
                         Okay, Shawn it's up to you. Top
                         three answers are on the board. You
                         have two strikes against you and no
                         points. If you get this answer
                         correct your team is still alive.
                         The points in this round are
                         tripled and if you win this round
                         then you'll win the game and go on
                         to play for twenty thousand
                         dollars.
                             (beat)
                         Are you ready?

                                   SHAWN
                         Ready.

                                   RICHARD
                         Okay. What is the first thing a
                         married couple does on their
                         wedding night? Shawn thinks it
                         over.

                                   SHAWN
                         Hmm... chew tobacco.

                                   BILLY
                         Damn it, Shawn!

                                   PAUL
                         Lick it up!

                                   CODY
                         God of thunder!

                                   MIKE
                         Shiittt!

                                                                CUT TO:



         5     EXT. BILLY'S HOUSE - DAY                                 5

               Not much has changed since we've last been here. A SKUNK
               walks along the sidewalk and heads towards the SEWER DRAIN.
               The skunk gets a whiff then PASSES OUT.

               SUPER: TUESDAY



         6     INT. BILLY'S HOUSE - LIVING ROOM - DAY                   6

               Paul shakes his head while looking out the window.

                                   PAUL
                         Dude, your poop still stinks. 

               Dakota, Billy and Cody sit around the room depressed. Upon
               hearing the update Dakota smiles.

                                   DAKOTA
                         I rule.

                                   CODY
                         Dude, we needed that twenty
                         thousand dollars for our tour. Now
                         we have to win everyone over at the
                         Rock Festival on Friday and hope we
                         get noticed.

                                   DAKOTA
                         Yeah, if we even make it that far.
                         I don't really trust ridding in
                         Billy's modified School-slash-tour
                         bus.

                                   BILLY
                             (correcting)
                         The proper term is Billy-rigged.

                                   DAKOTA
                         And the only money we have is from
                         our suck-ass jobs at Little
                         Imperial.

                                   CODY
                         I wonder if our chicks have any
                         money?

                                   PAUL
                         Oh...yeah, I forgot to tell you.
                         You don't have females anymore.

                                   CODY
                         We don't?

                                   PAUL
                         No.

                                   CODY
                         Why?

                                   PAUL
                         I didn't want them in the sequel.
                         Besides what's the chances of them
                         doing another JEWBOY movie?

                                   DAKOTA
                         Let me guess, you're still dating
                         Shandi, right?

                                   PAUL
                         Technically I never dated her so,
                         no.

                                   DAKOTA
                         Oh.

                                   CODY
                         But you like her.

                                   PAUL
                         That doesn't mean anything.

                                   CODY
                         Of course it does.

               Bill gets up and heads towards the front door.

                                   BILLY
                         Well, you're better off single like
                         me. I'll catch up with you dudes
                         later. I have to finish Billy
                         rigging the bus. Have fun at work. 

               Cody, Dakota and Paul groan.

                                                                CUT TO:



         7     EXT. LITTLE IMPERIAL - KITCHEN - DAY                     7

               The most blatant rip-off of Little Caesars we can get without
               being sued. The phrase "pizza! pizza!" has been replaced with
               "food! food!"



         8     INT. LITTLE IMPERIAL - KITCHEN - DAY                     8

               A small kitchen for a small restaurant. Around seven or eight
               EMPLOYEES are working. Everyone is wearing the same black
               shirt and beige khakis, though some have chosen the option of
               wearing shorts instead of long pants. Some are washing
               dishes. Others are flattening the dough and placing them on
               pizza pans. Some are taking the pizza out of the oven and
               sticking them in boxes. None of the women or girls are tall
               enough to reach anything other then the pizza's.

               Semi-known rap lyrics by Tupac and Snoop, etc. are being
               rapped LOUDLY every minute or two by one of the day managers,
               DANIEL. Right now he has the back door propped open with a
               2x4 while smoking a cigarette.

               And lastly our heros are at the "PIE BAR/PIZZA COUNTER"
               working hard for the money. Cody POURS sauce on the pizza
               dough with a large spoon then puts cheese on it, slides the
               pan to Dakota and Paul who finish it off with the toppings. 

               And as you would guess they're making some of the worse
               looking pizza's ever made. Oh, let's not forget about the
               thirty ORDER TICKETS they have in front of them.

                                   PAUL
                         My back hurts.

                                   DAKOTA
                         Mine too.

                                   CODY
                         I hear ya'.

               A horrendously loud BUZZER goes off.

                                   PAUL
                         I hate that damn door buzzer.

               ANGLE ON - FRONT DOOR, as we see NICK, the Head Manager walk
               into the store and make straight for the kitchen. Once
               through the door he begins washing his hands.

                                   NICK
                         Who wants to hold the sign? No
                         answer.

                                   NICK (CONT'D) (cont'd)
                         Paul? You want to hold the sign?

                                   PAUL
                         Do I get paid extra?

                                   NICK
                         No.

                                   PAUL
                         Do I have to dance or anything?

                                   NICK
                         No. Just stand there and hold the
                         sign.

                                   PAUL
                         Okay.

               While Nick goes over to speak with Cody and Dakota, Paul
               takes off his vinal apron, hangs it up, washes his hands,
               then heads out of the kitchen.

                                   NICK
                         How are things going over here?

                                   CODY
                         Okay, I guess.

                                   NICK
                         What about you, Dakota?

                                   DAKOTA
                         Yeah.

                                   NICK
                         "Yeah" what?

                                   DAKOTA
                         Yeah, that.

                                   NICK
                         "That" what?

                                   DAKOTA
                         You got it.

                                   NICK
                             (confused)
                         Okay...

                                                                CUT TO:



         9     EXT. LITTLE IMPERIAL - THAT MOMENT                       9

               A pathetic looking Paul is standing under the shade of a tree
               in front of a FOUR-WAY INTERSECTION. He is holding up a large
               sign that reads:

                          HEATED AND PREPARED PIZZAS FOR A BUCK

               Paul looks over his shoulder. No more then fifty feet behind
               him we see a LARGER SIGN saying the EXACT same thing that his
               sign says.

                                   PAUL
                         This is stupid.

               Vehicles drive past Paul. The drivers and passengers either
               laugh or stare at him like idiots while they pass. In other
               words, it's nothing that hasn't happen to him every time
               we've seem him go somewhere in the first JEWBOY movie.

               A large truck drives by with TWO HILLBILLIES. The PASSENGER
               HILLBILLY with a prominent mustache that hasn't been trimmed
               since Carter yells.

                                   HILLBILLY PASSENGER
                         Get a real job!

               The Driver laughs his ass off as they drive by.

                                   PAUL
                         Grow a set of balls.
                             (beat)
                         Shit! I should have said that
                         louder that was a good one.

               A GREEN VAN drives by on the street directly beside Paul.

                                   CLOSE DRIVER
                         Get a job!

                                   PAUL
                         Dickfucker!

                                                               BACK TO:



        10     INT. LITTLE IMPERIAL - KITCHEN - THAT MOMENT            10

               Dakota looks around like he just heard his name yelled.

                                   DAKOTA
                             (to Cody)
                         Dude, you say something?

                                   CODY
                         Nope.

               To the FAR RIGHT of Cody and Dakota Nick is cutting giant
               globs of Pizza Dough with his back to us. Dakota and Cody
               have about four completed pizza's stacked on the table and
               they have about EIGHTY tickets before them now and more are
               being printed as we speak. Dakota stops layering the toppings
               when he notices Cody rocking back and forth.

                                   DAKOTA
                         Dude?

                                   CODY
                         I need to crack this bitch.

                                   DAKOTA
                         Go for it.

               Cody backs up from the table with sauce spoon in hand and
               swings his upper body to the LEFT. CRACK!

               An organismic grin beams across Cody's face.

                                   CODY
                         Ohh, yeah.

               Cody swings his upper body RIGHT. Sauce from the cup goes
               flying across the Kitchen SPLATTERING the wall next to Nick.
               Upon impact Cody and Dakota do the worlds fastest about face.

                                   DAKOTA AND CODY
                             (whispers)
                         Oh, shit!

               Don't worry though. Nick didn't see it... yet. However, when
               Cody and Dakota look up they see Daniel looking at them. He
               saw the whole thing. Dakota and Cody are scared shitless...
               until.

                                   DANIEL
                             (rapping)
                         Deathrow is the record that...
                             (falsetto)
                         Pays me!

                                                                CUT TO:



        11     EXT. LITTLE IMPERIAL - DAY                              11

               Cars are still going by. People are laughing.

               Two cross sections over a TRUCK stops at a red light. The
               DRIVER is a WOMAN on a cellphone. Sliding out of the
               passenger side of the truck, Bo and Luke style, is a REDNECK
               with short black hair dressed in black and he's a complete
               piece of shit and proves his mentality by shouting at Paul.

                                   REDNECK
                         Get a real job!

                                   PAUL
                         Thank you!

               Paul shakes his head in disgust as the Redneck slides back
               into the truck.

                                   PAUL (CONT'D) (cont'd)
                             (under his breath)
                         God, I hate my life.

                                                               BACK TO:



        12     INT. LITTLE IMPERIAL - KITCHEN - THAT MOMENT            12

               While everyone continues to work Dakota starts a GIGGLING fit
               over the recent events.

                                   CODY
                             (whispers)
                         Shut up, Dakota.

                                   DAKOTA
                             (trying to stop)
                         I can't help it.

                                   NICK (O.S.)
                         What the...?!

               Cody looks over to a furious Nick who has just spotted the
               debased wall.

                                   CODY
                             (whispers)
                         Oh, man.

                                   NICK
                         Who did this?!

               Dakota's giggling is so bad now everyone in the back focuses
               on him.

                                   CODY
                             (whispers)
                         Shut up, Dakota.

               Nick spins around. Dakota turns into Benedict Arnold.

                                   DAKOTA
                             (pointing at Cody)
                         This freaky motherfucker over here
                         did it!

                                   CODY
                         Ace you asshole!

                                                                CUT TO:



        13     EXT. LITTLE IMPERIAL - THAT MOMENT                      13

               We're still waiting for the light to change. Guess what? It
               doesn't. The Redneck Bo and Luke's the door again.

                                   REDNECK
                         Quit your job and get a real one!

               Paul stares at the Redneck. Rage becomes him. Paul presses
               the side of his glasses.

               AN INTENSE BEAM OF RED LIGHT SHOOTS OUT HIS EYES.

               Somehow Paul has gained the same power that CYCLOPS from the
               X-MEN has. The beam hits a giant GROCERY STORE SIGN next to
               the truck. The Redneck laughs.

                                   REDNECK (CONT'D) (cont'd)
                         You missed!

               The laughing slowly stops as a loud CRACKING sound is heard.
               The Redneck turns and sees the sign falling down towards the
               truck. The Redneck SQUEALS like a pig then -- CRASH! Paul
               smiles.

                                   REDNECK (O.S.) (CONT'D) (cont'd)
                             (tunneled)
                         Your job sucks!

               Paul quickly snaps out of his day dream. The truck is still
               there, so is the Redneck. Damn it!

                                   REDNECK (CONT'D) (cont'd)
                         You're getting paid five dollars an
                         hour to do nothing! They're ripping
                         you off! Quit your job!

               The light turns GREEN, finally and the truck drives away.

                                                               BACK TO:



        14     INT. LITTLE IMPERIAL - KITCHEN - THAT MOMENT            14

               Nick is in the middle of berating Cody who is taking it with
               stride. Nick points to the sauce container and is oblivious
               to Cody's comments.

                                   NICK
                         Do you know how much this cost?!

                                   CODY
                         It couldn't have cost much; it
                         sucks.

                                   NICK
                         We can not have people wasting our
                         special sauce! It is imperative to
                         our infrastructure to have
                         teammates who protect our best
                         interests and wasting the sauce by
                         smearing it on the wall is not how
                         we do it, Mr. Cody!

                                   CODY
                         So I've been told.

                                   NICK
                         Now go wipe that off the wall with
                         the Little Imperial's patent
                         pending plastic spatula and put it
                         back into the sauce container!

                                   CODY
                         Okay.

                                                                CUT TO:



        15     EXT. LITTLE IMPERIAL - THAT MOMENT                      15

               Thankfully there are no cars. No cars means no yelling or
               laughing. Paul puts his foot on a tree stump and rests the
               sign on his leg, then his chin on the top of the sign. Within
               in seconds Paul is asleep.

                                   BLEACHED BLONDE WOMAN (O.S.)
                         Hey!

               Paul wakes up and turns to see a BLEACHED BLONDE WOMAN in her
               mid - late twenties in a rusted out white car at the red
               light.

                                   BLEACHED BLONDE WOMAN (CONT'D)
                                   (cont'd)
                         Hey... if I give you a dollar will
                         you dance a little for me?!

               He quickly thinks it over.

                                   PAUL
                         A dollar?!

               The woman shakes her head, "Yes." Paul turns his head towards
               US breaking the fourth wall and smiles.

                                                               BACK TO:



        16     INT. LITTLE IMPERIAL - KITCHEN - THAT MOMENT            16

               Dakota puts a pizza in the oven and looks over at Cody who is
               talking to the wall using a pathetic demon voice.

                                   CODY
                             (pathetic demon voice)
                         ...I am the lord of the waste
                         lands, a modern day man of steel.
                         Thou shalt not say such lies for I
                         am the unholy Dr. Love and hate is
                         what I am. I will make you scream
                         in sweet pain for I love it lo--

                                   DAKOTA (O.S.)
                         Man, this place sucks! We quit.
                         Come on, Cody.

                                   CODY
                         Okay.



        17     EXT. LITTLE IMPERIAL - MOMENTS LATER                    17

               Cody and Dakota walk out the front door in time to see the
               Bleached Blonde Woman getting back into her car that is now
               parked in Little Imperial's driveway. Paul pockets some
               change he made. 

               Cody and Dakota watch her drive away then walk up to Paul
               with each on either side of Paul putting him in the middle.

                                   DAKOTA
                         Let's go to Bill's.

                                   PAUL
                         Did we quit?

                                   DAKOTA
                         Indeed.

                                   PAUL
                             (tossing the sign in the
                              street)
                         All right.

               Our heros start the march home.

                                                                CUT TO:



        18     INT. BILLY'S GARAGE - DAY                               18

               The band is loading their final belongings into a supped-up
               SCHOOL BUS for the tour. Paul walks around the bus with a
               clip board.

                                   PAUL
                         All right, that's all the
                         necessities. Everyone have all
                         their little mementos that they
                         just can't bare to part with?

               Paul climbs into the --



        19     INT. BUS - CONTINUOUS                                   19

               Everyone sits down.

                                   DAKOTA
                         Got my stuff.

                                   PAUL
                         Cody?

               Suddenly

               MIKE AND SHAWN PULL INTO THE DRIVE WAY.

                                   BILLY
                         About time they got here.

                                   DAKOTA
                         Are you sure it's a good idea to
                         bring these two along?

                                   BILLY
                         Dude, I'm not driving all the way
                         to those cities.

                                   CODY
                         He's right. Plus, Dakota's a psycho
                         behind the wheel.

                                   DAKOTA
                         What are you talking about? I'm a
                         great driver but I do hesitate
                         about driving in this death trap.

                                   BILLY
                         Hey, I guarantee you that this is
                         the safest vehicle on the road.
                         Only a complete idiot would think
                         otherwise.

                                   MIKE (O.S.)
                         Shiittt, I ain't driving that
                         fucking thing! Mike and Shawn,
                         along with some luggage, get on the
                         bus.

                                   SHAWN
                         What's up, Paul?!

                                   PAUL
                         Hey, dude.

