unformated_scripts/Script_Almost Famous.txt

					 UNTITLED	 Cameron Crowe	 December, 1998					UNTITLED	1	FADE IN								1	A close-shot of a yellow legal tablet.  A young hand comes	into frame, holding a pencil.  For a few moments, we hear only	the soft scratching of pencil on paper, as credits are written	in a series of dissolves.  The hand carefully erases and	corrects an error or two along the way.  And then the sound of	an old friend... the warm crackle of a vinyl record... as we	now hear Alvin and the Chipmunks' "Christmas Song."	2	EXT. PACIFIC OCEAN -- DAY					2	A lone palm tree rises up into a yellow afternoon sky.  Behind	it, the sparkling blue of the Pacific Ocean and the city of	San Diego.  A dry, hot Southern California day.  Even the wind	is lazy, and a little bored.	3	EXT. NEIGHBORHOOD SHOPPING CENTER - DAY				3	Santa Claus wears shorts and sandals, ringing a bell as he	collects for the Salvation Army.  This is Christmas in the	Southland.  No snow, no winter wonderland.  Just a pleasantly	thick heat and an unchanging season, as music continues.	Turning the corner, walking into frame is ELAINE MILLER, 35.	She is a tall woman, consumed by the fevered conversation she's	Having with her pale young son WILLIAM, late pre-teens.  They	stand apart from the other shoppers.  All around them is the	highly-charged salesmanship of the season... silver glittering	fake Christmas trees.  She hurries her son through the	commercial juggernaut, continuing their lively intellectual	conversation, when something stops her.  A Workman is affixing	letters to a store-front.  He has already placed the MERRY...	now he's finishing the XMAS.  Elaine is strong, but always	pleasant, always clear about her purpose in this life.					ELAINE			Excuse me, I'm a teacher.  There is no			word in The English Language -- "Xmas."			It's either Merry Christmas... or Happy			Holidays.	The Workman nods thanks, with faux appreciation, as Mom turns	away.  The Workman shares a look with William, who shrugs -	that's my Mom.	TITLE: 1969	4	EXT.  MINI-TRACT CONDO COMPLEX -- DAY				4	This is the new professional-class.  It's a mini-condo	community.  Rows of Spanish-styled three-bedroom houses with	common walls.   Move in on one of these homes, the one without	Christmas lights.  At the door is a furtive 15 year-old Girl.	She checks her cheek, straightens her hair.  She hides	something under her coat, and gathers the proper nonchalance	to enter.  Music fades.	5	INT. KITCHEN -- DAY						5	We now hear the dialogue between this lively Mother and her	son, as she cooks a pan full of soy-based health-food cutlets.	The meal simmers unappetizingly in the pan.  Across the kitchen	we see William.  He's a great listener, with a calm and curious	face that takes everything in.					WILLIAM			- so Livia -					ELAINE			-- killed everyone off so her son			Tiberius could inherit the throne.				(thoughtful pause)			Just like Nixon.	William nods, intrigued.  He has a good disposition.  The	world of knowledge engages him, and he loves what it brings	out in his Mom.  There is a small clatter at the front door,	as the girl we've just seen enters, barely brushing some chimes.	She silently curses herself.					ELAINE (cont'd)			Anita, is that you?					ANITA'S VOICE			Hey Mom!  I already ate.	Mom moves to the living room to greet William's sister.  William	peers into the next room.	6	INT. LIVING ROOM -- DAY						6	She's almost to her bedroom down the hall when mom catches	her.  We now discover ANITA, 16, up-close.  She is an alluring	young Natalie Wood, with a suspicious and sunny smile.					ELAINE			You sure?  I'm making soy cutlets.	The words "soy cutlets" sends a small shiver through the girl.					ANITA			I'm fine.  Already ate.	William stands in the doorway now, watching, monitoring, as	Mom moves closer to his sister.  She sees something curious	about her daughter.					ELAINE			Wait.  You've been kissing.					ANITA				(too quickly)			No I haven't.					ELAINE				(peering at her lips)			Yes... yes, you have...					ANITA			No I haven't.					ELAINE			Yes you have.  I can tell.					ANITA				(boldly)			You can't tell.	Mom steps closer and examines the lips even more carefully.	To her, everything is a quest for knowledge.					ELAINE			Not only can I tell, I know who it is.			It's Darryl.	Anita is stunned silent.  She turns slightly to look at herself	in a hall mirror, searching for clues, implicating herself	immediately.					ELAINE (cont'd)			And what have you got under your coat?	This is the booty Anita didn't want to give up.  Mom picks at	the corner of an album cover now visible under her jacket.	She withdraws the album. It's Simon and Garfunkel's Bookends.					ANITA				(busted)			It's unfair that we can't listen to			our music!					ELAINE				(weary of the issue)			Honey, it's all about drugs and			promiscuous sex.					ANITA			Simon and Garfunkel is poetry!					ELAINE			Yes it's poetry.  It's the poetry of			drugs and promiscuous sex.  Look at			the picture on the cover...	CLOSE ON BOOKENDS ALBUM COVER	Mom's fingers at the edges.  We examine the insolent faces on	Richard Avedon's classic album cover.  Even Simon and Garfunkle	look guilty under her scholarly inspection.					ELAINE (cont'd)			... honey, they're on pot.					ANITA			First it was butter, then sugar and			white flour.				(beat)			Bacon. Eggs, bologna, rock and roll,			motorcycles.	Nearby, William squirms as he watches the gently escalating	conversation.  Anita glances at her brother.  He silently	urges her to downshift.  She can't.					ANITA (cont'd)			Then it was celebrating Christmas on a			day in September When you knew it			wouldn't be "commercialized."					ELAINE			That was an experiment.  But I			understand -					ANITA			What else are you going to ban?					ELAINE			Honey, you want to rebel against			knowledge.					ELAINE (cont'd)			I'm trying to give you the Cliff's			Notes on how to live in this world.					ANITA				(simple and direct)			We're like nobody else I know.	These are the words that sting Mom most.					ELAINE			I'm a teacher.  Why can't I teach my			own kids?				(pats chest)			Use me.					ANITA			Darryl says you use knowledge to keep			me down.  He says I'm a "yes" person			and you're trying to raise us in a			"no" environment!					ELAINE				(immediately, can't help			it)			Well, clearly, "no" is a word Darryl			doesn't hear much.	Anita gasps.  Ever the peacemaker, William weighs in.  Nearby	is a poster - "No More War."					WILLIAM			Mom --					ELAINE			Everything I say is wrong.					ANITA			I can't live here!  I hate you!  Even			William hates you!					WILLIAM			I don't hate her.					ANITA				(to William)			You don't even know the truth!	William looks vaguely confused.					ELAINE			Sweetheart, don't be a drama queen.	Anita takes a breath and then out of her mouth comes the	strangled-sounding words of a kid swearing at her parent for	the first time.					ANITA			Feck  you!  All of you!					ELAINE			Hey!	Anita runs down the hall to her room.  Elaine turns to William,	relating to him more as a fellow parent than a child.					ELAINE (cont'd)			Well, there it is.  Your sister using			the "f" word.					WILLIAM			I think she said "feck."					ELAINE				(sputtering)			What's the difference?					WILLIAM				(encouraging)			Well.  The letter "u"...	Shot moves in on the kid, as we hear the opening strains of	The Moody Blues' "Nights in White Satin."	7	INT.   SCHOOL DANCE/GYMNASIUM BATHROOM -- NIGHT			7	Music continues.  Shot moves along a row of very mature-looking	male teenagers, examining themselves in the bathroom mirror.	There's the kid with a very mature-looking moustache, the  kid	proudly sporting full-blown hormonal acne (he slaps on some	Hai Karate), the guy to whom puberty has already delivered the	face of an adult, complete with long jutting sideburns... and	then a blank space at the mirror, as the shot moves down, down,	down to find William.  He is so much younger, without a zit in	sight.  Puberty is so very distant on his horizon.	8	INT. DANCE -- NIGHT -- UNDER-CRANKED				 8	Song continues as we see William's perspective of these much-	older looking kids.  Girls now are visible, and they are even	more mature than the boys we've just seen.  They flirt and	glow, arms trailing across the shoulders of the boys.	