EXT. CARNIVAL - FLASHBACK


               A camera does an overhead shot of a large carnival. It goes
               down to ground level where a YOUNG NASH and a YOUNG DUNCAN
               are running circles around ROBERT (James Woods).


                                   DUNCAN (V.O.)
                         My dad always said that puking was
                         for the weak.


                                   YOUNG NASH
                         Dad, can we have our tickets now?


                                   ROBERT
                         You just ate, you're going to get
                         sick.


                                   YOUNG DUNCAN
                         We're not eight years old anymore.
                         We're practically men.


                                   ROBERT
                         You're a man, huh? Do you wanna box
                         me?


                                   DUNCAN (V.O.)
                         Dad always protected his man of the
                         house title. Nash has two scars on
                         his head from it.


               A series of scenes with YOUNG NASH and YOUNG DUNCAN riding
               various carnival rides appears.


               - They're on a ferris wheel. YOUNG NASH keeps rocking it.


               - They both ride around on the teacups. YOUNG NASH spins it
               while YOUNG DUNCAN sits still, looking very sick.


               - They go down the slope of a large roller coaster. YOUNG
               DUNCAN can barely hold it in.


                                   DUNCAN (V.O.) (cont'd)
                         Wait for it...


               YOUNG DUNCAN and YOUNG NASH both sit on a bench. YOUNG DUNCAN
               is hovered over, throwing up. YOUNG NASH just pats his back.


               DUNCAN appears in the background and watches on. He looks
               directly into the camera.


                                   DUNCAN (cont'd)
                         Maybe Dad was smarter than I
                         thought.




               INT. DUNCAN'S CAR - PRESENT DAY


               DUNCAN and NASH sit in the front seat. FRIZZO sits in the
               back dancing and singing along to a Kelly Clarkson song on
               the radio.


                                   FRIZZO
                             (singing)
                         I'm looking for attention, not
                         another question. Should you stay
                         or should you go? Well, if you
                         don't have the answer why you still
                         standing here?


               He stops singing when they drive past a carnival being
               constructed in the park.


                                   FRIZZO (cont'd)
                         Holy balls dudes!


                                   NASH
                         What is it?


                                   FRIZZO
                         The carnival's in town.


               DUNCAN shakes his head and waves his arm in protest.


                                   DUNCAN
                         No way. Get that out of your head.


                                   FRIZZO
                         You're not the boss of me! I'm not
                         a baby, I'm a man!


               FRIZZO flexes his arms and kisses his biceps.


                                   FRIZZO (cont'd)
                         What's your deal anyway?


                                   NASH
                         Duncan had a bad experience last
                         time we were at a carnival.


                                   DUNCAN
                         Because you're an asshole.


                                   NASH
                         No, because you're a pussy.


                                   FRIZZO
                         If I were a body part, I'd like to
                         be a taint. It's underrated.


               NASH and DUNCAN look back at FRIZZO with looks of disgust.


                                   FRIZZO (cont'd)
                         True story.


                                   DUNCAN
                             (ignoring Frizzo)
                         We came here to get Ciara anyway.
                         Not go to a carnival.


                                   NASH
                         Correction, YOU came here to get
                         Ciara. WE came here to get off work
                         for a week. I'm sure you can take a
                         couple hours out of your romantic
                         crusdae to go to a carnival.


               DUNCAN still looks as if he's going to protest.


                                   NASH (cont'd)
                         Ciara might even be there.


               DUNCAN's look changes to look more appealing to the idea.


                                   DUNCAN
                         Where do I park?




               EXT. CARNIVAL - NIGHT


               "Narc" by Interpol plays as DUNCAN, NASH, and FRIZZO walk
               through a crowd in slow motion. NASH and FRIZZO wear
               sunglasses even though it's dark out. They come to a stop and
               the music ends.


                                   NASH
                         Boy, that was a little too
                         overdramatic.


                                   DUNCAN
                         You know, it really was.


                                   FRIZZO
                         It felt good though.


                                   DUNCAN
                         Yeah, it did. So, what do you want
                         to do?


                                   FRIZZO
                             (points to his right)
                         The beer tent's is over there.


                                   DUNCAN
                         Do they card?


                                   NASH
                         Dude, you're 28.


                                   DUNCAN
                         Ah, right. I forget that when it
                         comes to consuming alcohol
                         sometimes.


                                   NASH
                         C'mon, I'll buy the first round.


                                   DUNCAN
                         Nah, I'm going to go see what else
                         is going on first. I'll catch you
                         later though.




               EXT. CARNIVAL - MOMENTS LATER


               DUNCAN is looking around for something or someone familiar.
               He finally gives up and gets in line for food. 




               EXT. BEER TENT


               NASH and FRIZZO have a stack of empty cups near them. That
               doesn't keep them from downing everything in their current
               glass. 


               A man in a white shirt is handing out stickers and whistles
               near them.


               NASH points him out to FRIZZO.


                                   FRIZZO
                             (to man)
                         Hey, who the fuck are you?!


               The man is very polite to the drunken mess.


                                   MAN
                         I'm Kevin Polo. I'm running for
                         circuit judge.


               He hands them both stickers and whistles.


                                   NASH
                         Are you related to Marco Polo?


                                   FRIZZO
                         Oooh, you should be like "Who are
                         you going to support? Kevin!'?


                                   NASH
                         Polo!


                                   FRIZZO
                         Kevin!


                                   NASH
                         Polo!


               They both laugh in unison, drunkenly. KEVIN POLO just stands
               awkwardly.


                                   FRIZZO
                         I'm glad you're the actual guy and
                         not just some asshole handing out
                         stickers.


                                   KEVIN
                         Now that you mention it, wanna hand
                         out some stickers?


                                   NASH
                         Eff yeah!




               EXT. DINING AREA


               DUNCAN finishes the very last bite of his hot dog. He looks
               at his plate that is stained with ketchup and cheese from his
               french fries and nachos. He gets up and walks to a trash can.
               He throws the plate away.


               A finger taps his shoulder. He turns around...it's CIARA.


               DUNCAN is speechless.


                                   CIARA
                         You were being serious.


                                   DUNCAN
                         What?


                                   CIARA
                         I thought the phone calls were
                         pranks. You actually drove fifteen
                         hours to see me.


                                   DUNCAN
                         I missed you at work. I want you to
                         come back. What do you say?


                                   CIARA
                         I say we talk it over on the Rock-O
                         Planes.


               DUNCAN looks at the trash can worried.


                                   DUNCAN
                         I'm not sure that's such a good
                         idea.


               CIARA grabs DUNCAN's hand and pulls him with her.


                                   CIARA
                         C'mon!




               EXT. BENCH NEAR BEER TENT


               DUNCAN sits doubled over, throwing up in a trash can. NASH
               notices and comes to sit next to him. He pats his back.


                                   NASH
                         It's okay. We'll go home soon.


               NASH walks away. DUNCAN has a "Vote for Polo' sticker on his
               back.


                                   DUNCAN (V.O.)
                         Some things never change.