               Paul gets up and takes their luggage to the back of the bus.
               Mike goes to a seat and opens the window and lights a
               cigarette.

                                   MIKE
                         Shit, boys where's the beer and
                         women at?

                                   DAKOTA
                         We don't have any.

                                   SHAWN
                         What happened to those chicks you
                         were dating?

                                   DAKOTA
                         Paul wouldn't let them do the
                         sequel 'cause he's an asshole.

                                   PAUL (O.S.)
                         Shut up, dickfucker!

               Shawn heads to the DRIVER'S SEAT and closes the door, then
               STARTS the bus up.

                                   SHAWN
                         Rock 'n' Roll!

               Shawn slams on the GAS and pulls out onto the,

               DRIVEWAY,

               and CRASHES into his car. The Band and Mike bust out
               laughing.

                                   SHAWN (CONT'D) (cont'd)
                         Come on man that ain't funny! I
                         still have eighty payments left!

                                                                CUT TO:



        20     EXT. HIGHWAY - DAY                                      20

               Our heros are making good time down the highway.



        21     INT. BUS - DAY                                          21

               Everyone is doing their own thing while Shawn continues to
               drive.

                                   BILLY
                         Dude, this rocks, we're on tour!

                                   DAKOTA
                         We rule!

                                   CODY
                         Centuries of Sin kicks ass!

                                   PAUL
                         Dude, I think we're going to have
                         to change that name.

                                   CODY
                         Why?

                                   PAUL
                         I think somebody already has it.

                                   BILLY
                         Oh, really?

                                   PAUL
                         I wouldn't doubt it. You know how
                         we are with band names.

                                   BILLY
                         Yeah, we don't have the best of
                         luck with that do we?

                                   MIKE
                         How long are we going to be gone
                         again?

                                   DAKOTA
                         Seven days.

                                   MIKE
                         Hell yeah, dawg. Seven days and no
                         work.

                                   SHAWN
                         Mike, you don't even work at work.
                         I do everything there.

                                   MIKE
                         I have to conserve my energy for my
                         films.

                                   SHAWN
                         You mean porn?

                                   MIKE
                         Yeah. And, I'm going to expand. I'm
                         sending my stuff to Japan and get
                         me some work with some ninja babes.
                         I'm going to be an international
                         sex symbol
                             (beams with joy)
                         just like Burt Reynolds.

                                   CODY
                         I'm hungry!

                                   DAKOTA
                         Shut up, Gene.

                                   CODY
                         No, the demon wants food!

                                   SHAWN
                         I think there's a restaurant a few
                         miles from here. It's kind of a
                         country one though.

                                   DAKOTA
                         No! I am not going anywhere country
                         with Paul and Cody again!

                                   BILLY
                         Why not? The only thing that ever
                         happens is Paul getting his ass
                         kicked.

                                   PAUL
                         You go to hell, cheese for dick!
                         That only happened once and I
                         didn't get my ass kicked!

                                   SHAWN
                         That's right both you and Cody got
                         your asses kicked.

                                   CODY
                         Fuck you! I don't need you!

                                                                CUT TO:



        22     EXT. COUNTRY COOKING - DAY                              22

               Our heros stand outside a crowded Country Restaurant.

                                   BILLY
                         It doesn't look that bad.



        23     INT. COUNTRY COOKING - ENTRANCE - DAY                   23

               A loud and busy restaurant comes to HALT when the boy's walk
               through the front door.

                                   CODY AND PAUL
                         What?!

               Quickly everyone turns back to their meals and conversations.
               A young hot WAITRESS that has been poured into a pair of
               tight blue jeans walks up to the guys.

                                   ANN
                         Howdy fellas.

                                   OUR HEROS
                         Yo!

                                   ANN
                         I'm Ann, I'll be your waitress,
                         tonight. What do we have a table
                         for... six?

                                   SHAWN
                         Yep.

                                   ANN
                         All right boys, follow me. Paul
                         JUMPS in front of everyone and
                         follows closely behind Ann staring
                         at her rear while she leads them to
                         their --



        24     INT. COUNTRY COOKING - TABLE - CONTINUOUS               24

               Everyone sits down at the table as she pass out their menus.

                                   ANN
                         Now, is there anything I can get
                         you guys while you look over the
                         menus?

                                   PAUL
                         You can serve me up a nice piece of
                         that sweet ass of yours.

        25     GASP!                                                   25

               Paul and everyone at the table covers their mouths in shock.
               Ann laughs, she's hears this crap all the time but has a
               sense of humour about it.

                                   ANN
                         Well, that'll depend on how big you
                         tip.

                                   PAUL
                         Uh... I don't tip. You got a job
                         female.

                                   DAKOTA
                         "Dr. Pepper" all around.

                                   ANN
                         You got it.
                             (to Paul)
                         Oh, and about the tip. Too bad,
                         sugar.

               Ann turns around to leave and THRUSTS her hip into Paul's
               shoulder. Before she walks off everyone gets a good look at
               her, well, you know. Paul grabs Billy by the shirt.

                                   PAUL
                         Give me your money.

                                   BILLY
                         Dude, calm down.

                                   PAUL
                         Mike, give me some money.

                                   MIKE
                         Hell, I ain't got any money.
                         Shawn's paying for my food.

                                   SHAWN
                         What?

                                   MIKE
                         Hey, this wasn't my idea. You want
                         me to come along you have to feed
                         me.

                                   PAUL
                         Dude, I need to tip that female!

                                   BILLY
                             (teacher to student)
                         Check it. Be cool and you'll get
                         her without the tip. Just relax and
                         be like me. Now, everyone just
                         chill out and let's get some food. 

               Under protest everyone checks out their menus. Out of nowhere
               Cody and Dakota scare everyone in the establishment.

                                   CODY
                         Man, I can't eat this shit!

                                   DAKOTA
                         Shawn, you asshole! This food blows
                         Cody's shithole! I'm surprised they
                         even have "Dr. Pepper."

                                   SHAWN
                         Shhh... dude, just keep looking
                         you'll find something. Get some
                         eggs.

                                   DAKOTA
                         I ain't eatin' no ovaries.

                                   SHAWN
                         What?

                                   DAKOTA
                         Eggs come from ovaries. That's why
                         you don't go down on a chick. Next
                         thing you know you'll have a sperm
                         filled egg salad shoot out on your
                         face.

               Everyone at the table agrees but Shawn.

                                   SHAWN
                         You people are idiots.

               Billy spots Ann coming back with the drinks.

                                   BILLY
                             (whispers to Paul)
                         Be smooth, dude and you'll nail it.
                         Just don't say anything stupid.

                                   PAUL
                         Got it.

               The guys continue to work on the menus while Ann serves the
               drinks.

                                   ANN
                         You guys find anything you want
                         yet?

                                   PAUL
                         "Country Toast." What's that -- the
                         redneck version of French Toast?

                                   CODY
                         Just give us some food, female!

                                   SHAWN
                         Dude, calm down.

                                   CODY
                         No, why should we? Look I ain't
                         getting any. Paul sure as hell
                         ain't getting any.

                                   PAUL
                         You got that right!

                                   CODY
                         So, why should we play nice if we
                         ain't getting a piece of anybody's
                         action?!

                                   PAUL
                         That song rules!

                                   DAKOTA
                         Indeed! Mick Mars, guitar god!

               Cody whips out a rolled up BATGIRL comic from his back pocket
               and stands up.

                                   CODY
                         I'm going to the bathroom. Cody
                         makes off for the head.

                                   ANN
                         Uh... so what are you guys getting?

                                   BILLY
                         Give me something with cheese on
                         it. Then double up on the cheese.
                         Then double up on that cheeses.

                                   ANN
                         You want six toppings of cheese?

                                   BILLY
                         Yeah.

                                   SHAWN
                         No wonder you never take a crap! I
                         knew you were full of it for a good
                         reason!

                                   BILLY
                         I don't like taking a crap, dude.
                         It's disgusting.
                             (to Ann)
                         But, if you don't have anything
                         with cheese on it I'll take some
                         "Flinstone's Cereal" straight out
                         of the box. No milk.
                             (on second thought)
                         No, wait. Just bring the box.

                                   ANN
                             (to Mike)
                         Okay, what do you want?

                                   MIKE
                         Give me the most expensive thing on
                         the menu.

                                   SHAWN
                         Dude.

                                   MIKE
                         I'm just playing. Give me two
                         plates of the most expensive thing
                         you got.

                                   SHAWN
                         Mike!

                                   MIKE
                         All right, just give me some
                         brownies.

                                   BILLY
                         They got brownies?

                                   MIKE
                         Yeah.
                             (points at menu)
                         Country Style Brownies. Shawn reads
                         Mike's menu.

                                   SHAWN
                         That's Country Style Bagels.

                                   MIKE
                         Well, shit I can't read. Give me
                         the bagels then.

                                   ANN
                             (to Shawn)
                         What do you want, darling?

                                   SHAWN
                         Give me the kids meal.

                                   ANN
                         You want the kids meal?

                                   SHAWN
                         Yeah, it's the cheapest thing on
                         here.

                                   ANN
                             (to Dakota)
                         What's heading your way sweetie?

                                   DAKOTA
                         Give me the pork-chops, mash
                         potatoes and corn. And a bottle of
                         A one Stake Sauce for the chops.

                                   ANN
                         All right.
                             (to Paul)
                         Back to you, babe.

                                   EVERYONE AT TABLE
                         He'll have the kosher meal.

                                   DAKOTA
                         Jew.

                                   PAUL
                         I'm good with just the "Dr.
                         Pepper." For all I know you're
                         making my food on the same stuff
                         your making the pig on. I don't
                         want any sin on my pizza.

                                   ANN
                         What pizza?

                                   PAUL
                         Don't worry about it. It's just one
                         my expressions --

               A WOMAN SCREAMS O.S.!

               Every turns around to see Cody running back to the table
               buttoning his pants up.

                                   BILLY
                         Dude, what happened?

                                   CODY
                         Man, I was jerking -- using the
                         bathroom and some chick walked in
                         on me.

                                   BILLY
                         Dude, why did a chick walk into the
                         mens room?

                                   CODY
                         I don't know, but its kinda wussy
                         looking in there and they don't
                         have any urinals and they sell
                         tampons.

               Cody whips out a tampon and shows it to everyone.

                                   DAKOTA
                         Haha, you dumbass, you went into
                         the women's room!

                                   CODY
                         Oh.

                                   PAUL
                         Did you get finished in the
                         bathroom?

                                   CODY
                         No. I'm going to be backed-up for a
                         week.

                                   MIKE
                         Blue-balls is bitch. I had that
                         when I was filming Cream Savers.
                         Get it? Cream... savers.

               Everyone stares at Mike.

                                   MIKE (CONT'D) (cont'd)
                         Man, you people don't know what's
                         funny.

                                   ANN
                             (to Cody)
                         What do you want to eat?

                                   CODY
                         Chicken fried lobster.

                                   DAKOTA
                         What the heck is chicken friend
                         lobster?

                                   CODY
                         I don't know but I want it.

                                   ANN
                         We don't have it.

                                   CODY
                         Give me some broccoli in a doggie
                         bag with some of that white
                         dressing stuff.

                                   ANN
                         All right. I'll be back with your
                         food in a few minutes.

               Ann heads off with everyone staring at her, well, you
               remember.

                                   PAUL
                             (staring)
                         I hate my life.

               Cody starts unwrapping the tampon package but he's having
               some trouble with it.

                                   DAKOTA
                         What are you doing?

                                   CODY
                         I'm taking this out.

                                   BILLY
                         Why?

                                   CODY
                         I don't know.
                             (to the tampon)
                         Come on, open.

               Cody grabs tightly and RIPS it open. The tampon FLIES through
               the air. Several tables over a MAN lifts up his glass and
               gets ready to take a drink. He turns to his WIFE  as the
               tampon DROPS into this glass and SUCKS up his drink.

                                   BILLY
                         Whoa, dude, those things actually
                         work!
                             (stands up)
                         Dude, check it! The freak over here
                         just threw a tampon into your
                         drink!



        26     EXT. COUNTRY COOKING - LATER                            26

               Our heros, sans Paul, are standing outside the School Bus
               waiting on him.

                                   DAKOTA
                         What's taking him so long?

               BOOM! Paul runs out front door of the restaurant. Walking out
               behind him are two very familiar girls. GOTH CHICK and
               DEREK'S GIRLFRIEND (well, Ex-girlfriend)!

                                   DAKOTA (CONT'D) (cont'd)
                         Fuck! What are they doing here?

                                   CODY
                         Hey, yo, Goth Chick! You --

                                   CHERRY
                         My name isn't Goth Chick, it's
                         Cherry!

                                   RACHEL
                         And my name is Rachel not "Derek's
                         Girlfriend" Dakota!

                                   CODY
                             (to Dakota chuckling)
                         What a bunch of stupid names.

                                   BILLY
                         Hey, what are you chicks doing
                         here?

                                   CHERRY
                         We're here to make sure Cody and
                         Dakota don't do anything stupid.

                                   DAKOTA
                         Aww, shit. It's the Motley Crue "No
                         Fun Tour" all over again when
                         Sharon wouldn't let Ozzy and the
                         boys have any fun.

               The girls head towards the bus but Mike takes a stand for all
               men in front at the bus door.

                                   MIKE
                             (laughing)
                         You ain't going anywhere.

               BAM! Cherry kicks Mike in the NUTS dropping him like a sack
               of potatoes.

                                   SHAWN
                         Fixed your blue ball problem didn't
                         she, Mike?

               The girls get on the bus while Cody and Dakota pick up Mike
               and carry him onto the bus.

                                                                CUT TO:



        27     INT. BUS - LATER                                        27

               A more somber and quieter group of heros ride along with a
               sad look on their faces. Oh, but the girls are having a
               splendid time!

               Paul sits next to Cody who is munching away LOUDLY on his
               BROCCOLI with his mouth OPEN. For the longest time Paul tries
               to ignore it but Cody won't stop!

               An ANNOYED Paul slowly turns his head and looks at Cody. Cody
               smiles at Paul and offers him some broccoli. Paul shakes his
               head, "No." Cody shakes his head, "Okay." Paul turns back and
               looks out the window.

               Cody chows down even louder. Our ears burst with loud,
               munching, sucking, SMACKING, CRUNCHING! Ahh!

                                   PAUL
                         Damn it!

                                   CODY
                         What?!

                                   PAUL
                         Quit it!

                                   CODY
                         What?!

                                   PAUL
                         That -- food!

                                   CODY
                         What?!

                                   PAUL
                         You're annoying me! Stop it!

                                   CODY
                         I'm just eating.

                                   PAUL
                         No! No, you're not! You're annoying
                         me! Go do your yum-yum, eat'em up,
                         eat'em up, yum's somewhere else!

                                   CODY
                         Where am I suppose to go?!

                                   PAUL
                         I don't care!

                                   BILLY
                         Guys! Chill out! We need to work on
                         our act! We don't have time for
                         this.

                                   DAKOTA
                         Where are we playing at first?

                                   BILLY
                         Disco club.

                                   DAKOTA
                         What?!

                                   BILLY
                         Check it. It's one of those retro
                         places that just opened. They're
                         desperate for bands. So we got a
                         good deal.

                                   CODY
                         Dude.

                                   BILLY
                         Yeah?

                                   CODY
                         I hate you!

                                                                CUT TO:



        28     EXT. DISCO CLUB - NIGHT                                 28

               A crowed parking lot can only mean one thing --



        29     EXT. DISCO CLUB - STAGE - NIGHT                         29

               A packed house. This time all dressed in seventy's threads.
               Up on stage is who else but our favorite band.

                                   PAUL
                         How ya' doin' people? The crowd is
                         doing good tonight.