Whispering in each other's ears, none of them looking down.	It's a troubling experience, to be this close to the alluring	world of older teenagers... and to be so invisible to them.					VOICE (O.S.)			Are you really in our grade?	9	INT. JUNIOR HIGH LOCKER ROOM -- DAY				  9					VOICE				(louder)			Are you really in our grade?	William turns to see tall, adenoidal TIM TOBIN.  The most mature	looking kid we've seen yet, he challenges William in a loud	theatrical tone.  It is a voice right out of Guys and Dolls,	which incidentally is the school play in which Tobin had just	starred.  William answers in a respectful voice.  He is	desperate for acceptance.					WILLIAM			Yeah.					TOBIN			Hey guys!  Check it out!  William			doesn't have any pubes!	Others now begin to gather around, examining William.  He has	never been more naked.					GUY # 1			How old are you man?					TOBIN			He's not a man, he's a little baby			kid.  He Doesn't even get zits yet.					GUY # 2			How come you don't have any hair down			there?					TOBIN				(in loud, funny voice)			Where are your pubes???!!	Their voices echo off the tiled walls.  Now everyone is watching	the hairless William.  He is confused by their meanness.					GUY # 2			Yeah.  Where are your pubes?	All eyes are on him, waiting for a response.  The kid's mental	wheels turn frantically.  And from somewhere comes an attitude,	a swagger, and somehow the perfect line arrives from what could	only be a merciful deity.					WILLIAM				(cool, dismissive)			I had 'em.  I shaved 'em off.	It is a new persona for the kid -- the witty guy.  And it works.	Guy #2 cracks up, then others.  William's new accuser is	suddenly surrounded by the impressed gales of laughter of these	older boys.  Others turn away, on to other things.  Tobin stares	at William, and then also turns away.	10    INT. FAMILY CAR -- DAY						10	William jumps into the backseat of the white Ford Country Sedan	station wagon, carrying books.  ("See ya pubes!")  Mom continues	driving William and Anita home from school.					ELAINE				(cheerfully, by rote, to			William in back)			Put on your seatbelt.   I don't want			you flying through the windshield.	Anita examines her own un-fastened seatbelt, which Mom hasn't	noticed.					WILLIAM			We got our annuals today --					ELAINE				(cheerful, automatic)			"Received" your annual.					WILLIAM				(looking at his photo)			I look so much younger than everyone			else.					ELAINE			Enjoy it while you can.	Camera drifts from Mom to Anita, who can take it no longer.					ANITA			Mom.  It's time.					ELAINE				(pleasant, pointed)			Can this wait until we get home?					ANITA			Mom, pull over.  Tell him the truth.			Tell him how old he is.	Mom pulls over, and stares straight ahead with deep irritation.					ELAINE				(as in "be quiet")			He knows how old he is.					ANITA			The other kids make fun of him because			of How young he looks.  Nobody includes			him.	They call him "The Narc" behind his back...					WILLIAM			They do?					ELAINE			What's a "Narc?"					ANITA			(bleeding for her brother)			A Narcotics Officer!					ELAINE			Well what's wrong with that?					WILLIAM				(ever the peacemaker)			Come on you guys.  It's no big deal.			I'm 12.  It's okay. She skipped me a			grade, it's okay.  Big deal.   I'm a			year younger.  They're 13, I'm 12 --				(beat)			Aren't I?	Their silence is eloquent.					ELAINE				(confessing, in a rush)			I also put you in first grade when you			were five and never told you.					WILLIAM				(trembling)			So...  I'm... how old?	A heavy quiet.  She and his sister ignore him, as they now	debate the subject with each other.					ANITA			You lied to him!  You make such a big			deal about the truth and you lied!					ELAINE				(that one hurts)			He never asked.					ANITA			What -- like he's going to ask if he's			as old as he thinks he is?  Don't you			realize, this is going to scar him			forever?					ELAINE			Honey... sweetheart... don't be			Cleopatra.  We have to be his mother			and his Dad.					ANITA			You put too much pressure on him!					WILLIAM				(apprehensive)			How... old...					ANITA			And when he rebels in some strange and			odd way, don't blame me.					WILLIAM			... am I?					ELAINE				(matter of fact)			I skipped you an extra grade.  You're			eleven.					WILLIAM			(horrified, voice crackling)			ELEVEN?	He looks at his body, the information affects him physically.	New sounds come from way down deep inside.  Mom now begins	speed-rapping, trying to stem the leak.  She starts the car.					ELAINE			So you skipped fifth grade.  There's			too  much padding In the grades.  I			taught elementary school.  5th grade -			unnecessary.  Nothing happens in the			5th grade.  All Teachers know it, no			one talks about it.					WILLIAM				(still in shock)			E - leven.					ELAINE			And you skipped kindergarten because I			taught it to you when you were four.					WILLIAM			(still horrified, looking			 at his body)			This explains... so much...					ANITA			You've robbed him of an adolescence!					ELAINE			Adolescence is a marketing tool.					ANITA			He's got no "crowd"... no friends...					WILLIAM			Okay!	Anita reaches out to her brother.  With the compassion of a	saint, she offers this:					ANITA			Honey, I know you were expecting			puberty.  You're just going to have to			shine it on for a while.	Deeply embarrassed, William shrinks down in the seat.  Mom	monitors his face constantly.  She is raw and sincere... and	yes, inspiring:					ELAINE			Who needs a "crowd?"  You're unique.  You're			two years ahead of everybody.  Take those			extra years and do what you want.  Go to			Europe for a year!  Take a look around,			see what you like!  Follow your dream!			You'll still be the youngest lawyer in the			country.  Your own great grandfather			practiced law until he was 93.  Your dad			was so proud of you.  He knew you were a			pronominally accelerated child.					ANITA			What about me?					ELAINE				(heartbroken, can't help			herself)			You're rebellious and ungrateful of my			love.					ANITA			Well, somebody's gotta be normal around			here!					WILLIAM				(blinking, still can't			believe it)			Eleven.	11    INT. WILLIAM'S BEDROOM -- DAY					11	William finishes the last of many candy bars.  A mound of	wrappers sit just below the mirror.  He examines his face	hopefully for zits.  Nothing coming.  We begin to hear Simon	and Garfunkel's "America."	12    INT. LIVING ROOM - DAY						12	Anita stands in the living room.   The song continues playing	on the stereo.					ANITA			I want to play you a song that explains			why I'm leaving, and try to listen.					ELAINE			We can't talk?  We have to listen to			rock music?	13    EXT. FRONT LAWN -- DAY						13	William watches sadly.  Anita's good-looking boyfriend DARRYL,	a dead ringer for young Stephen Stills, loads her suitcases	into a large turqouise Chevy.  The suitcases are adorned with	plastic stick-on flowers.    All coolness is leaving William's	life.  Mom watches nearby, worried and helpless.   (Their house	is more austere, less "fun" than the other front lawns.)					WILLIAM			Take good care of her in San Francisco,			man.	Darryl gives the kid a sub-human look.  He's invisible, too	young to converse with.					ELAINE			How can she leave such a loving family?	Anita turns and heads towards them.  She focuses on William,	placing her hands on his young shoulders.  Her face is very	close to him now, as she delivers this sage prediction of the	future.					ANITA			One day you'll be cool.	He nods stoically, hopefully.  He is utterly lost.  She leans	forward and whispers in his ear.					ANITA (cont'd)			Look under your bed.  It'll set you			free.	Anita shakes hands with Mom, and exits.  As the car takes off:					ELAINE			She'll be back.	In the distance we hear the whoop of her daughter.					ANITA			YEAHHHHH-HOOOOOOOO.					ELAINE			Maybe not soon...	William watches wistfully.  He moves away from his mother.	She pulls him closer.  Shot moves in on his slightly fearful	face.	14    INT. DARRYL'S CAR - DAY						14	Anita looks back at the receding American Gothic-image of her	mother and brother.  Sister waves to brother.  She feels for	him.  Music now shifts to The Who's "Sparks."	15    INT. BEDROOOM -- NIGHT						15	William locks the door.  He reaches under his bed.  