                                   PAUL (CONT'D) (cont'd)
                         All right, well. Before we do this
                         first song I'm going to tell you a
                         true story about the guy who wrote
                         it.
                             (beat)
                         Several years ago he was running
                         around the United States rocking
                         and rollin'. One night he's walking
                         down the hallway of his hotel and
                         he saw this beautiful girl walking
                         down the hall.
                             (beat)
                         Now, I don't have to tell you but
                         he... LOVES... GIRLS! He loves them
                         eyes.
                             (beat)
                         Anyway -- he's walking down the
                         hallway and he sees this beautiful
                         girl walkin' past him and he's
                         thinking he should go get some
                         sleep but he looked at her and
                         tried to be REAL cool.

               Paul reaches behind his guitar and pulls up a "collapsible"
               TOP HAT and pops the top of it and puts it on his head and
               does a quick DANCE STEP in time with Billy's drums.

                                   PAUL (CONT'D) (cont'd)
                         And he looked at her. And he tired
                         to resist her. But Lord when he
                         kissed her, he said, "Baby... I WAS
                         MADE FOR LOVIN' YOU!"

               Billy, Dakota and Cody kick into a suped up version of "I WAS
               MADE FOR LOVIN' YOU". The crowd loves it! 

               Paul goes up to the mic for the first verse then--

                                   PAUL (CONT'D) (cont'd)
                             (calmly)
                         Fuck.

               The band stops playing.

                                   DAKOTA
                         What is it?

                                   PAUL
                         I forgot how to play the rest of
                         the song.

                                   DAKOTA
                         Haha!

                                   BILLY
                         Dude, how can you forget how to
                         play it?

                                   CODY
                         'Cause he sucks.

                                   PAUL
                         No, Gene sucks. He's the one who
                         started singing the lyrics to "Rock
                         'n' Roll All Nite" while singing
                         "Let Me Go Rock 'n' Roll" on the
                         video I got.

                                   CODY
                         That didn't happen! Gene never
                         messes up!

                                   PAUL
                         He did that night!

                                   CODY
                         Liar!

               Cody CHARGES. Paul DODGES. Cody NAILS Dakota instead. Poor
               Dakota FLIES off the stage into the UNSUSPECTING CROWD taking
               out two rows. Dakota jumps back up and aims the head of his
               guitar at Cody and makes SHOOTING motions with it.

                                   DAKOTA
                         Bang! Bang! Bang! Bang!

                                   CODY
                         What are you doing?

                                   DAKOTA
                         Dang it! Billy you were suppose to
                         Billy-rig this thing like Ace's
                         guitar to shoot rockets!

                                   BILLY
                         Yeah, I didn't do that.

                                   DAKOTA
                         Why not?

                                   BILLY
                         'Cause I don't care.

                                   PAUL
                         Um, guys.
                             (points off stage)
                         Look.

               Everyone turns to see an EMPTY CLUB with just Shawn and the
               girls sitting in the seats. Mike helps himself to an empty
               bar.

                                   BILLY
                         Oh, crap! Everyone left!

                                   CODY
                         Man, we suck.

                                                                CUT TO:



        30     EXT. MOTEL 6 - NIGHT                                    30

               The bus, taking up several parking spaces, is parked outside
               the Motel 6.



        31     INT. MOTEL 6 - BAND'S ROOM - NIGHT                      31

               Everyone is huddle together as a serious problem has just
               been sprung on the band. The room has only --

                                   CHERRY
                         One bed?

                                   MIKE
                         Hey, it's cool. The girls can get
                         the bed --

                                   BILLY
                         And I'll get my camcorder!

                                   MIKE
                         Yeah!

                                   CODY
                         No way, I want some poontang! And
                         damn it, I'm tired of getting
                         Paul's sloppy seconds! My dick
                         won't fit in their asshole when
                         he's done with them!

                                   PAUL
                             (giggles)
                         I got a big dick.

                                   SHAWN
                         Wait, how are we going to do this?

                                   MIKE
                         Well, you see Shawn, when you have
                         an orgy --

                                   BILLY
                         I got some Easy Glide in the bus!

                                   RACHEL
                         What do you have easy glide for?

                                   BILLY
                         I don't know. In case I meet a
                         chick from Sweden.

                                   RACHEL
                         What does that have to do with
                         anything?

                                   BILLY
                         Well, you know how Swedish chicks
                         are.

                                   RACHEL
                         No.

                                   BILLY
                         Oh come on, you know.

                                   RACHEL
                         No.

                                   BILLY
                         Mikey knows.

                                   MIKE
                             (big smile)
                         Yeah, I do.

                                   CODY
                         Hell with this! You guys figure out
                         the sleeping arrangements I'm
                         taking a walk.

               Cody leaves the room.

                                   BILLY
                             (to Rachel)
                         Are you a whore?

                                   RACHEL
                         No.

                                   BILLY
                         Oh... cause I heard you were.

                                   RACHEL
                         No.

                                   BILLY
                             (a long beat)
                         So... if you were a whore, how much
                         would you cost?



        32     EXT. MOTEL 6 - NIGHT                                    32

               Cody walks around outside the motel and spots a GAS STATION
               across the street. Cody shrugs -- might as well.



        33     INT. GAS STATION - MOMENTS LATER                        33

               Cody walks around the station and spots some SCRATCH AND WIN
               Lotto tickets next to the register. Cody digs into his front
               pocket and pulls out a handful of CASH.

                                                                CUT TO:



        34     EXT. MOTEL 6 - MORNING                                  34

               A bright beautiful sun shines down upon the Motel 6. A great
               omen for our hero's.

               SUPER: WEDNESDAY

                                   BILLY (O.S.)
                         YOU DID WHAT?!



        35     INT. MOTEL 6 - BAND'S ROOM - MORNING                    35

               Cody sits on the bed with a guilty look.

                                   CODY
                         I blew all the money on lotto
                         tickets.

                                   DAKOTA
                         Ahh! You ass!

                                   SHAWN
                         Who put Cody in charge of watching
                         the money?!

               Cody slowly raises his hand.

                                   SHAWN (CONT'D) (cont'd)
                         Who didn't object to it?!

               Billy, Dakota and Paul slowly raise their hands.

                                   SHAWN (CONT'D) (cont'd)
                         Great.

                                   PAUL
                         Hey, wait. I got a plan.

                                   DAKOTA
                         What?

                                   PAUL
                         Isn't the comic-con thing this
                         weekend?

                                   DAKOTA
                         Yeah.

                                                                CUT TO:



        36     INT. COMIC-CON - OPEN FLOOR - DAY                       36

               Shawn, Paul and Dakota are on the floor of the Comic-Con.
               Paul is wearing PAUL STANLEY MAKEUP and a RIC FLAIR style
               ROBE while holding a sign written in CRAYON:

                     THE PAUL STANLEY GUITAR/RIC FLAIR RETIREMENT FUN.

               Dakota and Shawn stand next to Paul holding Billy's DRUM TOM
               TOMS upside down collecting cash.

        37     AWAY FROM THE GROUP,                                    37

               Cody walks around checking out various comics, not really
               interested in anything. Cody looks up from the comics and
               sees--

               BATGIRL

               signing autographs. Cody stares in awe. Batgirl notices him
               looking at her and waves to him with a smile. Cody grins ear
               to ear and waves back. Batgirl giggles while continuing to
               sign autographs as she keeps looking back to Cody every now
               and then.

               Cherry walks up behind Cody and notices the interaction
               between Cody and his goddess.

                                   CHERRY
                         What are you doing? Cody continues
                         to smile.

                                   CHERRY (CONT'D) (cont'd)
                         Cody?

                                   CODY
                         Why can't that be you?

                                   CHERRY
                         What?

                                   CODY
                         Look at her. She's beautiful.

                                   CHERRY
                         And what am I?

                                   CODY
                         Not her.
                             (Cody waves again)
                         Hey, baby.

               Batgirl waves back. Cherry sighs in disgust.

                                   CHERRY
                         Gee, Cody do you want me to go and
                         see if she'll sleep with you?

                                   CODY
                         Would you?

               Cherry grabs Cody by the arm and walks up to Batgirl who
               finishes up with some autographs.

                                   BATGIRL
                         Hello.

                                   CHERRY
                         Hi. For some reason My boyfriend is
                         infatuated with you even though
                         you're just a slut in a rubber
                         suit.

                                   CODY
                         And a beautiful slut at that.

                                   CHERRY
                         Anyway, he want's to have sex with
                         you. So if you're on a break in the
                         near future will you please bang my
                         boyfriend.

                                   BATGIRL
                             (huge smile)
                         Is he the one in the KISS make-up?

                                   CODY
                         What?!

               Cody turns around and notices that from across the floor Paul
               is a straight shot from where Cody was standing. She was
               waving at him all along! Paul waves to Batgirl. She waves
               back.

                                   CHERRY
                             (huge smile)
                         Yep, that's him!

                                   CODY
                         What?!

                                   BATGIRL
                         Oh, hell yeah. Bring him over here.

                                   CODY
                         What?!

                                   CHERRY
                         I'll be right back. Come on Cody.

                                   CODY
                         What?!

               Cherry drags Cody away.

               OVER AT THE "FUND RAISER"

               Dakota and Shawn count the money in the tom-tom's while Paul
               watches Cody get dragged over to his spot.

                                   CHERRY
                         Hey, Paul. Batgirl wants to pull
                         the trigger on your love gun.

                                   PAUL
                         Okay.

                                   CODY
                         My life sucks! ANGLE ON - PAUL, as
                         he runs towards Batgirl. He reaches
                         her in no time.

                                   BATGIRL
                         Hi.

                                   PAUL
                         I have a telepathic link with Paul
                         Stanley.

                                   BATGIRL
                         I can see that.

                                   PAUL
                         So are we gonna do it?

                                   BATGIRL
                         This way baby.

                                   PAUL
                         All right!

               Batgirl takes Paul's hand and leads him into a --



        38     INT. COMIC-CON - BACK ROOM - CONTINUOUS                 38

               Batgirl flips on the light and closes the door.

                                   PAUL
                         So you finally got the job at Comic
                         Con, huh?

               Batgirl pulls back her cowl. It's SHANDI, Paul's semi-love
               interest from the first flick.

                                   SHANDI
                         How'd you know it was me?

                                   PAUL
                         Do you wanna talk or do you wanna
                         get it on?

               Shandi smiles and pulls the cowl back over her head.



        39     INT. COMIC-CON - OPEN FLOOR - DAY                       39

               Cody wallows in his own shame. Out of no where BILLY walks up
               with a BLOND BOMBSHELL on his arm.

                                   BILLY
                         Dude, check it!

                                   GRETCHEN
                             (Swedish accent)
                         I'm Gretchen from Sweden, ja?

               Billy turns back to Shawn and Dakota with huge smile. Billy
               couldn't be more prouder of his find.

                                   BILLY
                         It's Gretchen from Sweden, ja?!

                                   SHAWN
                         Oh, gees Bill.

                                   BILLY
                         What? Hey, I'm just spreading
                         American joy and sperm across this
                         great land of ours.

                                   GRETCHEN
                         Ja, American.

                                   BILLY
                         Dude, where's Mike I want him to
                         see this?

                                   CODY
                         He's over there with the Asian
                         chicks.

                                   BILLY
                         What?

               Cody points to a --

               HENTAI BOOTH

               filled with beautiful Japanese women dressed in school girl
               outfits. Mike is talking up a storm then points to his

               CROTCH.

               SLAP! The girls knock the taste out of Mike's mouth. They
               raise their hands to slap him again, Mike runs like hell
               towards Billy.

                                   MIKE
                         Fucking french!

               AT THE "FUND RAISER",

               Mike makes it back in one piece.

                                   MIKE (CONT'D) (cont'd)
                             (noticing Gretchen)
                         Hey, now who's this?

                                   GRETCHEN
                         I'm Gretchen from Sweden, ja?

                                   BILLY
                         She's Gretchen from Sweden, ja!

                                   MIKE
                         Where'd you get her at?

                                   BILLY
                         At the refreshment stand.

                                   CODY
                         I could be getting refreshed by
                         Batgirl if Paul didn't suck.

                                   DAKOTA
                         Haha!

                                   CODY
                         Shut up, Dakota!

                                   MIKE
                         What is it?

                                   DAKOTA
                         Cody saw a chick dressed as Batgirl
                         and he thought she wanted him, so
                         Goth Chick, or whatever the hell
                         her name is, asked Batgirl if she
                         would do her boyfriend and she
                         thought it was Paul --

                                   CODY
                         Shut up!

                                   DAKOTA
                         And she said "yes" and now Paul's
                         getting --

                                   CODY
                         Fuck you! I don't need you!

               Cody storms off and runs into a pissed off Paul.

                                   CODY (CONT'D) (cont'd)
                         Fuck you!

                                   PAUL
                         Eat Trent's ass!

                                   CODY
                         Suck Marilyn's dick!

                                   PAUL
                         How can I when Twiggy's mouth is on
                         it?!

                                   CODY
                         I'm going to kill you!

                                   PAUL
                             (motions like the Rock)
                         JUST BRING IT!

                                   CODY
                             (rolling back his sleeves)
                         Yeah, well I'm about to but this
                         isn't going to be a fair fight!

                                   PAUL
                         You know what? You're right. How
                         about this? I'll fight you with one
                         arm tied behind my back and my dick
                         in your girlfriend's ass!

                                   CODY
                         I'm going to kick your ass, Rocky!

                                   PAUL
                         Let's see what you got, Kidman!

                                   DAKOTA
                         MORTAL KOMBAT!

               The Mortal Kombat THEME SONGS blasts. Cody and Paul get ready
               for battle.

                                   DAKOTA (CONT'D) (cont'd)
                             (Mortal Kombat voice)
                         Fight!

               Cody and Paul charge each other. Cody goes for a CLOTHESLINE,
               Paul ducks. Cody turns around -SMACK!- Paul CHOPS Cody's
               chest.

                                   COMIC-CON CROWD
                         Whoooooo!

                                   DAKOTA
                             (Mortal Kombat Voice)
                         Excellent.

               Paul struts around like RIC FLAIR and follows it up with a
               giant --

                                   PAUL
                         WHOOOOOO!

               Cody looks over and sees a metal chair spaced between him and
               Paul. Cody runs towards the chair--

                                   CODY
                         AIR SABU!

               Cody uses the chair and SPRINGBOARDS off of it crashing into
               Paul sending them both to the ground. Uninjured, Cody gets up
               and poses like Sabu. The crowd pumps their fists into the air
               chanting.

                                   COMIC-CON CROWD
                         ECW! ECW! ECW!

               Cody poses for too long as Paul crawls over and grabs another
               chair. Cody turns around, Paul throws the chair at Cody's
               face. Cody catches the chair only to have Paul give him a
               VANDAMNANTOR!

                                   COMIC-CON CROWD (CONT'D) (cont'd)
                         RVD! RVD! RVD! RVD!

               Paul gets distracted and showboats to the crowd with a huge
               smile.

                                   PAUL
                         Yeah, that's right. That's why I'm
                         everybodies favorite wrestler --

                                   PAUL WITH THE CROWD
                             (Paul poses like ROB VAN
                              DAM)
                         ROB... VAN... DAM!

               Paul turns to Cody but the fans continue.

                                   COMIC-CON CROWD
                         THE WHOLE FUCKING SHOW!

                                   PAUL
                             (turns to the crowd)
                         Yeah, all right.

               Cody shakes it off and takes of running towards the PINK
               POWER RANGER who is innocently watching the fight and pulls
               off her helmet reveling the hot woman inside. Without
               heisting Cody rams his tongue down her throat and turns back
               to Paul.

                                   CODY
                         HA!

               Paul runs over to the YELLOW RANGER and rips off the helmet
               and without heisting Paul kisses the ranger then turns back
               to Cody. 

               Wait a minute.

               Paul turns back to the Ranger. For some reason it's not an
               hot Asian girl like on the first season but a dorky ASIAN
               MAN!

                                   DAKOTA
                             (confused)
                         Liu Kang?

               Paul stares for a beat then.

                                   PAUL
                             (horrified)
                         AHHHHHHHHHHHHHHHHHHHHH!

                                   YELLOW RANGER
                             (horrified)
                         AHHHHHHHHHHHHHHHHHHHHH!

               Cody takes advantage of the situation and runs full speed
               towards Paul and WHACKS him in the head with the Helmet --
               BOING! The helmet bounces off Paul's head and flies straight
               towards Billy's face.

                                   BILLY
                         Aww, not again.

               BAM! The helmet knocks Billy out cold. The music stops.
               Dakota looks down at Billy.

                                   DAKOTA
                             (Mortal Kombat voice)
                         Flawless victory.
                             (beat) (Mortal Kombat
                              voice)
                         Fatality.

                                                                CUT TO:



        40     INT. BUS - DAY                                          40

               A sad Paul sits in the back of the bus removing his makeup.
               Up front Shandi is reunited with the girls who are helping
               her wipe off the black makeup from around her eyes from her
               Batgirl costume -- she's now in normal clothing.

                                   CODY
                         Sorry, dude.

                                   PAUL
                         Yeah.

                                   BILLY
                         What's wrong, dude?

                                   PAUL
                         Nothing.

                                   BILLY
                         Are you sure?

                                   PAUL
                         Yes.

                                   DAKOTA
                         I don't know.
                             (motions towards Shandi)
                         After banging that I wouldn't be
                         all sad and blue.

                                   CODY
                         Dude, she's hot.

                                   DAKOTA
                         I know.

                                   MIKE
                         So, how was it?

                                   PAUL
                         Dude, I don't talk about my sexual
                         escapades.

               Suddenly it hits Dakota.

                                   DAKOTA
                         You forgot to pull out didn't you?
                         Dude, that's okay. If she has a boy
                         we'll train it in the ways of rock
                         'n' roll. If it's a girl... we'll
                         promise to keep Mike away from her.

                                   MIKE
                         What's that suppose to mean?

                                   PAUL
                         No, it's not that.

                                   CODY
                         She didn't swallow did she? Man, I
                         hate it when they spit. That's
                         shit's nasty, it gets everywhere.

                                   PAUL
                             (stands up)
                         No, damn it. I can't get it up! The
                         guys are in silence then LAUGHTER
                         erupts.

                                   CODY
                         Haha! The love gun is shooting
                         blanks!

                                   DAKOTA
                         Shooting blanks, hell it can't even
                         load.

                                   CODY
                         Dude, you know what? Remember that
                         thing about the arm behind his back
                         and his dick in my girlfriend's
                         ass? If he couldn't get it up for
                         his woman how the hell could he get
                         it up for mine!

               Cherry looks back and gives Cody a PISSED OFF look. Cody
               quickly stops laughing.

                                   DAKOTA
                         Maybe she's a hermaphrodite? Haha!

                                   MIKE
                         I'd fuck a Hermes.

               The laughter stops.

                                   BILLY
                         Dude.

                                   MIKE
                         Hey, imagine a supermodel with my
                         ten foot poll.

               Silence.

                                   BILLY
                         Dude, what are you talking about?

                                   MIKE
                         Just think about it.

                                   BILLY
                         NO!

                                   MIKE
                         All right. Imagine Gretchen with
                         your's.

                                   BILLY
                         Dude, she'd kill me if she had my
                         skin-beater attached to her.

                                   PAUL
                         Dude, are you saying you'd bend
                         over if she had one?

                                   BILLY
                         Yeah, I mean wouldn't you if -- I
                         mean, no!

                                   CODY
                         Hey, now wait a minute, I'd let a
                         chick do me with my Dragon's Tail.

                                   DAKOTA
                         Hey, I don't like this
                         conversation!

                                   CODY
                         What, you wouldn't do yourself?

                                   DAKOTA
                         No!

                                   CODY
                         You never even thought about having
                         a clone of yourself to --

                                   DAKOTA
                         Dude, have you seen what I look
                         like?!

                                   CODY
                         Yeah, I wouldn't fuck myself if I
                         was you either.

                                   DAKOTA
                         Fuck you, Earthling!

                                   CODY
                         I'm not an Earthling! I'm a Demon!

                                   I... AM... GENE SIMMONS
                             (sticking his tongue out)
                         BLAHHHHHH!

               Bill finally takes control of the situation.

                                   BILLY
                         Look we need a band name, damn it.

                                   PAUL
                         Heck with it, let's just call the
                         band "Wolford" and get it over
                         with. I mean who else is going to
                         use that for a band name. Plus, it
                         sounds cool to yell out at a rock
                         show.
                             (throws his fist in the
                              air)
                         WOLFORD!!!!!!

                                   DAKOTA
                         Alright.

                                   CODY
                         Why not?

                                   BILLY
                         Cool. All right, now we need to
                         make a stop to get some gear for
                         our show tomorrow night. Shawn!

                                   SHAWN
                         Yeah?!

                                   BILLY
                         Check it! Pull in at the first
                         Meyers you see! We need to buy some
                         props!

                                   SHAWN
                         Got it!

                                   DAKOTA
                         Meyers? What kind of stage props
                         are we going to get there?

                                                                CUT TO:



        41     INT. VFW - NIGHT                                        41

               A packed house of RETIRED SOLDIERS, WIVES, SONS and
               DAUGHTERS. Smiles across the board as we hear a group belting
               out the opening verse of THE SHIRELLES classic song, "SOLDIER
               BOY" to a round of applause.

                                   GROUP (O.S.)
                             (singing)
                         Soldier boy!
                         Oh, my little Soldier boy,
                         I'll be true to you!

               The Stage's curtain opens up. Everyone in the Audience Gasps.
               The camera PANS around and we see "Wolford" up on stage
               wearing SHORT BLUE SEQUIN DRESSES and HIGH HEELS and a
               shitload of MAKEUP! 

               All four are standing side-by-side moving back and forth to a
               choreographed number. The stand out is Dakota as he is the
               only one with his instrument while everyone else is being
               backed up by the local VFW band who are also in shock.

               The boy's continue their number.

                                   WOLFORD
                             (singing)
                         You were my first love,
                         and you'll be my last love,
                         I will never make you blue,
                         I'll be true to you!
                             (beat)
                         In the whole world,
                         you can love but only one girl,
                         let me be that one girl,
                         for I'll be true to you.

               All right time for the solo! Dakota staggers out from his
               place and takes center stage unfortunately there's a problem.
               Whatever he's wearing under his dress keeps riding up on him.
               Every chance Dakota gets he reaches behind his back and pulls
               something down then quickly swing his hand back around and
               plays the next note.

               The rest of the band notices Dakota's action's while they
               continue their dance number. Something rides up again and
               Dakota reaches back then he stops playing all together and
               turns back to the band in tears.

                                   CODY
                             (mouthing to Dakota)
                         What is it?

               Dakota lifts up his right hand to the band. There's something
               missing... his GUITAR PICK.

                                   DAKOTA
                             (mouthing to Paul)
                         It's up my ass.

               Paul motions Dakota to join the rest of the band again.
               Dakota heads over to the band walking like he has a stick (or
               guitar pick) up his ass.

               Like a real trooper Dakota finishes out the rest of the song
               with the band. Sadly no standing ovation, just a bunch of
               stares from the stunned audience.

                                                                CUT TO:



        42     EXT. MOTEL 6 #2 - NIGHT                                 42

               Another Motel six in a different city stares out at us as we
               hear horrifying screams coming from one of the rooms.

                                   DAKOTA (O.S.)
                         Ahh!



        43     EXT. MOTEL 6 #2 - BAND'S ROOM - NIGHT                   43

               All the guys are in the motel room, a change of clothes for
               the band has happened. Everyone is sitting on the bed trying
               their best not to laugh as they hear farts echoing into the
               toilet and Dakota screaming in the bathroom.

                                   DAKOTA (O.S.)
                         Empty farts! All I'm getting out of
                         my ass are empty farts! Ahh, shit
                         not even a wet one!

                                   PAUL
                         Grin and bear it, Ace!

                                   DAKOTA (O.S.)
                         Ahh! Fuck you, you son of a bitch
                         that's not funny! Errrrrr!
                             (long beat)
                         Errrrr!
                             (longer beat)
                         GET OUT OF MY ASS! ERRRRRR!

                                   BILLY
                         Do you need some help in there?

                                   DAKOTA (O.S.)
                         NO! Ahh, dude it feels like I'm
                         having a baby! Oh, my baby's head
                         is going to be a purple guitar pick
                         with a black turtle on it!

               Paul stops laughing.

                                   PAUL
                         Hey -- that's my guitar pick!

                                   DAKOTA (O.S.)
                         Hahahahahaha!

                                   CODY
                         That's it.

               Cody jumps up and grabs Billy's duffle bag and opens it up.

                                   BILLY
                         Dude, what are you doing?

               Cody pulls out a RUBBER GLOVE.

                                   SHAWN
                             (confused)
                         Bill, what are you doing with that?

                                   BILLY
                         Uh... I... was thinking about doing
                         that Howie Mandel thing where he
                         blew up the glove on his head
                         during my drum solo... thingy.

               Cody SNAPS the glove on.

                                   DAKOTA (O.S.)
                         What was that?!

               Cody heads towards the bathroom door and -BOOM!- kicks it
               open.

                                   CODY
                         Bend over, bitch!

                                   DAKOTA (O.S.)
                         Ahh!

               Cody slams the door shut. As soon as he does a GIGANTIC load
               of shit is heard flying into the toilet. The door handle
               rattles uncontrollably then falls off.

                                   CODY (O.S.)
                         NO! Help! Get me out of here! Ohh,
                         damn it, Dakota flush!

               The toilet is heard flushing then overflowing!

                                   DAKOTA (O.S.)
                         It's overflowing!

                                   CODY

               Ahh! Get me out, get me out! Everyone runs out of the room.

                                   DAKOTA (O.S.)
                         No, don't leave us!

                                                                CUT TO:



        44     EXT. MOTEL 6 #2 - BACK - LATER                          44

               Dakota and Cody are swishing around the motel's pool. Shawn
               and the guys pour every washing material known to man into
               the pool.

                                   SHAWN
                         This is taking forever.

                                   MIKE
                         I think the pool was to dirty to
                         start with.

                                   BILLY
                         I think it's Dakota's shit.

                                   DAKOTA
                         Could be.

                                   CODY
                         What do you mean, "could be?" We're
                         here because of you.

                                   DAKOTA
                         No, we're here because Billy booked
                         that show.

                                   BILLY
                         Hey, I didn't tell you to wear a
                         thong under that dress.

                                   DAKOTA
                         What was I suppose to wear?

                                   BILLY
                         Freebag like me, man. I don't wear
                         anything.

                                   DAKOTA
                         Ewww, dude. I didn't want to know
                         that.

                                   CODY
                         Oh, so that's why you never wash
                         underwear. I thought you had some
                         kind of stinky underwear fetish.

                                   BILLY
                         No, that was in the eighties.

                                   PAUL
                         Hey, look it's coming off, just
                         give it time. Gee, it's not like
                         we're going anywhere tomorrow.

                                   CODY
                         Oh, yeah, especially since... we're
                         on TOUR and the Rock Festival is
                         FRIDAY!

                                   PAUL
                         Oh, yeah. I forgot about that.



        45     EXT. MOTEL 6 #2 - CHICKS' ROOM - NIGHT                  45

               Shandi is sitting on her bed in her bathrobe with her
               thoughts. Cherry, Rachel and Gretchen are tying their robes.

                                   RACHEL
                         You sure you don't want to swim,
                         Shandi?

                                   SHANDI
                         Yeah.

               Cherry heads over to Shandi's bed and sits at the foot of it.

                                   CHERRY
                             (to Shandi)
                         Well?

                                   SHANDI
                         Well...?

                                   CHERRY
                         What's the deal with you and Paul.

                                   SHANDI
                         Nothing. There is no deal.

                                   RACHEL
                         Yeah and that's why you slammed
                         that girls head into the locker
                         when she called him "the school--

                                   SHANDI
                         I didn't do it because of that.

                                   RACHEL
                         Then why?

                                   SHANDI
                         Because.

                                   CHERRY
                         Because what?

                                   SHANDI
                         That was an argument between me and
                         her. It wasn't about Paul.

                                   CHERRY
                         Uh-huh.

                                   SHANDI
                         Look, it's...complicated.

                                   RACHEL
                         How?

                                   SHANDI
                         It just is.

                                   CHERRY
                         He told you he liked you didn't he?

                                   SHANDI
                         Yes.

                                   CHERRY
                         So what's the problem? Don't you
                         like him?

                                   SHANDI
                         Kinda.

                                   CHERRY
                         Kinda?

                                   SHANDI
                         We were at the theater and I made a
                         move and he did nothing in return.

                                   RACHEL
                         Maybe he was just being a nice guy,
                         you know? He didn't want to make a
                         move the first night out. He didn't
                         know how you would react or he
                         didn't want to hurt your feelings.
                         Plus it wasn't a date right?

                                   SHANDI
                         I don't think that is it. Look,
                         he's...all right.

                                   RACHEL
                         All right?

                                   SHANDI
                         Well, he does have that long hair
                         thing going for him and he's got
                         good taste in music...he can't play
                         it but he has it. I just don't
                         think he's the dateable type. He's
                         the type who can't be in one place
                         to long and needs the freedom to
                         just go whenever he feels. He
                         wouldn't cheat on me but he just
                         couldn't be there.

                                   RACHEL
                         I'm not buying that free spirit
                         crap.

                                   CHERRY
                         Nope.

                                   SHANDI
                         You don't have to.

                                   CHERRY
                         What happened today at the comic
                         con?

                                   SHANDI
                         Nothing happened.

                                   CHERRY
                         Nothing happened?

                                   SHANDI
                         No.

                                   CHERRY
                         So you two went into the back room
                         and nothing happened. Not even a
                         hug or kiss?

                                   SHANDI
                         Well...I think he wanted to but in
                         the end he left.

                                   RACHEL
                         What did you say to him to make him
                         so angry?

                                   SHANDI
                         Nothing. I think he knows or
                         believes that we're not going to
                         happen so he just spun a tale to
                         get the attention off of me.

                                   CHERRY
                         You're not going to reconsider it?

                                   SHANDI
                         I don't know.

                                   CHERRY
                         Can you even picture what it would
                         be like with him? I mean if you two
                         actually got over this stumbling
                         block - whatever it is - that's
                         between you guys and you tried?
                         Shandi looks down at the bed in
                         deep thought.

                                                           DISSOLVE TO:



        46     INT. HOSPITAL DELIVERY ROOM - DAY                       46

               SUPER: THE FUTURE. HOLLYWOOD, CA

               A typical delivery room. Shandi is laying on the bed. A
               contraction hits and she lets everyone know about it from her
               SCREAMS of pain. Next to her stands Paul wiping the sweat off
               her brow.

                                   PAUL
                             (coaching)
                         You're doing good, baby. You're
                         gonna pop that little fucker out in
                         no time.

               The pain ends for now and Shandi lays her head back. She's
               exhausted.

                                   SHANDI
                             (weakly)
                         I'm so tried.

               Paul slides the hair out of her eyes and kisses her on the
               forehead.