It's a	black leatherette travel bag, with tartan design.  He unzips	the bag -- it's filled with albums.  He flips through the	amazing, subversive cache of music.  Cream's Wheels of Fire...	the seminal Bob Dylan bootleg Great White Wonder... the Rolling	Stones' Get Yer Ya Ya's Out... The Beach Boys' Pet Sounds...	Abraxas by Santana... Jethro Tull's Stand Up... The Mother's of	Invention's We're Only In It For The Money...  Led Zeppelin...	Crosby, Stills and Nash... Miles Davis' Bitches Brew... and	The Who's Tommy... with a note taped to it.					ANITA (V.O.)			"Listen to Tommy with a candle burning			and you will see your entire future..."	The heady effect of all these albums registers, as we see him	lighting a candle.	TITLE:  1973	DETAIL SHOT OF NOTEBOOK	A blue school notebook, with ballpoint pen renderings of the	names of groups like the Who and Led Zeppelin, complete with	carefully drawn thunderbolts.  Also, the name LESTER BANGS.	16    INT. JOURNALISM CLASS -- DAY					16	William, now 15, sits in class with book, Adventures in	Journalism.  His hair is shoulder-length.  A dedicated teacher,	PATRICIA DEEGAN, walks the aisles.  Music continues.	17    EXT. FOOD MACHINES - DAY						17	William presses the food machine button, pulls an orange from	a vending container.  He still looks younger than most of the	students... and these days, especially the girls.	18    EXT. LUNCH COURT -- DAY						18	William sits apart from all the others, under a tree.  He reads	intently, happily, as he eats the orange.  It's a copy of Creem	Magazine.  Music continues.	CLOSE ON PHOTOS IN MAGAZINE	Camera moves across the photos, catching the expressions and	fashions of the rock heroes of the day.  Ian Anderson of Jethro	Tull, eyes wide and hair flying as he plays flute.  Neil Young,	enigmatic with perfectly patched Levis.  The Southern Rock Royalty	of The Allman Brothers Band, posing and laughing in front of	massive stacks of amps.  Marc Bolan of T. Rex, his ringlet-hair	backlit by stage lights.  David Bowie in skin-tight Japanese one-	piece attire, onstage with The Spiders From Mars.  Pete Townsend	of the Who, slashing windmill-style at his guitar.	Drift down to a by-line - by Lester Bangs.	19    EXT. PARKING LOT - DAY						19	William walks through the parking lot after school.  Everybody	now congregates around the new arrival of their lives - their	own cars.  Arms suddenly clap William on the back, friendly	faces smile strangely, laughing.  He takes a few steps and	looks up to see... a school official is hurriedly removing	something from the high-school marquee.	HIGH-SCHOOL MARQUEE	which reads: WILLIAM MILLER IS TOO YOUNG TO DRIVE (OR FUCK)	All are laughing.  He laughs with them, and turns as his face	goes slack.  He shrugs, marches on.	20    EXT. DOWNTOWN SAN DIEGO RADIO STATION -- DAY			20	The song we've been listening to is ripped off the turntable by	a highly-active man in a red promotional t-shirt proclaiming the	greatness of The Guess Who.  He is a ferocious, lumbering, music-	driven presence, and he fills this small radio studio to the	very brim.  This is LESTER BANGS, 25, the rarely-seen God of a	then new art-form -- Rock Journalism.  A Disc-jockey with long-	long hair watches helplessly.  William views all this through a	glass window.  He stands on the corner of a downtown side	street, halfway up a steep incline.  He is the only person on	the streets this early Saturday morning.  Reveal that he is	watching a live radio show, audible to us through the small	p.a. speaker overhead.					DISC-JOCKEY			Quite an honor to have the World's			Greatest Rock Critic... and editor of			Creem Magazine, back Home in San Diego			for a few days -- Lester Bangs.					LESTER BANGS			What is this hippie station?!  Where's			Iggy Pop?  Don't you have a copy of			Raw Power?!					DISC-JOCKEY			Lester, isn't it a little early for			this?	Bangs searches for the album -- vinyl flying everywhere now,	with no regard for album jackets.					BANGS			Found it!!	21    EXT. RADIO STATION -- DAY						21	William watches intently.  Bangs thuds the needle onto a copy	of Raw Power.   We're rewarded with a blast of Iggy and the	Stooges' "Search and Destroy."   A closer shot on William now	watching the whirlwind of anarchy inside.  Lester does an Iggy	Pop impression, acting out a story for the d.j. that we cannot	hear, never noticing the kid soaking in everything from the	other side of this double-glass window.	22    EXT. RADIO STATION -- DAY -- LATER				22	Bangs walks with William on this sharply inclined San Diego	street.  It's early, the streets are silent.  Bangs is about	fifteen beer pounds overweight.  His jeans are loose, his	paleness and messy moustache an emblem of the long days and	nights spent writing.  In there somewhere is a good-looking	guy.  His hands are thrust deeply into his pockets, and he	takes big sweeping steps.					BANGS			So you're the one who's been sending			me those articles from your school			newspaper -					WILLIAM			I've been doing some stuff for a local			underground paper, too.					BANGS			What are you like the star of your			school?					WILLIAM			They hate me.					BANGS			You'll meet them all again on their			long journey to the middle.	The kid nods, they walk.					BANGS (cont'd)			Well, your writing is damn good.  It's			just a shame you missed out on rock			and roll.					WILLIAM			I did?					BANGS			Oh yeah.  It's over.					WILLIAM			Over?					BANGS			Over.  You got here just in time for			the death rattle, the last gasp, the			last grope.					WILLIAM			Well.  At least I'm here for that.	Bangs looks at the much smaller kid, shaking his head.  It's	too late for newcomers.  But if the kid's age is an issue, he	doesn't mention it.  Like a machine-gun:					BANGS			What do you type on?					WILLIAM			Smith-Corona Galaxis Deluxe.					BANGS			You like the new Lou Reed?					WILLIAM				(automatic)			The early stuff.  The new stuff, he's			trying to be Bowie, he should be			himself.  I'm not a big Lou man.					BANGS			Yeah, but if Bowie's doing Lou, and			Lou's Doing Bowie, Lou's still doing			Lou.					WILLIAM				(standing his ground)			If you like Lou.					BANGS			Take drugs?					WILLIAM			No.					BANGS			Smart kid.  I used to do speed and			sometimes Nyquil and stay up all night			writing and writing, like 25 pages of			dribble about, you know, the Guess			Who, or Coltrane, just to write, you			know, with the music blasting...					WILLIAM			Me too.  The writing part...	For a moment, the serious demeanor dissolves and the oddest	thing happens.  Bangs laughs.  It's an odd and charming laugh,	the kind a tough guy keeps well-hidden.  It surprised the kid,	who smiles back.  Bangs stops at the corner, and offers a	pleasant but very final nod of the head.					BANGS			Well, alright.  It's been nice to meet			you.  I'll see you around.  Keep sending			me your stuff.					WILLIAM			Okay.  See you.					BANGS			I can't stand here all day talking to			my many fans.	WIDE SHOT - SOLITUDE	But neither have anywhere to go on this early downtown morning.	They stand for a beat, hands in pockets, on this deserted	street.  They are alone together, there's nobody else in sight.	23    INT. DINER -- DAY							23	William listens intently as Lester eat a sandwich.  His face	is an open book filling with words.					BANGS			-- so anyway, you're from San Diego			and that's good.  Because once you go			to L.A., you're gonna have friends			like crazy but they'll be fake friends,			they're gonna try to corrupt you.  The			publicists!  The bands!  You got an			honest face, they're gonna tell you			everything.  But you CANNOT make friends			with the rock stars.	The kid takes out a green collegiate notebook and gestures --	can I make a note?  Bangs nods.					BANGS (cont'd)			Cannot make friends with the rock stars.				(savage bite)			That's what's important.  If you're a rock			journalist, a true journalist -- first you			will never get paid much.  But you will			get free records from the record company.	The kid's eyes widen.  Bangs, in direct conflict with his brutal	writing style, is looking suspiciously like a compassionate	softie.					BANGS (cont'd)			And they'll buy you drinks, you'll meet			girls... they'll try to fly you places for			free.... offer you drugs...  I know.  It			sounds great.  