                                   PAUL
                         Don't worry you're going to get
                         trough this, I know you will.
                         You're the strongest person I
                         know...you're not prettier then me
                         but you are stronger.

               Shandi manages a small chuckle as a lone tear runs along her
               face. Paul wipes her tear away and tenderly kisses her on the
               lips. He lays his head next to hers and softly brushes the
               side of her face with his fingers.

               Shandi closes her eyes taking comfort and refuge in his
               caress.

                                   SHANDI
                             (weakly)
                         I love you.

                                   PAUL
                             (whispers)
                         I love you, too.

                                   BILLY (O.C.)
                         Check it. This is going to look
                         great on the next DVD. The
                         conception would sell more units
                         though.

               Paul and Shandi look over and see BILLY holding a camcorder
               recording the delivery.

                                   SHANDI
                             (weakly)
                         Billy. May I see your camcorder?

                                   BILLY
                         Sure.

               Billy walks over and hands her the camcorder. Shandi gently
               takes it from him.

                                   SHANDI
                             (weakly)
                         Thank you.

                                   BILLY
                         No--

               WHAM! Shandi NAILS Billy in the nuts with it. Billy drops to
               the floor as another contraction HITS Shandi.

                                   PAUL
                         Okay, here we go! Breathe. Come on,
                         breathe.

                                   SHANDI
                         Ahh, what the hell do you think I'm
                         doing, Jewboy?! Paul backs away and
                         walks over to the Doctor.

                                   PAUL
                         How's it going?

                                   DOCTOR
                         Great. I've been delivering babies
                         for thirty years and this is the
                         smoothest delivery I've ever had.

               Paul looks down at the Doctor, a thought soon comes to mind.

                                   PAUL
                         Hey, I just thought of something.

                                   DOCTOR
                         What's that?

                                   PAUL
                         You're looking at my wife's stuff!

                                   DOCTOR
                         I kinda have to that's where the
                         baby comes from.

                                   PAUL
                         Hell, no! I'm not letting anyone
                         look at my wife's--

               Paul storms over to where the Doctor is sitting and gets a
               look between Shandi's legs. Paul's eyes widen in horror.

                                   PAUL (CONT'D) (cont'd)
                         Dude, what the hell is that thing!

               The Doctor looks up at Paul and slides his surgical mask
               down.

                                   DOCTOR
                             (slowly)
                         It's a vagina.

                                   PAUL
                         Ewww, that's what they look like?

                                   DOCTOR
                         You're the father are you not?

                                   PAUL
                         Yeah.

                                   DOCTOR
                         Well, then you've seen one before,
                         namely hers.

                                   PAUL
                         Well, not really.

                                   DOCTOR
                         What?

                                   PAUL
                         Well, it was dark and she was on
                         top and I wasn't really paying
                         attention--

                                   SHANDI
                         What?!

                                   PAUL
                             (didn't hear Shandi)
                         I was thinking about the football
                         game the next day 'cause I just bet
                         five hundred dollars on it--

                                   SHANDI
                         You did what?! Paul turns to
                         Shandi.

                                   PAUL
                         Don't worry babe Oakland won. How
                         do you think you got those ear
                         rings?

               While in the process of helping Bill up a NURSE points out
               the problem.

                                   NURSE
                         She was talking about the "not
                         paying attention" part.

                                   PAUL
                         Well, baby it was five hundred--
                             (getting it)
                         Oh, we're in here 'cause of me.

               Shandi is supremely pissed. Paul tries to dig his way out of
               it.

                                   PAUL (CONT'D) (cont'd)
                         Hey, you always wanted kids and I
                         told you I'd give you everything
                         you ever wanted so...
                             (holding out his arms)
                         who loves 'ya baby?!

                                                                CUT TO:



        47     INT. HOSPITAL HALLWAY - CONTINUOUS                      47

               SMASH! Paul goes FLYING through the window.

                                                               BACK TO:



        48     INT. MOTEL 6 #2 - CHICKS' ROOM - THAT MOMENT            48

               Shandi snaps out of it when she hears Rachel.

                                   RACHEL
                         They're in the pool!



        49     INT. MOTEL 6 #2 - BACK - NIGHT                          49

               Our heros turn to see all the girls running out their motel
               room throwing off their bathrobes (G rated bikinis
               underneath) and heading straight for the pool. Well, everyone
               but Shandi, who's just moseying along and instead of a bikini
               she's still in her bathrobe.

               The girls quickly turn on the afterburners as they are feet
               from the pool. The guys try to warn the girls not to jump in
               the pool but --

               SPLASH!

               Shandi watches on as the girls SCREAM in horror and quickly
               swim out of the pool and stand in place doing a little dance
               of disgust covered in shit and soap.

               Shandi quickly runs back into room and shuts the door before
               anything gets on her.

                                   CHERRY
                         Ewwwww, what is this shit?!

                                   BILLY
                         That's pretty much what it is.

                                   RACHEL
                         Shit? This is fucking shit!?

                                   DAKOTA
                         And soap.

                                   BILLY
                         We tired to warn you.

                                   GRETCHEN
                         Assholes!

                                   CODY
                             (to Bill)
                         Dude, she said, "Assholes!"

                                   BILLY
                         Yeah, my English lessons must be
                         working.
                             (to Gretchen)
                         Can you say "prenup" yet?

                                   MIKE
                         This reminds me of a movie I did.
                         We were in a women's bathroom and--

                                   EVERYONE
                         Shut up, Mike!

                                   MIKE
                         Well, kiss my ass then. I won't
                         tell you my story.

               Mike reaches down and picks up the hose and sprays the girls
               who in turn scream.

                                   MIKE (CONT'D) (cont'd)
                         It's this or get back in the pool.

               Vexed the girls choose the hose. Mike couldn't be happier as
               he lights a cigarette and then turns the hose back on.

                                   MIKE (CONT'D) (cont'd)
                             (exhaling)
                         Shiittt.

                                                                CUT TO:



        50     EXT. ANOTHER GAS STATION - DAY                          50

               SUPER: THURSDAY

               Everyone is walking around the gas station stretching their
               backs, legs, etc. The rest of the group are heading into the
               Station while Paul and Cody go to pump the gas. Cody looks,

        51     ACROSS THE STREET                                       51

               at a large community center. The parking lot is full. Several
               GOOD LOOKING WOMEN walk into the center.

               Paul starts to pump the gas.

                                   PAUL
                         Let me know when it's full, Cody.
                         Cody?

               Paul looks up and sees Cody running across the street for the
               Community Center.



        52     INT. COMMUNITY CENTER - DAY                             52

               Cody opens the door and heads into the large and, thank
               Heavens, air-conditioned Center. The Center is packed with
               women ranging from late teens to early thirties.
               At the front of the Center is a small stage with a
               charismatic speaker, BRIGITTE.

                                   BRIGITTE
                         ... we stand together! Fight
                         together! Love together and live
                         together! Nothing can stand in our
                         way!

               Cody quickly runs up to the back of the girls trying to fit
               in.

                                   BRIGITTE (CONT'D) (cont'd)
                         Women are strong!

                                   CROWD
                         Yes!

                                   BRIGITTE
                         Women are intelligent!

               Cody catches on.

                                   CROWD AND CODY
                         Yes!

                                   BRIGITTE
                         Women are beautiful!

                                   CROWD AND CODY
                         Yes!

                                   BRIGITTE
                         Women are sexual!

                                   CROWD AND CODY
                         Yes!

                                   BRIGITTE
                         And women don't need men!

                                   CROWD
                         Yes!

                                   CODY
                         No!

               Everyone turns to Cody.

                                   CODY (CONT'D) (cont'd)
                         Man, what the hell are you talking
                         about? Man, you need me.

                                   BRIGITTE
                         How did you get in here?

                                   CODY
                         The door, Butch. Now, which of you
                         ladies want a taste of the demon's
                         tongue?
                             (sticks his tongue out
                              like Gene Simmons)
                         BLAHHHHHH!

                                                                CUT TO:



        53     INT. ANOTHER GAS STATION - DAY                          53

               Shandi is first in line and buying a DR. PEPPER. She looks at
               the CD rack and pulls out a CD. She looks out the window at
               Paul a thought races across her mind. She hands the CASHIER
               the CD.



        54     EXT. ANOTHER GAS STATION - DAY                          54

               Mike heads out to the bus.

                                   MIKE
                         Paul.

                                   PAUL
                         Yeah?

                                   MIKE
                         Where's Cody?

                                   PAUL
                             (pointing)
                         He ran over there.

                                   MIKE
                         Community Center?

                                   PAUL
                         Yep.

               Paul turns and puts back the pump.

                                   MIKE
                         Why?

                                   PAUL
                         I don't know. I guess he saw some
                         girls over there or--

               Paul turns back only to see Mike halfway across the street
               running towards the Center.

                                                                CUT TO:



        55     INT. COMMUNITY CENTER - DAY                             55

               Cody is stomping around the Community Center as if he were
               possessed with the spirit of Gene Simmons. The girls are more
               confused then scared. Suddenly the door opens and Mike runs
               in and strikes a pose.

                                   MIKE
                         Drop'em and bend'em, 'cause the
                         master is coming in'em!

                                   BRIGITTE
                         Another man, damn it!

                                   MIKE
                         What?

                                   CODY
                         They said they don't need men,
                         Mike.

                                   MIKE
                         Oh yeah, well, let me just change
                         your minds!

               Mike walks to the center of the room and begins unzipping his
               pants.

                                                                CUT TO:



        56     EXT. ANOTHER GAS STATION - DAY                          56

               Everyone heads back towards the bus carrying some junk food,
               sunglass, you know all that pointless crap you buy when
               traveling. The group notices they're missing two members.

                                   RACHEL
                         Paul.

               Paul points at the Community Center.

                                   RACHEL (CONT'D) (cont'd)
                         What are they doing over there? 

               ANGLE ON - THE COMMUNITY CENTER, as laughter ERUPTS from
               inside as Mike storms out the front door zipping up his
               pants. 

               Cody stumbles out of the center laughing and falls onto the
               ground. He points at Mike while making a "it's this big"
               gesture with his hand, only in this case big is about HALF-A
               INCH.

               Mike makes it to the bus, stops and looks at everyone.

                                   MIKE
                         IT'S FUCKING COLD IN THERE!

               And with that he heads into the bus.

                                   CHERRY
                             (walking to Cody)
                         I better get Cody.

               Shandi takes Paul to the side while everyone piles onto the
               bus. She opens her shopping bag allowing Paul to take a peak.
               Paul looks back to Shandi who cracks a devilish smile. 

               Cherry walks by with Cody and get on the bus with Paul and
               Shandi following suit.

                                                                CUT TO:



        57     EXT. GLAM CLUB - NIGHT                                  57

               You guessed it, another full parking lot.



        58     INT. GLAM CLUB - NIGHT                                  58

               Just like every other club this one is packed. Wolford is up
               on stage glamed out.

               ANGLE ON - THE EXIT DOORS, as Shawn and Mike are ready to
               bolt out the doors at any moment. Shandi and the girls walk
               up to them.

                                   SHANDI
                         Why are you guys standing over
                         here?

                                   MIKE
                         These guys have a boner for
                         starting riots and I'm not getting
                         involved in another one.
                         Remember that little "Guns N'
                         Roses" incident?

                                   CHERRY
                         I don't think that's going to
                         happen tonight.

                                   RACHEL
                         Yeah, it seems like a pretty cool
                         crowd.

                                   SHAWN
                         Yeah, we'll see.

               ANGLE ON - PAUL, as he heads up to the mic.

                                   PAUL
                         Alright! We're goin' to do
                         something for you now--

                                   HECKLER
                         You suck!

                                   PAUL
                         Hey, we haven't even played yet.

                                   HECKLER
                         No, not them just you! You suck!

                                   PAUL
                         Hey, pal, I was thirsty, your
                         girlfriend flopped her tits out,
                         what was I supposed to do?

                                   HECKLER
                         You son of a bitch!

               The Heckler charges the stage and gets met by a BOOT in the
               face from Paul, suddenly a RIOT breaks out. Mike and Shawn
               and the girls haul ass out the exit door.

                                   MIKE
                             (exiting)
                         Damn it! I told you these sons of
                         bitches would do this!

                                                                CUT TO:



        59     EXT. MOTEL 6 #3 - NIGHT                                 59

               Another city, another Motel 6.



        60     EXT. MOTEL 6 #3 - BAND'S ROOM - NIGHT                   60

               All the guys and girls are in the room, sans Paul and Shandi.

                                   BILLY
                         I'm getting tired of all these
                         riots. KISS never went through
                         this!

                                   SHAWN
                         Well, you're not KISS.

                                   CODY
                         We're going to be!

                                   CHERRY
                         How?

                                   CODY
                         KISS will soon leave this Earthly
                         plain and return back to the
                         Heaven's that the great four god's--

                                   BILLY
                         FIVE! ERIC CARR IS A GOD TOO
                         ASSHOLE!

                                   CODY
                         Five then, bitch!

                                   BILLY
                         Well, tell our KISStory right!

                                   CODY
                         I am!

                                   BILLY
                         No, you're not! You said four!

                                   CODY
                         Damn it, I wasn't counting Ace
                         Frehley!

                                   BILLY
                         Oh, okay.

                                   DAKOTA
                             (protesting)
                         Hey, Ace is--

                                   BILLY AND CODY
                         SHUT UP, DAKOTA!

                                   CODY
                         Anyway, they must leave these
                         plains and return to Olympus.
                         Therefore they will need others to
                         carry on their work. We will take
                         their place and become their
                         incarnates because KISS are legends
                         and
                             (singing)
                         legends never die!

               A moment of silence.

                                   GRETCHEN
                         You guys are idiots.

                                   SHAWN
                         I told'em that earlier.

               Out of nowhere a low OMINOUS noise is heard. It steadily
               becomes louder and louder. Everyone looks over to the wall
               next to them. It's coming from next door.



        61     INT. MOTEL 6 #3 - PAUL'S ROOM - CONTINUOUS              61

               The "ominous" sound was the beginning to Robert Palmer's
               "SIMPLY IRRESISTIBLE" playing at an ungodly level on the CD
               Player.

               Laying on the bed is Paul wearing some comfy KISS sweats and
               a huge smile while moving side to side along with the music.

               In front of him Shandi is dressed just like the girls in the
               black dresses from the Simply Irresistible video -- makeup
               and all!

               Shandi BUMPS and GRINDS to the music and is enjoying every
               moment of it. She kicks off her high heels sending them
               flying across the room -- one flies by Paul and nearly hits
               him in the head.

               Shandi slowly runs her hands down the front of her body until
               she reaches the bottom of her dress which she grabs. Shandi
               BITES her bottom lip and looks up at Paul with lust in her
               eyes. 

               Shandi begins to raise her dress seductively. She raises it
               higher and higher and HIGHER. She's about three inches from
               showing her panties -- if any -- two inches, ONE!

               She stops.

                                   PAUL
                         NO!

                                   SHANDI
                             (with an evil grin)
                         Mmmm... take yours off first.

               Paul quickly reaches down and pulls the strings on the front
               of his sweats. Paul's arm comes to an abrupt stop. He tugs
               again. Nothing. Paul looks down at the strings. It's in a
               KNOT!

                                   PAUL
                         Ahh! Betrayed!

               Paul continues to pull but to no avail. Shandi looks on
               slowly starting to loose interest in whatever activity she
               had planned next.

               Paul stands up on the bed and holds the string then jumps
               into the air falling down on his back while pulling on the
               string. Crap! That didn't work either.

               He looks over and notices Shandi's growing disinterest as she
               turns off the stereo and sits in the chair at the foot of the
               bed.

                                   PAUL (cont'd)
                         Hold on, I'll get it.