But they are not your			friends.   These are people who want you			to write sanctimonious stories about the			genius of the rock stars and they will			ruin rock and roll and strangle everything			we love about it.	Privately, William thrills.  We.  Our.  It all sounds great to	him.  He listens to the grouping of the words, every one of	them.  He madly scribbles.					BANGS (cont'd)			They are trying to buy respectability			for a form that is gloriously and			righteously -	The kid leans forward as Lester finds the right word.					BANGS (cont'd)			- dumb!  And you're smart enough to			know that.  And the day it ceases to			be dumb is the day it ceases to be			real.  Right?  And then it will just			Become an Industry of Cool.					WILLIAM			... Industry... of... cool...					BANGS			And that's what they want!  And it's			happening right now.  I'm telling you,			you're coming along at a very dangerous			time for rock and roll.  The war is			over.  They won.  99% of what passes			for rock now... SILENCE is much more			compelling.  It's over.  I think you			should turn around and go back and			be... a lawyer or something... but I			can see from your face that you won't.			I can pay you thirty-five bucks.  Gimme			a thousand words on Black Sabbath.					WILLIAM				(attempting cool)			An assignment.					LESTER			Yeah.  And you should build your			reputation on being honest... and			unmerciful.					WILLIAM				(writing in notebook)			Honest... unmerciful...					BANGS			And if you get into a jam -- call me.			I stay up late.	Bangs reaches across the table, and William watches as he	scribbles his number on the back of the kid's green collegiate	notebook.  The notebook has just become valuable.  They sit	together, listening to the beautiful and compelling silence.	24    INT. FAMILY CAR -- NIGHT						24	Mom drives William to the San Diego Sports Arena.  She looks	out the window at the adrenalized concert-goers.  She feels	protective not just of her son, but an entire generation.	William goes over his questions for Black Sabbath.					ELAINE			Look at this.  An entire generation of			Cinderellas and there's no slipper			coming.	William looks out the window at the sign: TONIGHT - SOLD OUT -	BLACK SABBATH with special guest Stillwater.					WILLIAM			You can drop me off here.					ELAINE			Black.  Sabbath.  Just remember - you			wanted to be Atticus Finch in To Kill			a Mockingbird.	The kid doesn't answer.  He silently goes over his questions.					ELAINE (cont'd)			As long as I know this is just a hobby,			I'll go along with it.					WILLIAM			All I have to do is listen.  That's			what Lester Bangs said.					ELAINE				(dryly)			I'll be waiting right here at eleven			'o clock sharp.  If you get lost, use			the family whistle.	He unhooks his seatbelt, stuffs his questions into an orange	canvas shoulder-bag and exits.	Elaine watches her son disappearing into the stony rock-concert	crowd.  It's a windy night.  Everything about this image	troubles her.  She fights with herself, and then uses the family	whistle immediately.  He turns.					ELAINE (cont'd)				(sweetly, too loud)			Don't take drugs!!	Fifteen concert-goers turn around instinctively, at the sound	of a Mother, and then identify William as the object of her	concern.  All around him, we hear:					HAPPY CONCERT GOERS			Don't take drugs!!	He winces, nods and moves forward.  Music echoes from the open	windows of many other cars.	25    EXT. SAN DIEGO SPORTS ARENA BACKSTAGE RAMP -- NIGHT		 25	The kid tromps down the steep incline leading to a small steel	backstage arena door.  He rings the buzzer.  The door wheezes	open to reveal the keeper of the San Diego Sports Arena's	backstage list.  Famous to all those who attempt to enter,	this is SCOTTY.  He is a wiry, humorless man for whom	powerlessness is the theme of his life -- except for those few	hours he controls the list.  Scotty is only forty but everything	about him screams that he's an angry sixty.					WILLIAM			Hi.  I'm William Miller and I'm here			from Creem Magazine to interview the			band Black Sabbath.	Scotty, immediately suspicious, moves to a nearby podium and	snaps through three clipboard pages.  He moves back to the	door and grabs the handle.					SCOTTY			Not on the list.	He shuts the door with finality.  The kid stands silently for	a moment.  He looks over his shoulder, at two chattering	Groupies watching his dilemma from the top of the ramp.  They	look at him sympathetically, but he turns away.  William rings	the buzzer again, withdrawing a copy of Creem from his bag.	The door opens.					WILLIAM			Sir, I'm a journalist, and here's a			copy of the magazine.	The magazine hangs in mid-air.					SCOTTY			You're not on the list.   Go to the			top of the ramp with the girls!	Slam.  William stands there for a moment.  Unsure of what to	do next, he looks back to the top of the ramp.  Rejected by	him just moments earlier, the groupies now feign disinterest.	Bracing himself, William rings again.  The door opens slowly	this time.  Scotty stands peering at him.					WILLIAM				(in a rush)			What-happens-after-I-go-to-the-top-of-			the-ramp with-the-gi -	Slam.  Lock.	26    EXT. TOP OF SPORTS ARENA RAMP -- NIGHT				26	William inches into the realm of the girls at the top of the	ramp.  The wind whips.  It's just him, and two Groupies in	their evening best.  They now pretend to barely notice the	young journalist who has been banished to stand with them.	Chattering excitedly, with sophistication far beyond her 17	years, is ESTRELLA.  She sports long unruly black hair.  Her	partner hangs in the shadows, adjusting shoes.  Estrella turns	to the kid with great disinterest.					ESTRELLA			Who are you with?					WILLIAM				(embarrassed to be alive)			Me?  I'm with myself.					ESTRELLA			No, who are you with?  What band?					WILLIAM			I'm here to interview Black Sabbath.				(beat)			I'm a journalist.  I'm not a... you			know...	Estrella stares at him.  Moving into the parking lot light,	introducing herself, is a luminous girl in a green faux-fur	trimmed coat.  This is PENNY LANE.  There is an inviting warmth	and real interest in the way she asks:					PENNY LANE			... you're not a what?					WILLIAM				(enthralled)			Oh... I'm just... not a... you know.					PENNY LANE			Not a "what"?					WILLIAM				(charmed)			You know.  A "groupie."	The two girls are deeply insulted by the word.					ESTRELLA			Ohhh!					WILLIAM			Sorry, I -					PENNY LANE			We.  Are not.  "Groupies."	Estrella indicates Penny with great reverence.					ESTRELLA			This is Penny Lane, man.  Show some			respect.					WILLIAM			-- sorry.	Penny steps closer, focusing completely on the kid.  Behind	her, concert-goers throw a few woo-woos their way.  She seems	not to hear them.					PENNY LANE			"Groupies" sleep with rock stars because			they want to be near someone famous.			We are here because of the music.  We			are Band Aids.					ESTRELLA			She used to run a school for Band Aids.					PENNY LANE			We don't have intercourse with these			guys.  We support the music.  We inspire			the music.  We are here because of the			music.	William is nodding like a doll in a dashboard window.	Listening.					ESTRELLA			Marc Bolan broke her heart, man.  It's			famous.					PENNY LANE			It's a long story.  I'm retired now.			I'm just visiting friends.					ESTRELLA			She was the one who changed everything.			She said "no more sex, no more			exploiting our bodies and hearts... "					WILLIAM			Right.  Right.					ESTRELLA			"... just blow-jobs, and that's it."					WILLIAM			Okay.  Well, see, now I get the			difference.	Shot drifts off him and picks up, out of the darkness, another	breathless girl teetering on tall shoes.  She is in the vicinity	of 16.  Her black hair is cropped short and died red, just	like the cover of Bowie's Aladdin Sane.  She is POLEXIA, the	voluptuous one, from Riverside.					POLEXIA				(the usual greeting)			It's all happening.  It's all happening.					ESTRELLA			Polexia!!   Did you tell Sabbath we			were going to be here?					POLEXIA			I talked to Dick with Stillwater, I			talked with Sabbath.  They're all dying			to see us.   It's all happening.					PENNY LANE			This is our journalist friend.			Journalist Friend, meet Estrella Starr,			and Polexia Aphrodisia. And you are --					WILLIAM			William.	Silent beat.  His name lands like a thud.					POLEXIA			Here comes Sabbath!					ESTRELLA			Ozzy!!!  Tony!!!  It's us!!	A long black limo with darkened windows swishes past, beeps	twice.  The metal backstage gate rises and the limo rolls	inside.  And then silence again.  The girls do not discuss	being rebuffed.					ESTRELLA (cont'd)			I think I saw Sapphire in there.					POLEXIA				(can't hold it in any longer)			Okay.  I was with Ian Hunter all night			at Rodney's Last night.  Wanna see his			spoo?  I saved it in a baggie.	She opens her purse and shows the girls something inside.	William edges away.					ESTRELLA				(peering into purse)			I'm really happy he's doing so well.					PENNY				(regarding what's in purse)			Yeah.  I know he's such a talented			guy.  I mean, look at him.  Who deserves			it more?					POLEXIA				(looking in purse)			Nobody -- he's so sweet.					ESTRELLA				(with compassion)			Don't you just root for him, you know.			To go that little distance between			good and great?					PENNY			Wait.  That's not his.  I would know			his.	A very odd look on his face, William now cranes for a discreet	look.  What's in that purse?	BAM -- THE BACKSTAGE DOOR OPENS	Out steps SAPPHIRE, 19, a tall girl with taller platforms.  Heavy	eye-makeup.  Her accent is Texan, with odd traces of English.	In one hand is a half-drained bottle of champagne.  In the other,	a fistful of backstage passes.					SAPPHIRE			Does anybody remember laugh-tah?				(as they turn)			Come and GET 'EM!	The girls scream and happily head down the ramp to Sapphire.	Penny looks back and grabs William with a well-placed arm hooked	around his.  He joins the clacking sea of legs moving down the	ramp.  Sapphire slaps passes on the girls.  As Scotty (The	Keeper  of the Backstage List) watches, Penny now slips William	forward for a pass.					SCOTTY			Oh no.  Not this one --					SAPPHIRE				(off William)			Who brought Opie?	The kid looks over his shoulder.  Who's Opie?					PENNY			He's with us.					SCOTTY				(hand blocking William)			He wasn't with you.					SAPPHIRE				(to Scotty)			Are you going to turn this into a			Thing?					SCOTTY			All of you can wait outside!  Top of			the ramp!					WILLIAM			I don't want to cause a Thing.  I'll			wait.					PENNY				(privately, to William)			I'll go take care of this.	Sadly, they leave him behind.  The thundering arena sound of	the collecting crowd, the p.a. system blasting Yes'	"Roundabout"... purposeful roadies carrying guitar cases...	the glimpse of backstage rock and roll... everything he wants	to be a part of is on the other side of this door.  And then	it shuts.  He stands alone.	At the top of the ramp, a tour bus unloads.  It reads --	STILLWATER TOUR 73.  Moving loudly out of the bus is the opening	band.  This is Stillwater.  Four road-weary band members, and	their road manager.  Voices booming.	RUSSELL HAMMOND, 27, presses the buzzer with the nose of his	guitar-case.  It's obvious from moment one.  This is the star	of the band, the charismatic one.  He's tired.  They're late.	William recognizes him instantly, as the guitarist stretches.	The buzzer goes unanswered.  The kid is invisible to him, as	the others now arrive behind Russell.	Tour/band manager DICK ROSWELL, 27, follows, loudly banging on	the steel door.  He has the flaxen-haired look of a former	hippie, but he carries the emblem of a real pro -- the newest	silver Halliburton briefcase covered with backstage passes.	His direction is always - forward.					DICK			Let us in, we're Stillwater!  We're on			the show!!	William is surrounded by them now.  They stand together under the	single lightbulb, familiar faces, a live-action album cover.  JEFF	BEBE the singer, his shiny black hair hanging in sheets around his	head.  ED VALLENCOURT the quiet drummer, his long arms hanging	limply at his sides.  His is a face made for the background. LARRY	TURNER the compact bass-player.   Dick now kicks at the door with	his foot, as William produces a copy of Creem Magazine.					WILLIAM				(to Dick)			Hi, I'm a journalist.  I write for Creem			Magazine.	Once again, the magazine hangs there.  He can't give it away.					JEFF			The enemy!  A rock writer!					WILLIAM				(struggling forward)			I'd like to interview you or someone			from the band.					DICK				(busy, running behind)			I'm sorry but could you please fuck			off?	William blinks a little, takes it in stride.  Russell sizes	him up, moving in the background.					WILLIAM			Okay.  Okay.  I could do that.					JEFF			You guys never listened to our records.			You're all just frustrated musicians.			Do you know what your magazine SAID			about us?  What was it - "the singer's			incessant cater walling distracts From			an assault with no clear purpose."					LARRY				(in background)			That was Rolling Stone.					RUSSELL			Yeah.  Okay.  Fuck off anyway.  We			play for fans, not critics.	Stung, William shrugs.  It's been a terrible night, but at	least thrillingly so.					WILLIAM			Russell.  Jeff.  Ed.   Larry.				(can't help it)			I really love your band.   I think the			song "Fever Dog" is a big step forward			for you guys.  I think you guys			producing it yourselves, instead of			Glyn Johns, was the right thing to do.			And the guitar sound was incendiary.				(gestures with fist)			Way to go.	He turns and leaves, beginning his long trek back up the ramp.	Russell looks at the others.  That kind of love is hard to	give up.					RUSSELL				(good humored, yelling)			Well don't stop there.					JEFF			Yeah, come back here!!  Keep going!	They wave him back, as the backstage door opens again.  The	kid moves back down the ramp.   They herd him in with them,	through the door.  Scotty quickly spots the kid and squares	off.	Russell notes the kid's swirling emotional state, shoves him	forward.					SCOTTY			Not this one.					RUSSELL			He's with us.					SCOTTY			He's not with you.  He's not with them.			He's not on the list.  He's not coming			in.  And this is my arena.  And			furthermore -	Russel craves the confrontation and moves forward closer to	Scotty.					SCOTTY (cont'd)			- have a good time tonight.   Welcome			to San Diego.	27    INT. BACKSTAGE HALLWAY -- NIGHT					27	The band moves quickly down the hallway, with William moving	to keep up.  A young and grizzled red-haired roadie, RED DOG,	catches them on the way.  The band swarms around him.					RUSSELL			Red Dog!					RED DOG			We're playing here tomorrow night.					JEFF				(aside, to the kid)			This is Red Dog, the Allman Brothers			Band's number one roadie.	Russel clamps an arm around Red Dog's neck.					RUSSELL			How're the guys?					RED DOG			Havin a ball, man.  When we have a			party, we have an Allman Brothers Band			party.  Everybody boogies.  Everybody			gets off.  It's family, man.  We all got			These now.				(flashes new mushroom tattoo			on forearm)			We'll see you guys in Boston, right?				(specifically to Russell)			Dicky and Gregg send you their love.	Camera catches flash of envy on the face of Jeff Bebe, as	Stillwater sweeps forward into a small dressing room.	28    INT. DRESSING ROOM -- NIGHT					28	Dressing room activity swirls around him, as William simply	listens.  He holds a small microphone.  His stoic look gives away	little of the full body rush he's experiencing.  As the other	band members drift across frame, Russell Hammond, a true rock and	roll believer, speaks as he straps on his guitar and gets ready	for the show.  To the kid, every word is reckless gem.					RUSSELL			... and it's okay, because rock and			roll is a LIFESTYLE...  and a way of			thinking and it's not about money and			"popularity!"					JEFF			Some money would be nice.	Jeff sprays some shaving cream into his palm, and rubs it into	his scalp - poor man's mousse.					RUSSELL			- but it's a voice that says here I			am... and FUCK YOU if you can't			understand me.	Russell smooths the strings of his guitar with a small cloth	from his guitar case.  The kid notices all these close-up	details of rock.					RUSSELL (cont'd)			And one of those people is gonna save the			world and that means that ROCK AND ROLL			CAN SAVE THE WORLD -- all of us together.	The kid's eyes dance.  He checks to make sure he's getting the	recording.  He listens intently.					JEFF			And the chicks are great.					