               As Paul turns around on the bed there's a knock on the door.

                                   PAUL (cont'd)
                         COME IN!

               Cody enters the room and gets an eye full of Shandi laying
               across the arms of a chair twiddling her thumbs.

                                   CODY
                         DUDE!

                                   SHANDI
                             (bored)
                         Hey, Cody.

                                   PAUL (O.S.)
                         Cody! Get over here and help me.

                                   CODY
                         Man, you're one lucky--

               Cody turns and sees Paul kneeling on the bed with his back to
               us JERKING on the string with his right hand. We know what
               he's doing but unfortunately for Cody it looks like he's
               SPANKING IT.

                                   CODY (cont'd)
                             (disgusted)
                         Aww, dude! Man, that's sick. You
                         should be getting it on with her
                         not Mister Happy Hand!

                                   PAUL
                         Mister Happy Hand?

               Paul turns around. Cody SCREAMS and covers his eyes like he's
               about to face Medusa.

                                   PAUL(cont'd)
                         Dude, help me get my pants off!

                                   CODY
                         No!

                                   PAUL
                         Dude, my string is in a knot!

                                   CODY
                         Dude, you...
                             (uncovering his eyes)
                         Huh?
                             (notices the knot)
                         Ohh. Stand up, dude. We need to get
                         you laid.

               Cody runs over to the bed. Paul stands up and starts walking
               backwards as Cody pulls on the string. It's not working.

                                   CODY (CONT'D) (cont'd)
                         Evil... no good... try running
                         backwards.

               Cody puts his foot up on the bed while Paul starts running
               backwards. Cody starts jerking the string.

               At this moment fate has decided that Billy would stroll into
               the room. The first thing he sees is Shandi.

                                   BILLY
                         Hey, Paul--
                             (sees Shandi)
                         Oh... Hey, now.

                                   SHANDI
                             (bitting her nails)
                         Hi, Bill.

                                   BILLY
                         You are looking--

                                   PAUL (O.S.)
                         Come on! Get it off!

                                   CODY (O.S.)
                         I'm trying! It won't come!

                                   PAUL (O.S.)
                         Jerk it harder!

               Billy turns and sees Paul on the bed and with Cody's back to
               him jerking on the string. Billy doesn't see the string so it
               looks like Cody is --

                                   BILLY
                             (like a girl)
                         OH, MY GOD! WHAT THE HELL ARE YOU
                         DOING?!

                                   CODY
                         Huh?

                                   PAUL
                         NO!

               Cody quickly lets go and faces Bill. Paul loses his balance
               and charges up the bed. He manages to turn around only to
               CRASH face first THROUGH THE WALL leaving his feet hanging
               out of the wall along with his sweat pants.



        62     INT. MOTEL 6 #3 - NEXT ROOM - CONTINUOUS                62

               Still hanging upside down on the wall Paul coughs up some
               drywall. He tries to peer through the smoke and sees a dark
               room full of

               S&M PRODUCTS.

               It's a fetish dream room... or hell or earth, depending on
               your pleasure. 

               Paul turns his head to the side and sees a TALL MAN dressed
               head to toe in full BONDAGE GEAR. The man smiles and zips the
               zipper on his BONDAGE MASK and raises a whip and runs towards
               Paul.

                                   PAUL
                         AHHHHHHHHHHHHHHHHHHHHHHHHHH!!!

                                                                CUT TO:



        63     EXT. MOTEL 6 - BAND'S ROOM - MORNING                    63

               SUPER: FRIDAY

               The band is heading out to the bus but the line is slow
               moving as Shandi helps Paul, who's holding his ass, to the
               vehicle. To add insult to injury, Paul's so called "friends"
               can't stop themselves from giggling. 

               After a minute of torture Shawn gives in.

                                   SHAWN
                         Dude, he whipped your ass good!

               Everyone, including Shandi burst out laughing. Paul slowly
               twists around and faces the group.

                                   PAUL
                         I want everyone here to know...
                         that I HATE YOU ALL!

               True feelings aside no one can stop from laughing. Paul looks
               at Shandi. She covers her mouth with her hand, poor thing
               can't stop laughing either.

                                   PAUL(cont'd)
                         I'll just help myself on the bus.

                                   SHANDI
                             (composes herself)
                         I'm sorry.

               Shandi starts helping Paul. Paul moves his arm from her.

                                   PAUL
                         No, damn it. I'll do it myself. I
                         don't need you.

                                   SHANDI
                         Fine be like Cody.

                                   CODY
                             (offended)
                         Hey, now --

                                                                CUT TO:



        64     INT. BUS - MOMENTS LATER                                64

               The group is filling up the bus. The girls begin sitting with
               the girls and the guys with the guys. Paul is sitting alone
               in the back seat.

                                   DAKOTA
                             (to Paul)
                         Dude, you're not going to sit up
                         here with us?

                                   PAUL
                         Bite me you jolly pirate doughnut.

                                   DAKOTA
                         Ouuu, said the frog to the gator.

                                   EVERYONE
                         What?!

                                   DAKOTA
                         You heard me. Frog to the gator,
                         baby.

                                   EVERYONE
                         What?!

                                   DAKOTA
                         Never mind.

                                   BILLY
                         Let's go to the movies!

                                   SHAWN
                         Dude, what about the show?

                                   BILLY
                         Check it. Let's go to the movies.

                                   SHAWN
                         You just said that.

                                   BILLY
                         No, that time I used my catch
                         phrase, "Check it."

                                   MIKE
                         You know what my catch phrase is? I
                         said it earlier.

                                   EVERYONE
                         No!

                                   MIKE
                         Well, kiss my ass.
                             (lights a cig and exhales)
                         Shiittt.

                                   SHAWN
                             (starting up the bus)
                         So are we going to the movies?

                                   CODY
                         No.

                                   BILLY
                         Yes.

                                   CODY
                         We don't have time we have to get
                         to the Rock Festival.

                                   BILLY
                         Yes, we do.

                                   DAKOTA
                         I don't feel like paying for it.

                                   BILLY
                         Don't worry about it. I'll pay for
                         it.

                                   DAKOTA
                         How the hell did you get money?

                                   BILLY
                             (puzzled)
                         How did I...?

               Bill looks down at his

               "JEWBOY II: MORE JEW" MOVIE SCRIPT.

                                   BILLY (cont'd)
                         I don't know. Paul didn't write it
                         in the script. It just has me
                         saying, "I'll pay for it," then we
                         cut to the theater.

                                   SHANDI
                         You didn't really think this script
                         through did you, Paul?

                                   PAUL
                             (no longer in pain)
                         Not really.

                                   SHANDI
                         I can't believe I gave up a lead
                         role to play in this stupid thing.
                             (mocking)
                         "Oh, it will bigger then the first
                         one. Oh, you'll have more lines and
                         you don't have another sex scene
                         with me like you did in the first
                         one."

                                   GRETCHEN
                             (Jersey accent)
                         Wait a minute. There was a sex
                         scene in the first movie?

                                   SHANDI
                         Yeah, and I asked him why it wasn't
                         in the movie and he said, "Oh, we
                         had to cut it out of the theatrical
                         release but it'll be on the Special
                         Edition Director's Cut DVD", and he
                         never released it.

                                   PAUL
                         That was the studio's fault. They
                         said, "Hey, Director's Cut or not
                         we're not showing anything with
                         penetration."

                                   SHANDI
                         Well, I'm an artist and I didn't do
                         that scene for fun. Now, I wanna
                         see me fu --
                             (notices everyone looking
                              at her)
                         Um.

                                   RACHEL
                         Well, did you expect anything less?
                         I'm mean look who's doing the
                         movie.

                                   PAUL
                         Hey!

                                   DAKOTA
                         She's right. "Said the frog to the
                         gator?" What kind of crap is that?
                         We took that IQ Test with Cody and
                         you know the results of my score.
                         It is insulting that you have me
                         speak in the manner that--

                                   PAUL
                         Uh... it's a movie. It doesn't
                         matter how you speak in real life.

                                   MIKE
                         Speaking of movies, you're ruining
                         the sequel by including this scene
                         and besides I don't like it.

                                   SHANDI
                         You don't like this scene?

                                   MIKE
                         No.

                                   SHANDI
                         Okay, well, give me a second and
                         I'll open up the cherry bowl that
                         way Paul can cut this scene out
                         like the last one!

                                   PAUL
                         Damn, your bitchy over that scene!
                         You wanna watch that scene?! Fine,
                         we'll watch it!

               Paul jumps up from the seat and turns on the TV/VCR combo on
               the bus, a VHS TAPE is tossed to Paul from NOWHERE and put
               into the VCR.

               Cody looks on nervously.

                                   CODY
                         Why is it on a VHS and not digital?

                                   PAUL
                         The scene was meant to look like it
                         was shot on home video so I shot it
                         on one.

                                   CODY
                         Uh... what camera did you use?

                                   PAUL
                         That one I had at my house that you
                         spilt Dr. Pepper and crap on.

                                   CODY
                         Um... did you take the tape out or
                         leave it in the camcorder?

                                   PAUL
                         Actually, I left it in. Why?

               Before Cody can respond the tape begins playing and everyone
               crowds around the TV.

                                   SHANDI (O.C.)
                             (seductively) (filtered)
                         I want you to --

                                   CODY (O.C.)
                             (filtered)
                         I am the lord of the waste lands!
                         No, that sucks.

               Everyone looks confused at the TV.

                                   CODY (O.C.) (cont'd)
                             (energetic)
                         I am the lord of the waste lands.
                             (normal voice)
                         No.
                             (angry)
                         I am the lord of the waste lands,
                         maggot! You will bow to --
                             (normal voice)
                         No, that's not it either.
                             (Shakespearian voice)
                         Thine art the lord of the waste
                         lands, bitch.

                                   PAUL
                         Cody... what am I looking at?

                                   CODY
                         I wanted to practice my lines for
                         the movie, you now, be all serious
                         for the part like a real actor this
                         time. Which means I needed to film
                         my performance to study it but I
                         didn't have any tapes and since
                         there was already one in the
                         camcorder I just --

                                   BILLY
                         TAPED OVER THE ASS! DAMN IT, SHAWN!

                                   SHAWN
                         What?!

                                   BILLY
                         I mean, Cody! Sorry, dude. Force of
                         habit.

                                   PAUL
                         Alright! This scene has gone on
                         long enough.

                                                                CUT TO:



        65     EXT. POLICE HEADQUARTERS - DAY                          65

               The tour bus is double parked in front of the station.
               Outside the bus Billy and Shawn are counting out the money in
               the Paul Stanley Guitar/Ric Flair Retirement Fund.

               Walking up and down the side walk is a well dressed man who
               is also a RELIGIOUS ZEALOT. The Zealot hands out TRACTS to
               any and all who walk past him.

                                   RACHEL
                         Well?

                                   BILLY
                         ...Ninety-nine. Got it! Ha! We can
                         spring him! Come on.

               Billy and Shawn head towards the door but Mike isn't budging.

                                   SHAWN
                         Mike, you coming?

                                   MIKE
                         Hell, no. I'm on probation. I'm not
                         going in there.

                                   SHAWN
                         Come on.

                                   MIKE
                         No. No way. They see me, I'll see a
                         nightstick.

                                   SHAWN
                             (not giving up)
                         Come on.

                                   MIKE
                         No.

                                   SHAWN
                         Come on.

                                   MIKE
                         No!

                                   SHAWN
                         Mike, they're not going to do
                         anything to you.

                                   MIKE
                         You don't know that.

                                   SHAWN
                         Damn Mike, the only time you do
                         something fun is when you're drunk.

                                   MIKE
                         That's why I'm on probation!

                                   SHAWN
                             (giving up)
                         Alright.

               Shawn and Bill head into the Station.

                                   MIKE
                         How did you get arrested anyway,
                         Paul? I mean it doesn't make any
                         sense that your with us one minute
                         and you're in Jail the next.

               We PAN over and see Paul in the director's chair and the
               production crew.

                                   PAUL
                             (whispers)
                         Shut up, Mike.
                             (spots the camera on him)
                         Get the camera off me.

                                                                CUT TO:



        66     EXT. POLICE HEADQUARTERS - MOMENTS LATER                66

               Paul walks out the front doors with Bill and Shawn to a
               standing ovation from the group.

                                   PAUL
                             (under his breath)
                         God, I hate these people.
                             (to everyone)
                         All right, everyone in the bus!
                         Bill, for the Rock Festival we're
                         going to open it like, KISS
                         "Alive!" with "Deuce" and
                         "Strutter."

               The Zealot's ears perk up and makes a b-line for the group.

                                   ZEALOT
                         KISS is the Devil's music.

               Paul smiles, "You poor man" and pats the Zealot on the head.
               The Zealot brushes Paul hand away as if he was a leper.

                                   ZEALOT (CONT'D) (cont'd)
                         You mentioned the "Alive!" album.
                         Did you know that if you spell
                         "Alive" backwards and drop the "A"
                         it spells "Evil"? KISS Evil.

                                   PAUL
                         Did you know that if you dropped to
                         your knees and sucked my --

                                                                CUT TO:



        67     INT. POLICE HEADQUARTERS - JAIL CELL - MOMENTS LATER    67

               WHAM! The cell door closes on Paul.

                                   PAUL
                         Man, how many times are you going
                         to arrest me today? 

               The Officer just shakes his head to himself, "Kid's never
               gonna learn" and leaves Paul to himself again. Paul goes over
               and sits on the cot. 

               Seconds later the Officer returns with a LARGE man in cuffs.
               What the hell we'll call him BUBBA. He also has the slow,
               long drawn out southern accent to go with it. 

               The Officer un-cuffs Bubba and leads him into Paul's cell.

                                   OFFICER
                         You two behave now. Especially you,
                         Bubba.

                                   BUBBA
                         Yes, officer, sir.

               The Cell door slams shut. Bubba turns to Paul and smiles a
               toothless grin.

                                                                CUT TO:



        68     INT. BUS - DAY                                          68

               The Band is heading down the road. Once again Shawn is at the
               wheel while everyone in the back is brainstorming.

                                   DAKOTA
                         Okay. How are we getting out of
                         this one?

                                   SHANDI
                         Simple. Think like Paul. Paul would
                         probably think, "What would Jesus
                         Do?" So what would Jesus do?

               Cody throws his hand up like a child in grade school.

                                   CODY
                         Oh. I know this one! I know this
                         one!

                                   SHANDI
                         What?

                                   CODY
                         He'd walk through the Jail Cell
                         wall just like David Copperfiled
                         did the Great Wall of China!

                                   CHERRY
                         Um...what would Paul do?

                                   CODY
                         Blow up the Jail Cell.

                                   BILLY
                         That's not going to work.

                                   DAKOTA
                         What if we used our pyro?

                                   BILLY
                         Dude, that's for our show tonight.

                                   SHANDI
                         There isn't going to be a show
                         tonight, right?

                                   CODY
                         You know, I was thinking about
                         that.
                         Every time we play a gig - with the
                         exception of the VFW - Paul is the
                         one who always ruins it.

                                   BILLY
                         True.

                                   SHANDI
                         What are you saying? Go on without
                         him?

                                   CODY
                         Exactly.

                                   SHANDI
                         You can't do that.

                                   CODY
                         Now wait a minute. I've know Paul
                         for years. Shawn, Billy and Mike
                         have know him even longer. And the
                         one thing about Paul is you can
                         always trust him to do what's best--

                                   BILLY, CODY, MIKE AND SHAWN
                         For Paul.

                                   BILLY
                         Check it. First chance he has at a
                         going solo he's going for it! I
                         know it! So we the play the gig
                         without him: a record producer sees
                         the show; we get a contract; then
                         we're on a world tour!