RUSSELL			But we didn't do it for that!  We are			here because we needed to fuckin be			here, not just 'cause we needed to			away from Troy, Michigan, WHICH WE			DID... but what it all comes down to			is that thing. The Indefinable Thing,			when people catch something from your			music, the thing you put into it.  I'm			talking about... what am I talking			about?					WILLIAM				(elegantly)			The buzz?					RUSSELL			THE BUZZ!   And the chicks, the			whatever, is an off-shoot of THE BUZZ.			And like -- you saying you liked "Fever			Dog?"   That is the fucking buzz, man.			All we get are these fucking old-ass			interviewers who don't understand,			don't LISTEN, don't appreciate why we			are here, which is the fuckin' BUZZ.	William nods, holds his microphone steady.  Russell tunes his	guitar, ripping through unamplified guitar licks as he speaks.	Jeff hustles to reclaim his own connection to the interviewer.					JEFF			The next album will be even better.			More texture.					RUSSELL			But... it's not what you put in, is			it?  It's what you leave out.  Listen			to... listen to Marvin Gaye...	Russell's face grows rapturous as he discusses this piece of	music.					RUSSELL (cont'd)			A song like "What's Going On."  That			single "woo" at the end of the second			verse - you know that woo - that single			"woo."					WILLIAM				(proudly)			I know that, "woo."					RUSSELL				(he does it)			That's what you remember.  The silly			things, the little things... there's			only one, and it makes the song.  It's			what you leave out.  That's rock and			roll.	William nods, says nothing, keeps the microphone pointed.	Activity surrounds him.					JEFF				(impressed)			We used to talk more about this stuff.					RUSSELL			Okay.  See, this is maybe the most			honest we've ever been in an interview			because you know our music.  You're			the first press guy we've made friends			with.  We don't normally talk like			this to them.  And you're supposed to			be The Enemy!  What are you - 18?					WILLIAM			Yeah.					RUSSELL			There you go.  Still young enough to			be honest.					DICK				(walkie talkie crackling)			Ten minutes 'till showtime, anyone who			isn't in the band -- out!	Russell takes a last swig of beer.  A roadie whisks his guitar	away.					DICK (cont'd)			All this luggage is going to L.A.!	William is swept out in the chaos of the pre-show ritual,	past the pile of luggage by the door.  It's a colorful heap of	suitcases, featuring colorful laminated band tags, each with a	number.	29    INT. BACKSTAGE STEPS -- NIGHT -- MINUTES LATER			29	William sits on the backstage steps, writing feverishly in his	notebook.  Behind him, two steps higher, Penny Lane scoots	into place.					PENNY LANE			I found you a pass.					WILLIAM				(amped, distracted)			Thanks.  I got in with Stillwater.				(as he writes)			The guitarist, Russel Hammond, he			just thoroughly opened up.  He is by			far the best and most honest interview			I've ever done.				(she nods)			I've only done two, but you know.			He's number one.					PENNY LANE			You're learning.  They're much more			fun on the way up.	William nods, still scribbling.  She eases down into place on	the step next to him.  Her proximity cause him to look at	her, his eyebrows rising.  She smooths them down with two single	fingers.					PENNY LANE (cont'd)			How old are you?					WILLIAM			Eighteen.					PENNY LANE			Me too.				(beat)			How old are we really?					WILLIAM			Seventeen.					PENNY LANE			Me too.					WILLIAM			Actually I'm 16.					PENNY LANE			Me too.  Isn't it funny?  The truth			just sounds Different.					WILLIAM				(confesses)			I'm 15.					PENNY LANE			You want to know how old I really am?					WILLIAM				(immediately)			No.	She looks upstairs, soaking in the sound of another band tuning	up.  Music is her religion.					WILLIAM (cont'd)			How did you get started in all this?					PENNY LANE			It's a long story.					WILLIAM				(quick study)			Right.  Right.					PENNY LANE			We live in the same city.  We should			be friends.	She takes his backstage pass form his shirt and puts it on his	thigh - the cooler location.  Nearby, the dressing room door	opens, and the Stillwater exits.   Excitement level rises as	they mass in the hallway with instruments.  We hear the amped	voice of Russell growing nearer.					RUSSELL			The Enemy!	He approaches, as William stands.  Penny watches, hanging out	of Russell's eyesight.	Standing in the supercharged hallway, the kid is anxious to	introduce his new friends.					WILLIAM			Russell, this is Penny Lane.					PENNY LANE				(stepping into view)			Pleasure.					RUSSELL			Penny Lane?  Like the song, right?					PENNY LANE			Have we met?	THEY SHAKE	And do not let go, for too long.  There is history in their	shake.  Their eyes tell all.  Shot takes us to William, who	puts two and two together.  It isn't hard.  They clearly know	each other. Well.					WILLIAM			Well, I guess you've... you've met.					DICK			Penny Lane!  God's gift to rock and			roll!!  You're back!				(privately)			Marc Bolan.  Please.	Other band members pass, adjusting clothes for show time,	waiting in the hallway... and now singing the Beatles song	"Penny Lane."					RUSSELL			Come on, let's go.				(noting kid's shyness)			Both of you.	30    INT. BACKSTAGE -- NIGHT						30	House lights go down.  Cheers rise.  Dick's flashlight dances	on the ground just in front of them, guiding their way in the	dark to the stage steps.					RUSSELL			- get in the huddle.	Russell pulls William into the band's huddle.	SHOT LOOKING UP AT THEM	Their band ritual, psyching together, arms on each other's	shoulders in a circle.  They sing a dew lines of the classic	"Train Kept A-Rollin'" (or "Go See Cal" from the Cal Worthington	ad) They all touch feet, and then break, heading for the stage.	Russell directs Penny to his side of the stage.  The kid follows.	Plugging in, still in darkness, Russell hits a practice chord --	thwack.  He steps on effects pedal.  Applause.  (Adlib onstage	private patter, between members, goading each other -- the stuff	no audience ever hears)  Twenty feet away, Dick prepares to	address the crowd from the darkened stage.  It is his favorite	moment of the evening, the highlight of his job.					DICK			From Troy, Michigan.  Please welcome --				(importantly)			Stillwater.	Light hits the stage, and the band launches into their opening	song, "If You Say Nothing."  Audience response is strong.	Shot lingers on the face of William as he soaks in the most	undeniably exciting moment of any concert, the first thirty	seconds.	Jeff the singer grabs the microphone and launches into some	vocal pyrotechnics.  Russell looks over to Penny and William,	at stage right, grinning, pretending to trip on his cord, an	elegant show-off move of a musician who is now where he	belongs... before seriously stepping forward for the first	guitar lead of the night.  The kid looks over to see Penny	watching Russell.	31    EXT. BACKSTAGE -- NIGHT -- LATER					31	Cases are shut and rolled toward the trucks.  Stillwater heads	for their bus.  Jeff the singer says goodbye to Estrella Starr,	like a sailor leaving port.   Russell lingers behind, saying	goodbye to William, loading his own equipment.  Black Sabbath	passes with entourage, heading to the stage.					RUSSELL				(privately)			So.  You want to come up to L.A., we'll			be at the "Riot House" all week.					WILLIAM			"The Riot House?"					RUSSELL			The Continental Hyatt House!  It's on			Sunset Strip.					WILLIAM				(attempting cool)			Right.  Right.	All the while, just over the kid's shoulder, Russell scans the	backstage crowd of hangers-on.  Looking perhaps for Penny Lane.					DICK			Let's blow this burg!					RUSSELL				(exiting)			Well tell your friend Miss Penny Lane			to Call Me.  Tell her "It ain't			California without her.  We want her			around like last summer."   Say it			like that.					WILLIAM			Got it.					RUSSELL				(returns, whispers)			Oh, I'm under the name - Harry Houdini.					JEFF				(exiting, to William)			The Enemy!!  Yeah!!    Come to L.A.,			we'll take some more.	Russell joins Jeff, exiting and laughing.  A good show is still	in the air.					WILLIAM			Later Jeff!  See you, Dick.  Larry.			Ed.				(and now the roadies)			Mick, Gregg, Red Dog, Scully, Frosty,			Estrella, The Wheel!			ROADIES			   DICK	  Laterrrr!			 We'll see you down the						line.	William is deliriously happy, hands upraised.  He turns to see	Penny.					WILLIAM			PENNY!					PENNY				(calming him)			Hey.  Hey.  Be cool.					WILLIAM			You just missed Russell!  He says he's			at the "Riot House" all week and to call			him.  He's under the name Harry Houdini.			Do you know about the "Riot House?"					PENNY LANE			I think I've heard of it.					WILLIAM			He had a message for you!  He said,			"It's not California without you.  We			want you around like last summer."				(consults notebook)			Actually he said "ain't."  "It ain't			California - "					PENNY LANE			I get the gist.					WILLIAM			How well do you guys know each other?	She smiles privately.					WILLIAM (cont'd)			I got it.  No problem.  Long story.			Alright!  I gotta go.	Elsewhere in the arena, Black Sabbath is performing "Sweet	Leaf."  The kid could care less.  He has bonded with Stillwater.	He heads for the door.  Penny walks with him.  He's loving it.	They pass a still-scowling Scotty, flashing passes, as they	exit out into the ramp area.	32    EXT. SPORTS ARENA -- NIGHT					32	Penny takes out an eyeliner pencil, writes her number on the	back of his green notebook.					PENNY LANE			Call me if you need a rescue.  We live			in the same city.					WILLIAM			I think I live in a different world.	They stand in the night air.  The parking lot is largely silent	now, save for the thudding bass sounds of Black Sabbath.  In	the distance, we hear Elaine's insistent whistle.					PENNY			Speaking of the world.  I've made a			decision.				(a very serious secret)			I'm going to live in Morocco for one			year. I need a new crowd.	He nods.  He is a rapt audience for this flashy girl.					PENNY (cont'd)			Do you want to come?					WILLIAM			Yes.	In the distance, we hear the family whistle growing louder.					PENNY			It's a plan.  You've got to call me.					WILLIAM			Okay.					PENNY			It's all happening.					WILLIAM			It's all happening.	He nods cooly.  He waits until she turns, and the sprints	through the parking lot, to the distant family whistle.								 FADE OUT:	FADE IN:	33    ON TAPE RECORDER							33	William's fingers work the clunky keys, pressing rewind.  We	hear a snippet of the intense and lively Stillwater interview,	full of overlapping and barely discernible voices.	Meticulously, he untangles the voices, especially Russell's,	as he transcribes.	INT. WILLIAM'S BEDROOM - DAY	The work of a journalist, as William sits at his Smith-Corona	Galaxis.  There is a knock at the window, and William scoots	back in his chair to see a familiar face.  It is Darryl, his	sister's old boyfriend.  William opens the window.					WILLIAM			Hey Darryl.					DARRYL			Hey.	Darryl climbs in the window, looks around the room that was	once the site of his previous glory.					DARRYL (cont'd)			So she's a stewardess now.					WILLIAM			Yeah.  She and Mom are still sorta...			I'd say "not speaking," but I don't			know if they ever did.					DARRYL			Your sister.  A stewardess.				(nods to himself)			The things your sister and I did inside			these four walls...					WILLIAM			That's okay.  I don't want to know.			It's my room now.					DARRYL			We flew the friendly skies -					WILLIAM			Okay -					DARRYL			I don't want to put you in the middle			of anything.  We don't have to talk			about it.					WILLIAM			No.					DARRYL			You seem cooler.					WILLIAM			Yeah.  I'm thinking about going to			Morocco.					DARRYL			Lemme know if you need a little help			with your Mom.					WILLIAM			A little might not be enough.					DARRYL			She still freaks me out.					WILLIAM				(nods, an old issue)			Yeah -					DARRYL			She's famous.					WILLIAM			Listen -					DARRYL			Go ahead and do what you were doing.			I just wanna hang in here for a moment.					WILLIAM			Cool.  Alright.	William nods and continues his work, self-consciously, as Darryl	sits on his bed and soaks in the memories of the room.  A long	moment passes.  Darryl pats his thighs, and rises.					DARRYL			Okay, man.					WILLIAM			Okay, man.	34    INT. LIVING ROOM -- EVENING					34	William slips on corduroy jacket, over a tie-dyed shirt.  Well,	it's definitely a look.  Mom appears more nervous than her	son.					ELAINE			I worry about the drunk drivers.					WILLIAM			Mom.  I'm 15.				(beat, vague panic)			Right?					ELAINE			Yes, you're 15. "And here's that money			I owed you."	She reaches in a small box near the door, gives him twenty	bucks.  It's their routine.					ELAINE (cont'd)			Your dad's favorite joke.  I don't do			it as well.					WILLIAM			I thought it was pretty good.					ELAINE			Keep the small bills on the outside.			And call me if anyone gets drunk.					WILLIAM			I will call you if anyone			anywhere gets drunk.					ELAINE			Good.					WILLIAM				(anticipating her, like a			parent)			And don't take drugs.					ELAINE				(stoic)			Ha ha.  Very funny.  See -- sense of			humor.  Have fun at the dance.  I'm			glad you're making friends.	They move to the door, and he steadies her, as if to remind	her she's not going.  He opens the door.  She's a wreck, and	she knows it.					WILLIAM			Mom?					ELAINE			Yeah -					WILLIAM				(loving but firm, as if to			a dog.)			Stay.					ELAINE			Oh... okay.					WILLIAM			I-love-you-bye.	He opens the door.  Neil Young.  "Sugar Mountain."  Watching	him leave is always a killer.  She's not getting any better at	it either.  She folds her arms tightly across her chest.	35    EXT. WILLIAM'S HOUSE -- NIGHT					35	Penny waist by her car, down the hill, sporting a different	more elegant look.  She cups her hands and yells up to him.	He hikes down the hill, squishing down the water plants, almost	falling, the first time we've seen him happy in his own skin.	36    EXT. SUNSET BOULEVARD -- LATER NIGHT				36	Miss Penny Lane's yellow Vega makes the big swing onto Sunset	Boulevard.  She sings along to the obscure words of Led	Zeppelin's "Dancing Days."  William takes it all in from the	passenger seat.  Huge billboards advertise not cigarettes or	beer, but albums.  It's a wondrous piece of geography for any	rock fan.  Shot moves in as William, watches, takes it all in.	He moves his head outside the window to see fully.  Her	windshield is cracked along the side.					PENNY LANE			The Continental Hyatt House.  Also known			as The Riot House.				(does tour guide voice)			Every band stays here, all the ones			that matter.  The Who.  Zeppelin.			Alice.  Bowie.  English bands.  American			bands.  We all know each other.  Twenty-			four hour room service.  Like us, they			were outsiders.  They were so outside,			they're inside, and insiders never			even knew it, because they're outsiders			and they are inside a place outsiders			will never be.  And why are we even			talking about it?  If you're really an			insider, you're never gonna say it.			You know what I mean?					WILLIAM				(beat, working it out)			Yeah.  Yes.	She makes a swift turn into a secret parking spot near the	hotel.					PENNY			And we're not gonna hang out with			Russell.  You can, but not me.					WILLIAM			What is it with you and Russell?	37    EXT. SUNSET BOULEVARD -- NIGHT					37	Neil Young and Crazy Horse's "Cinnamon Girl" ricochets across	the Strip.  It's blasting from cars tuned into KMET.  Penny	now wears her green faux-fur trimmed coat.  She grabs William's	hand, steadying her hat at the same time.  They dart across	the busy street.  She stumbles a little on her platforms.  He	steadies his taller date.  They are a good team as they pass	one of several humming tour busses parked out front.	38    INT. HYATT HOUSE LOBBY -- NIGHT					38	Penny blasts into the Continental Hyatt House, William on her	arm.  The lobby of this bastion of seventies rock is more alive	than most clubs.  It's a swirling mass of Roadies carrying	Halliburton briefcases plastered with tour stickers, mingling	Rockers, and more than a few Groupies with lower-ambitions and	taller-platforms than Penny Lane.  The feeling is communal,	illicit, intoxicating.  The secret community of rock.  Penny	attracts a hailstorm of friends and comrades.					PENNY LANE			It's all happening.				(grabbing him like a shield)			And I'm about to use you as protection.					ROADIE # 1			Penny Lane!!					PENNY LANE				(aside)			These guys are with Alice Cooper.  