                                   SHANDI
                         Exactly what are the odds of that
                         happing?

                                   BILLY
                         Pretty damn good since this is a
                         movie.

                                   SHAWN
                         Alright, boys. We made it.



        69     EXT. FIELD HOUSE - PARKING LOT - DAY                    69

               Shawn motors the bus through a crowed parking lot
               overshadowed by a Large Field House that can easily hold a
               crowd of several thousand. The banner across the Filed House
               reads:

                                      ROCK FESTIVAL!

               As they drive by we get a good look at the crowd waiting
               outside. It's safe to say you wouldn't take anyone home to
               meet momma from this crowd.



        70     EXT. FIELD HOUSE - BACK ENTRANCE - CONTINUOUS           70

               Shawn parks the bus next to several more buses all tricked
               out like the Band's. The Band descends out of the bus like
               they're world conquers, while everyone else is just trying to
               figure out where they are.

                                   BILLY
                         Oh, yeah. This is what it's all
                         about.

                                   CODY
                         Dude, we are going to rock this
                         place.

                                   DAKOTA
                         I gotta take a shit.

                                   BILLY
                             (overdramatic Hollywood
                              line)
                         Me too, Dakota. Me too.

               The band heads off and mingles with other bands. Cherry walks
               over to Shandi whose mind is obviously somewhere else.

                                   CHERRY
                         Worried about Paul?

                                   SHANDI
                         Kinda. I wonder how he's doing.

                                   CHERRY
                         I'm sure he can take care of
                         himself.

                                   SHANDI
                         That's not what I'm worried about.
                         I'm just worried that he's going to
                         get himself into more trouble then
                         he's already in.

                                                                CUT TO:



        71     INT. POLICE HEADQUARTERS - JAIL CELL - DAY              71

               Paul is sitting on the cot staring at us dead to the world.
               To his right Bubba is sitting on the far end of the cot.
               Bubba slowly raises his giant right hand and starts sniffing
               it. He turns his head towards Paul.

                                   BUBBA
                         You like the smell of Vaseline?

               After a beat Paul turns to look at Bubba who has already
               turned his attention back to his hand smelling it again. The
               Officer returns with a new Cell mate. A WHITE KID dressed in
               THUG WEAR.

                                   OFFICER
                         Got another one for you.
                             (opening the cell door)
                         Enjoy yourself, Bottle Pop.

               The Officer closes the door. BOTTLE POP watches the Officer
               walk away. As soon as the Officer is out of sight Bottle Pop
               acts like he runs the joint.

                                   BOTTLE POP
                         A'ight. Listen up. Bottle Pop is in
                         the... hiz-house! Let me introduce
                         myself. My name is Bottle Pop and I
                         run the show in this mofo. In case
                         you be wondering why they call me
                         Bottle Pop, it's 'cause on the day
                         I was born, when that white devil
                         slave master doctor, slapped me on
                         the ass I grabbed a bottle pop and
                         cracked it over his head.
                             (beat)
                         Now I be representin' West Side.
                         Which side you two be?

               Paul and Bubba stare at Bottle Pop in confusion.

                                   BOTTLE POP (CONT'D) (cont'd)
                         A'ight. That's cool.
                             (points to Bubba)
                         You. You're a big one. You my
                         muscle in here, dig?
                             (points to Paul)
                         And you. You--

                                   PAUL
                         You say anything with the phrase
                         "bitch" in it and I'll kick your
                         ass.

                                   BOTTLE POP
                         Wow, you don't have to get hostile.
                         I just going to say, you look
                         familiar. You a musician right?

                                   PAUL
                         Something like that.

                                   BOTTLE POP
                         You be a rocker?

                                   PAUL
                         Yeah.

                                   BOTTLE POP
                         Shit, being I'm a poet and all that
                         we need to pair up some time. Kick
                         it old school style. Run-DMC,
                         Aerosmith. Just thinking about that
                         makes me what to kick it right now.
                         I'm going to freestyle some shit.
                         Feel free to jump in, homes.

               Bottle Pop begins walking around the cell. Shaking his head
               and grabbing his crotch. He finally stops and then starts his
               rap.

                                   BOTTLE POP (CONT'D) (cont'd)
                             (rapping)
                         Locked up in this enteral cell.
                         White man making my life a hell.
                             (getting into it)
                         All I wanted to do... was pop her
                         big booty--

                                   PAUL
                             (standing up)
                         All right! All right! That's it!

                                   BOTTLE POP
                             (protesting)
                         Yo, I--

                                   PAUL
                         No.

                                   BOTTLE POP
                         I--

                                   PAUL
                         No--

                                   BOTTLE POP
                         I--

                                   PAUL
                         No! Shut up! Just...shut up! No
                         more of this, mobizzile mofizzle my
                         jizzle my nizzle shit okay! Fucking
                         talk white. Say either
                             (like a surfer)
                         Shaw, dude, like I totally got
                         busted, man.
                             (normal voice)
                         Or
                             (upper high class)
                         I say, I believe I have found
                         myself in a rather peculiar
                         predicament.
                             (normal voice)
                         Either way you're fucking white act
                         like it!

               Bottle Pop stares blankly at Paul then wonders off into deep
               thought. Has Paul set him straight? Bottle Pop busts out
               laughing.

                                   BOTTLE POP
                         Shit, dawg! You funny as hell! I
                         like you. I thought you were being
                         all serious and you was just
                         playin'.

               Bottle Pop takes Paul's hand and starts a long stereo-typical
               street hand shake.

                                                                CUT TO:



        72     INT. FIELD HOUSE - DRESSING ROOM - NIGHT                72

               The Band is warming up backstage in their own little dressing
               room which is quite spacious actually. Billy is drumming away
               on a drum pad and warming up his feet on a double kicker.
               Dakota and Cody and warming up on the guitar and bass,
               respectively. 

               Someone bangs on Dressing Room Door.

                                   VOICE (O.S.)
                         Five minutes!

                                   BILLY
                         This is going to rule.

                                   DAKOTA
                         Hell, yeah. I gotta shit again.
                         Dakota gets up and heads to the
                         bathroom.

                                   BILLY
                         Hurry up.

                                   DAKOTA
                         Yeah, yeah, lick it up.

                                   CODY
                             (laying out the plan)
                         I got an idea. We go out there and
                         play one kick ass song then we jet.

                                   BILLY
                         Just like Prince did in "Purple
                         Rain?"

                                   CODY
                         That's the plan.

                                   BILLY
                         Works for me.

                                   DAKOTA (O.S.)
                         Me too!

                                   BILLY
                         Man, Paul's going to be ticked.

                                   DAKOTA (O.S.)
                         Well, he should cut back on the
                         riots!

                                   CODY
                         Yeah.

                                   BILLY
                         Absolutely. When Paul and I were
                         forming this band we said the band
                         is based on honesty. Even if it is
                         brutal honesty. We will not lie to
                         each other because we're only
                         holding each other and the band
                         down. If someone is causing
                         problems in the band or a song
                         isn't working just say so.

                                   CODY
                         That's right. That's how it should
                         always be.
                             (whispers)
                         So who's going to tell Paul about
                         this?

                                   BILLY
                             (whispers)
                         I'm not.

                                   CODY
                             (whispers)
                         Me either, let Dakota do it.

                                   BILLY
                         Cool. Hey, Dakota, guess what
                         you're going to do!

                                   DAKOTA (O.S.)
                         What?!

                                   BILLY
                         We just had a band meeting and it
                         was voted that you're the one who
                         gets to tell Paul that we played
                         the gig without him!

                                   DAKOTA (O.S.)
                         Oh, bull--

               The toilet FLUSHES covering up the last part of Dakota's
               sentence.



        73     INT. POLICE HEADQUARTERS - JAIL CELL - NIGHT            73

               The three are sitting on separate cots in the quiet cell.
               It's peaceful.

                                   BOTTLE POP
                             (to Paul)
                         You got a woman?

                                   PAUL
                         No.

                                   BOTTLE POP
                         Ahh, come on. They ain't nobody out
                         there youse like?

                                   PAUL
                         No.

               Bottle Pop studies Paul's eyes.

                                   BOTTLE POP
                         You love her don't you?

                                   PAUL
                         Who?

                                   BOTTLE POP
                         The girl.

               Paul shakes his head: No.

                                   BOTTLE POP (CONT'D) (cont'd)
                         Yep, I can see it in your eyes. You
                         can't lie about romance to me,
                         dawg. I can tell. Come on. You've
                         all ready admitted it to yourself.

                                   PAUL
                         That doesn't mean anything.

                                   BOTTLE POP
                         Of course it does. Did you tell
                         her?

                                   PAUL
                         Yes.

                                   BOTTLE POP
                         Did you really tell her?

                                   PAUL
                         Well, I never said the words
                         seriously but I did tell her that I
                         liked her.

                                   BOTTLE POP
                         Why not?

                                   PAUL
                         You don't go up to someone after a
                         couple of months and say something
                         like that.

                                   BOTTLE POP
                         Why not, if it be true?

                                   PAUL
                             (sighs)
                         I...I can't tell her because there
                         is no reason to.
                         What is the point of telling
                         someone you love them if you can
                         never be together?

                                   BOTTLE POP
                         Why can't you be together?

                                   PAUL
                         Because I can't give her the things
                         I want her to have. Look at where I
                         am. I'm...lost. It's not fair to
                         her. I want her to have the things
                         she needs and desires and I can't
                         provide those...so that means she
                         needs to be with someone who can
                         give her those things and if the
                         guy loves her half as much as me
                         then it'll be alright.

                                   BOTTLE POP
                         So you're just giving her up?

                                   PAUL
                         I'm not giving her up I'm helping
                         her.

                                   BOTTLE POP
                         Even if it means losing her
                         forever?

                                   PAUL
                         If she's happy, yes.

                                   BOTTLE POP
                         But you're not.

                                   PAUL
                         It's not important that I am.

                                   BUBBA
                         What things can't you give her?

                                   PAUL
                         Things.

                                   BUBBA
                         Material things?

                                   PAUL
                         Well, there's more then that but
                         that's part of it.
                             (remembering)
                         Though to be honest I've never
                         heard her complain about the things
                         she has or the things she didn't
                         have...ever.
                             (smiles)
                         I've never met anyone like that.

                                   BUBBA
                         So your giving her up because of
                         that macho egotistical stance of
                         "provider."

                                   PAUL
                         No, I want to give her the things
                         she--

                                   BUBBA
                         No matter how much you can give the
                         person you love it will never be
                         enough in your mind. If her
                         presence is enough to satisfy your
                         wants and needs why can't it be
                         enough for her as well?

                                   PAUL
                         You don't know that's how she
                         feels.

                                   BOTTLE POP
                         You said she never complained about
                         the things she wants. Maybe the
                         only thing she wants is a hand in
                         hers and you'll give her that: only
                         if the hand isn't yours.

                                   BUBBA
                         You're right. She will be happier
                         with someone else. At least they
                         will try.

               Paul looks down at the floor, busted.



        74     INT. FIELD HOUSE - ARENA FLOOR - NIGHT                  74

               A sea of several thousand black shirts have already packed
               the area and more are on the way in.

               ANGLE ON - THE SIDE STAGE, as Shawn, Mike and the girls are
               looking out at the audience. The arena lights GO OUT. The
               crowd cheers.

               ANGLE ON - THE STAGE, as a giant a SPOTLIGHT shines down on a
               BLUE BOX that is being wheeled out to the center of the stage
               by two STAGEHANDS. The Stagehands quickly run back into the
               darkness. The box stands naked on the stage being closely
               scrutinized by the audience. The lid of the box BURSTS open
               revealing

               SESAME STREET'S COOKIE MONSTER!

               The crowd goes WILD. Cookie Monster motions to the crowd to
               quiet down. They do so then--

                                   COOKIE MONSTER
                         COOOOOOOOKIIIIEEEEEEEEEEEE!

               The crowd roars back in their best Cookie Monster
               impersonation.

                                   CROWD
                         COOOOOOOOKIIIIEEEEEEEEEEEE!

               DEATH METAL begins playing in the back ground. STROBE lights
               turn on and off illumining the Field House. The music stops
               along with the strobes. The spotlight shines upon Cookie
               Monster, the crowd is hushed.

                                   COOKIE MONSTER
                         COOOOOOOOKIIIIEEEEEEEEEEEE!

               The music resumes and well as the lights. The music continues
               for several more bars then stops again.

                                   COOKIE MONSTER (cont'd)
                         SPECIAL GUEST...
                         (with a smile)
                         ANIMAL!

               ANGLE ON - THE BACK OF THE STAGE, as we see a LEVITATING
               drumset with

               THE MUPPETS' ANIMAL

               behind the drums.

                                   ANIMAL
                         PARTY!

               The music resumes with Animal going ape shit on the drums
               while Cookie Monster continues belting out --

                                   COOKIE MONSTER
                         COOOOOOOOKIIIIEEEEEEEEEEEE!

               Cookie Monster and Animal continue rocking out until Animal
               decides to DESTROY his drumset bringing the performance to an
               abrupt halt. The audience doesn't mind as they give a
               standing ovation.



        75     INT. FIELD HOUSE - BACK STAGE - CONTINUOUS              75

               Wolford arrives backstage and stands next to the girls along
               with Mike and Shawn.

                                   SHAWN
                             (to Wolford)
                         Dude, you just missed a kick ass
                         show.

               Everyone turns to see Cookie monster being wheeled trough the
               curtains by his stage hands with Animal WALKING behind him.

                                   COOKIE MONSTER
                         Thanks for doing the show, Animal.

                                   ANIMAL
                         Want woman!

               Animal spots the girls, particularity Shandi and smiles.

                                   ANIMAL (CONT'D) (cont'd)
                         Ahh.

               Cody takes notice.

                                   CODY
                         Hey, back off our women you little
                         freak.

               Animal stares at a shirtless Cody, pierced nipples and all
               then...

                                   ANIMAL
                             (pointing)
                         HAHAHAHAHAHA!

               Before Cody can respond something grabs Animal's
               attentionO.S.

                                   ANIMAL (CONT'D) (cont'd)
                             (running off)
                         Food now!

                                   BILLY
                         All right don't worry about that.
                         Let's deal with the show.

                                   CODY
                         This is going to kick so much ass!

                                   DAKOTA
                         I can't believe Paul isn't here to
                         ruin it.

                                   CODY
                         It's about time we got our freakin'
                         just dues!

                                   SHANDI
                         I still don't agree with it.

                                   CHERRY
                         Well, we don't care 'cause you're
                         not in the band.
                             (holding Cody)
                         Right, honey?

                                   SHANDI
                         You're not in the band either,
                         Yoko.

                                   CHERRY
                         You better watch it, bitch!

                                   SHANDI
                         Skank!

                                   CHERRY
                         Whore!

                                   SHANDI
                         Don't make me rip the tissues out
                         of that bra!

                                   CHERRY
                             (pointing)
                         Well, don't make me tear off that
                         weave!

                                   SHANDI
                         Don't stick your finger in my face
                         or I'll--

                                   CHERRY
                         What?! Stick it up my ass?

                                   SHANDI
                         Wouldn't be the first thing stuck
                         up there.

                                   THE GUYS
                         WOOOOAAAAAAAAAA!

               Out of nowhere Billy pulls up a CAMCORDER and starts
               recording.

                                   BILLY
                         Oh, my God, I love this!

               ANGLE ON - THE HALLWAY, as a crowd gathers around Mike.

                                   MIKE
                         Welcome to catfight two-thousand
                         and four! Place your bids now!

                                   BETTER ONE
                         I got ten on the bitch with no
                         tits!

                                   BETTER TWO
                         Twenty for the one with the weave!

                                   STAGEHAND (O.S.)
                         Wolford is on in thirty!

               The girls quickly stop the fight before it even gets started
               when Cherry runs over to the band hurrying them off.

                                   MIKE
                         Winner by forfeit, the Weave!

               The gamblers are divided in CHEERS of success and failure for
               their gambles.



        76     INT. FIELD HOUSE - STAGE - CONTINUOUS                   76

               The stage lights go OUT. The ROAR of the crowd resumes. Smoke
               rolls across the stage. LASER LIGHTS caress our eyes. An
               EROTIC BASSLINE fills the air. TRIBAL DRUMBEATS work the
               crowd into a FRENZY. An OVERDISTORTED GUITAR welcomes STAGE
               LIGHTS and PYRO as Wolford plays an entire song and KICKS ASS
               doing so then bolts.



        77     INT. FIELD HOUSE - BACK STAGE - CONTINUOUS              77

               Wolford runs backstage to a joyous RECEPTION from the girls
               with the exception of Shandi. In the b.g. we can still hear
               the crowd chanting, "Wolford".

                                   DONALD (O.S.)
                         Awesome! That was just plain
                         awesome!

               The band turns to see a stereo-typical record producer,
               DONALD.

                                   DONALD (CONT'D) (cont'd)
                             (shaking hands)
                         Hi, I'm Donald.

                                   BILLY
                         Donald...?

                                   DONALD
                         Last names not important but what
                         is important is that I'm a recorder
                         producer.

                                   DAKOTA
                         Kick ass.

                                   CODY
                         Praise Gene!

                                   DONALD
                         Look, I've already seen all the
                         other bands playing here tonight,
                         trust me, they suck.

                                   CODY
                         You got that right.

                                   DONALD
                         That's why I want you guys to sign
                         on to my label.

                                   CODY
                         Kick ass.

                                   DAKOTA
                         Praise Ace.

                                   BILLY
                         What's the name?

                                   DONALD
                         Something Records. We're a start up
                         company and we're looking for a
                         band to, well, let's be honest, to
                         build the company on.

                                   CODY
                         Like Casablanca did with KISS?

                                   DONALD
                         Exactly.
                             (handing them his card)
                         Look, here's my number and the
                         address for the company. I'm
                         heading back to the office and I'll
                         set up a meeting for you guys. You
                         call me tonight and I'll let you
                         know how everything went. Then you
                         can come in and we'll negotiate
                         your contracts.

                                   DAKOTA
                         All right man, we'll give you a
                         call.

                                   DONALD
                         Great.
                             (shaking hands)
                         Once again, pleasure meeting you
                         guys. You were awesome! Donald
                         heads off while the band watches
                         him walk away.

                                   DAKOTA
                         Dude, we're rich!

                                                                CUT TO:



        78     MONTAGE:                                                78

               A. The band in meetings with the STUDIO HEADS.

               B. The band RECORDING an album.

               C. The band FILMING a video.

               D. The band BUYING INDIVIDUAL HOMES, CARS and GETTING
               MARRIED. Billy marries Gretchen, Dakota marries Rachel and
               Cody marries Cherry.

               E. Newspaper Headlines stating: "HOMETOWN BOYS MAKE IT BIG",
               etc.

                                                                CUT TO:



        79     EXT. LOUISIANA SUPERDOME - NIGHT                        79

               SUPER: 4 MONTHS LATER.

               A full parking lot is before us. The Electric Marquee reads:

                               WOLFORD - 9 P.M. - SOLD OUT



        80     INT. LOUISIANA SUPERDOME - WOLFORD DRESSING ROOM - NIGHT80

               Women, women and more women fill out the room, in more ways
               then one. Not only that, the room is drunk with food, large
               stereo's, enough catering for the entire Third I.D. and in
               the middle of it all is Wolford. Not even one show in and the
               band has already begun their lesson in decadence.

                                   BILLY
                         Dude, this is awesome!

                                   CODY
                         I know! Hey, Dakota!

               Dakota looks over from his spot on the couch where he is
               being fed grapes by some LONG HAIRED BRUNETS with hair down
               to their asses.

                                   DAKOTA
                         Yeah?!

                                   CODY
                         How's it going over there?

                                   DAKOTA
                         Fucking great!
                             (to the brunets)
                         Feed me.

               There's a knock on the door.

                                   CODY
                         I'll get it.

               Cody strolls over and opens the door.

                                   PAUL (O.S.)
                         JUDAS!

               The music stops as everyone turns to the door as -BOOM!- Cody
               is tackled to the floor. Paul hops up to one knee and gets
               ready to belt Cody when he spots something we missed.

               ANGLE ON - SHANDI, sitting on DEREK'S lap with their arms
               draped around one another, it's obvious they're a couple now.
               Shandi looks down at Paul with a slight smile.

                                   SHANDI
                         I'm sorry.

               Broken, Paul drops his fist and shakes his head. He stands up
               and walks over to a table. Placing his hands on the table he
               lowers his head as a hand pats him on the back.

                                   DEREK
                         There, there, Jewboy. It'll be all
                         right. Look on the bright side, I'm
                         almost done with her. Once she's
                         all used up you can have her back. 

               Hell with this good guy shit! Paul turns around and KNOCKS
               DEREK OUT COLD!

               Cody jumps up amazed.

                                   CODY
                         Dude! That was awesome.

               POW! Paul SLUGS Cody then tackles him to the floor again.

                                   PAUL
                         You're new album sucks and it's got
                         my name on it!

               Billy jumps on Paul's back then -WHAM!- a chair is BLASTED
               over Billy's back by Bottle Pop!

                                   BOTTLE POP
                         Beeeeyitch! The big "P" and little
                         "B" are back in the big E-Z.

               Dakota looks over and sees Paul and Cody rolling towards him.
               Dakota simply reaches down and picks up his ACE FREHLEY
               SIGNATURE GUITAR and holds it up while Paul and Cody roll
               past him.

                                   DAKOTA
                             (to the brunets)
                         Feed me.

               The brunettes comply as Dakota sets the guitar back down. 

               ANGLE ON - CODY, as he SLUGS Paul with a right hand knocking
               him off. Cody stands up and picks Paul up by the hair then
               puts him in a SIDE HEADLOCK.

                                   CODY
                         You are a fool to return, young
                         Jedi!

                                   PAUL
                         We'll see about that you Sith
                         bastard!

               Paul, a la pro-wrestling, gives cody three ELBOWS to the
               stomach breaking the hold. Paul grabs Cody's head and runs
               him face first into the CHEST of a BUXOM BLONDE - BOING!
               Cody's head BOUNCES back. Paul RAMS his head against them
               again - BOING! Again - BOING! Again - BOING!

               Paul pauses for a beat and realizes it's not working. Cody
               sees the window of opportunity and opens it up by ELBOWING
               Paul in the gut. Cody grabs Paul by the head and RAMS him
               face first into the chest of the BUXOM BRUNETTE next to her -
               BONK! Paul doesn't bounce off and COLLAPSES to the floor in
               pain. The Blonde turns to see the Brunette fixing her bra.

                                   BUXOM BRUNETTE
                             (motions towards the
                              Blonde's breasts)
                         Silicon, huh?

               ANGLE ON - BILLY, as his battle with Bottle Pop ensues. Billy
               and Bottle Pop have both picked up drumsticks and are
               threatening to use them.

                                   BILLY
                         Who the hell are you?

                                   BOTTLE POP
                         I be Bottle Pop, a'ight?

                                   BILLY
                         Bottle Pop? Dude, you're not even
                         in the band.

                                   BOTTLE POP
                         I know that, fool. What, you think
                         just 'cause you rich you be smarter
                         then me?

                                   BILLY
                         Yeah.

                                   BOTTLE POP
                         A'ight, bitch, you's about to get
                         this west siiide style!

                                   BILLY
                         Oh, shit you west side? The tension
                         drops.

                                   BOTTLE POP
                         Yeah, man.

                                   BILLY
                         Hey, that's cool.

                                   BOTTLE POP
                         Ah, hey, you west side, too?

                                   BILLY
                         No. I'm East Side, motherfucker!
                         I'm going to kick your ass!

                                   BOTTLE POP
                         Ahh, it's on now!

               Billy and Bottle Pop engage in a DRUMSTICK/SWORD FIGHT with
               neither man getting the better of the two.

               ANGLE ON - CODY, as he is KICKING the dog shit out of Paul on
               the floor. Paul grabs Cody's leg and TRIPS him up. Paul hops
               to his feet grabs Cody's right leg--

                                   PAUL
                         Now we go to school!

               Then locks Cody in the FIGURE-FOUR. Cody screams in pain.

               ANGLE ON - BILLY, as the sword fight's pace has quickened.
               Amazingly their fight has actually gotten good! Billy takes a
               wild swing and CONNECTS with Bottle Pop's stick.

               The stick flies out of Bottle Pop's hand and sails through
               the air until it NAILS Dakota's guitar knocking it off
               balance. The guitar CRASHES to the floor.

               The room is HUSHED. Dakota's girls slowly back up. Paul
               unlocks Cody as they stare on. The RINGING of the guitar
               softly comes to an end. Dakota calmly swings his legs over
               the couch and puts his feet on the floor, closes his eyes and
               sighs. Dakota stands and opens his eyes.

                                   DAKOTA
                         ACE KILL! FUCK YOU!

               Oh, shit. Dakota ATTACKS the room like a bull in a china
               shop. Everyone runs for their lives as Dakota DESTROYS
               everything in his path. The dressing room door opens with a
               mass exodus. Finally we see who opened the door, it's Donald.

                                   DONALD
                         Guys, what's going on?

                                   DAKOTA
                         YOU FUCK! KILL ACE!

                                   DONALD
                         Kill Ace?!

                                   DAKOTA
                         NO! ACE KILL!
                             (charging)
                         FUCK YOU!

               Dakota is five feet from spearing Donald. Think fast, Donald!
               Donald pulls out a HUNDRED DOLLAR BILL from his wallet.

                                   PAUL
                         No! Benjamin!

               Paul dives in front of Donald and STEALS THE HUNDRED OUT OF
               HIS HAND, leaving Donald to get SPEARED into the hall way!
               Billy and Cody peek out the dressing room and see Dakota
               standing over Donald.

                                   BILLY
                         Sorry, dude. What did you want?

                                   DONALD
                             (weakly)
                         It's time...for you to go on.

                                   BILLY
                         Okay.

               Bill turns back to Paul whose holding the hundred in his arms
               like a lost lover.

                                   BILLY (CONT'D) (cont'd)
                         You playing, dude?

                                   PAUL
                         Uh... yeah.

               Cody walks over and helps Paul up. They share a look...the
               band's back together. Paul leaves the room. Cody looks down
               at Shandi as she attends Derek. She looks up at Cody. Cody
               shrugs with a smile...

                                   CODY
                         Rock 'n' roll.

               Then leaves the room.

                                                                CUT TO:



        81     EXT. LOUISIANA SUPERDOME - NIGHT                        81

               We PULL back from the Superdome as we listen to the MUFFLED
               sounds of the beginning of the concert.

                                   WOLFORD ANNOUNCER
                         All right, New Orleans!
                             (crowd cheers)
                         You've listen! You've waited!
                         You've paid! And after they play
                         all the hot girls will get laid!
                         WOLFORD!

               The crowd goes WILD.

                                   PAUL (O.S.)
                         What the hell kind of stupid intro
                         is that?!

                                   BILLY (O.S.)
                         Shut up, it kicks ass!

                                   PAUL (O.S.)
                         No, it doesn't! It freakin' sucks!

                                   BILLY (O.S.)
                         No, you're girlfriend sucks. What
                         do you think she's been doing with
                         Derek while you were in jail?!

                                   PAUL (O.S.)
                         Err!

               Sounds of a struggle is heard. A microphone falls. Drums are
               turned over. The crowd is getting louder by the second.
               Until...

               BOOM!

               The crowd runs out of the dome. A full out RIOT ensues. What
               else is new?

                                                              FADE OUT:

                                                               CREDITS:



        82     EXT. COURT HOUSE - DAY                                  82

               AS CREDITS roll we see a large Court House gleaming in the
               Sun.

                                   BAILIFF (O.S.)
                         All rise. The honourable Judge
                         Simmons now presiding.

                                   JUDGE SIMMONS (O.S.)
                         You may be seated.



        83     INT. COURT HOUSE - COURTROOM - DAY                      83

               ANGLE ON - JUDGE SIMMONS, shaking his head.

               ANGLE ON - BILLY, looking at Judge Simmons with hope.

                                   JUDGE SIMMONS (O.S.)
                         Guilty.

                                   BILLY
                         Crap!

                                                                CUT TO:



        84     INT. COURT HOUSE - COURTROOM - DAY                      84

               ANGLE ON - DAKOTA, looking up at the Judge. JOHNNY COCHRAN
               leans into frame and smiles.

                                   JUDGE SIMMONS
                         Not guilty.

                                                                CUT TO:



        85     INT. COURT HOUSE - COURTROOM - DAY                      85

               ANGLE ON - CODY, looking up at Judge Simmons with hope.
               JOHNNY COCHRAN leans into frame and smiles.

                                   JUDGE SIMMONS
                         Not guilty.

                                                                CUT TO:



        86     INT. COURT HOUSE - COURTROOM - DAY                      86

               ANGLE ON - PAUL, looking at Judge Simmons with hope.

                                   JUDGE SIMMONS (O.S.)
                         Guilty.

                                   PAUL
                         Crap!

                                                                CUT TO:



        87     EXT. STATE PRISON - DAY                                 87

               A large imposing prison towers over a transportation bus.
               Billy is led out of the bus in a chain gang. One of the BUS
               GUARDS whispers into Billy's ear as he walks passed him.

                                   BUS GUARD
                             (whispers)
                         Don't drop the soap.

               Billy turns to the guard.

                                   BUS GUARD (cont'd)
                         Seriously.

                                                                CUT TO:



        88     INT. STATE PRISON - SHOWER ROOM - DAY                   88

               Dressed in his bath robe Billy enters with a bar of soap
               placed on top of the towels he's carrying. Billy frowns.

               ANGLE ON - INMATES, turning to Billy. Smiles all round (which
               is all we see from them.)

                                   BILLY
                             (under his breath)
                         Oh, boy. I never should have made
                         fun of "Cop Rock."

                                                                CUT TO:



        89     EXT. BLACK DIAMOND PRISON - DAY                         89

               Another large imposing prison towers above a transportation
               bus. The only convict to step out is Paul. Guards surround
               him.

                                                                CUT TO:



        90     INT. BLACK DIAMOND PRISON - SHOWER ROOM - DAY           90

               Dressed in his bath robe Paul enters the room with a bar of
               soap on top of the towels he's carrying. Paul has his eyes
               shut then takes a peak. His eyes widen.

               ANGLE ON - INMATES, turning to Paul. ALL BEAUTIFUL WOMEN with
               smiles all around (once again, that is all we can see.)

               Paul looks down at the bar of soap on his towel. He takes the
               bar and tosses it to the side.

                                   PAUL
                         Oops. Dropped the soap.

               The girls charge after it like it was a wedding bouquet. Paul
               smiles: Victory. He looks up to the sky.

                                   PAUL (cont'd)
                         Thanks. I won't mess this one up.

               Paul runs then FLIPS into the air falling out of FRAME - 
               CRACK!

                                   PAUL (O.S.) (cont'd)
                         AHH! I BROKE MY LEG! I BROKE MY
                         LEG! WHY, GOD?! WHY?!

                                   GOD (V.O.)
                         Because you're an idiot!

                                                              FADE OUT.



                                         THE END
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