I'm			going to pretend I don't know them.					ENGLISH ROADIE # 2			Penny!!  Does Alice know you're here?					PENNY LANE			I'm just showing my very dear, very			wonderful friend around.  He's a very			important writer - he knows Lester			Bangs.				(English accent)			I'm responsible for his moral conduct			while he's abroad.					ROADIE # 3				(arriving, mock drama)			Penny Lane!!   God's gift to rock and			roll!!					PENNY LANE			I'm retired.				(uses English accent)			And don't argue with me!					ROADIE # 3			Again?					PENNY LANE				(moving, English accent)			Have we met?	Effortlessly touching an arm here and there, charming all -	she had four men suddenly circling her.					PENNY LANE (cont'd)			I've made a decision.  I'm going to go			traveling in India.  Then I'm going to			learn how to play the violin.  Then			I'm going to go to college for one			year.	William looks at her, perplexed and a little hurt.  What about	Morocco?					ROADIE # 2				(exiting, not buying it)			There's nothing they could teach you			in college, darling.				(whispers)			Call Alice.  He's under the name Bob			Hope.					ROADIE # 1			I heard you were with Russell from			Stillwater.					PENNY			Please.  I throw the little ones back.	Lusty laughs circle William.  Overlapping this dialogue is the	appearance of our friend Polexia.					POLEXIA				(in tears, in pieces,			emotional)			Ian Hunter is a fucking asshole!					WILLIAM			Polexia!					POLEXIA			Opie!!!	She hugs him like a long-lost friend, knocking the air out of	him.  And now overlapping this action, appears Superfan RIC	NUNEZ, 14.  His eyes are forever moist, but he's oddly formal	and never feels worthy of the rockers he idolizes.  Tonight he	wears a custom homemade t-shirt with iron-on block letters.	It features the four Led Zeppelin symbols and the words: "TO	BE A ROCK AND NOT TO ROLL."  A felt-tip pen is still in his	quivering hand.  Nunez walks with them, backpedaling as he says:					RIC			It's all happening.   I just saw them			on the seventh floor!  Mr. Jimmy Page...			Mr. John Paul Jones...				(displays squiggle on shirt)			Mr. Robert Plant signed my shirt in			the elevator!!  Five minutes ago, he			touched this pen.  Please don't smear			it.  And Bonzo's gotta new motorcycle			in the hotel!					PENNY			Ric is a Zeppelin fan.					WILLIAM			Yeah, I picked that up.					PENNY			He tours with them, but not "with"			them.					RIC			They're on the 12th floor, but there's			guards there!  So you gotta go to the			tenth floor and go up the back steps.					PENNY LANE			This is my very dear, very close, very			wonderful friend William Miller, he is			very close with Lester Bangs.					RIC			It's all happening!!  See you in			Cleveland!	Ric rushes back to the elevators.					PENNY LANE			I'm retired!  Doesn't anybody believe			me!?	39    INT. HYATT HOUSE LOBBY PHONE -- NIGHT -- MINUTES LATER		39	Penny nearby as William picks up the house phone.  He shouts	over the din.					WILLIAM			Harry Houdini, please.	As he waits, he discreetly pockets the matches, hotel pad and	pencil next to the housephone.	40    INT. HALLWAY/RUSSELL'S HOTEL ROOM -- NIGHT			40	William, Polexia and an ambivalent Penny walk the hallway,	looking for the room.  William looks in the passing open doors,	each one a different window into another world.					PENNY LANE			Okay.  Time to put on the lampshade.	Up ahead, the door to their smallish hotel room is open.	Inside, a band party in full swing.  A clunky early-model boom	box segues from James Brown's "Make It Funky" to Led Zeppelin's	"Gallows Pole."   Russell Hammond is the center of this party,	jabbing out the chords, playing along on guitar.  Much singing	echoes all around.  It's a hotel-room Hootenanny, and all	members of the band are present.  Penny Lane takes a breath	and enters, with arms extended and pointing in opposite	directions.  She does a flawless stewardess imitation, with	proper hand gestures, to a loud party ovation.					PENNY LANE (cont'd)			"Ladies and Gentlemen.  Please			extinguish all smoking materials and			notice that the captain has turned on			The No Smoking sign.  Your seat and			tray tables should be locked in their			full and upright positions."					RUSSELL/OTHERS			PENNY!!  PENNY LANE!!	She is instantly and overwhelmingly, the life of this party.	Russell joins William.					RUSSELL				(impressed to see him)			Alright.					WILLIAM				(happy to be there)			Alright.	Russell places a beer in William's hands, and exits.					PENNY LANE				(continuing)			"In the unlikely event of a water			landing, the seat below you will serve			as a -"				(give up)			Oh, the hell with it.	They all applaud her, laughing.  William watches her with	wonder, as she turns his way and winks.  Jeff approaches the	alluring Polexia, and goes to get her a beer.  Meanwhile,	Polexia sidles up to William.  She sees him watching Penny at	the other side of the room.					POLEXIA				(privately)			Act One, in which she pretends she			doesn't care about him.	POV shot travels to Russell, strumming the guitar that is always	a part of his body.  Russell is watching Penny Lane	surreptitiously.					POLEXIA (cont'd)			Act Two, in which he pretends he doesn't			care... and goes right for her.	Russell moves towards Penny.					POLEXIA (cont'd)			Act Three, in which it all plays out			the way she planned it.  She'll eat			him alive.					WILLIAM				(worried)			We've got to stop them.					POLEXIA			Stop them?  You were her excuse for			coming here.	ON PENNY					PENNY			I need ice!	Penny disappears out the door, across the hallway.  Russell	follows a moment later.  The kid's eyebrows rise.  Polexia	regards the kid with affection, adjusting his collar and peeling	a hair off his jacket.					POLEXIA			I just worry about people using her.			You know?  'Cause she brings out the			good side in everybody else, but what			do they do for her?  Life kills me.			Do you have any pot?					WILLIAM			Not on me.					POLEXIA			Do you smoke?					WILLIAM			No.				(attempting to fit in)			But I... I grow it.  I grow it.	Polexia looks at the kid, laughing at his poor job of lying.					POLEXIA			You're funny.  You know, if you were			only taller, English, rich, a guitar-			player and older...					WILLIAM			I'd be someone else.					POLEXIA			Yeah.  Good point.	Jeff appears with her beer, and she whispers in the kid's ear	before she exits with Jeff Bebe.					POLEXIA (cont'd)			Bless me father for I may sin tonight.	The kid watches, as the boom box plays an obscure favorite of	Russell's, Eddie Giles' "Losin' Boy."  There is the sound of a	motorcycle somewhere down the hallway.	41    INT. ICE ROOM -- NIGHT						41	The ice machine makes new cubes with a grinding noise.  Penny	puts ice in her glass.  Behind her, Russell moves into frame,	hands delicately riding the sides of her body.  A motorcycle	roars by, just outside the door, as Penny moves away from	Russell's exploring hands.					PENNY				(with real indignation)			How does it end?					RUSSELL			What?					PENNY			You know - the story about the girl			who dumps the guy who has an ex-ex			wife -- the one we don't talk about --			and gets a hundred... okay, five letters			from him, and then doesn't even leave			a pass in San Diego.  Wake up!  I'm			retired and I never believed you anyway.			You're too talented and too good-looking			to be trusted and everybody knows it.					RUSSELL				(smiling, loves it)			You're retired like Frank Sinatra is			retired.	She makes a scoffing noise.  He moves to the ice machine, with	a glass of his own.					RUSSELL (cont'd)			Miss Penny Lane.  Let me tell you what			rock and Roll will miss the day you			truly retire.	He tosses cubes in his glass, one by one.  After the first cube:					RUSSELL (cont'd)			The way you turn a hotel room into a			home.				(cube)			The way you pick up strays wherever			you go.  Like Pied Piper.				(cube)			The way you know the words to every			song.  Every song.  Especially the bad			ones.  Mostly the bad ones.				(cube)			That green coat in the middle of summer.				(cube)			The real name you won't reveal.				(cube)			And.  I'd keep going, but my glass if			full.					PENNY				(quietly)			Damn.	He kisses her powerfully, hands at his sides.  She fights to	keep her hands off him.  Bonham's motorcycle rips by, just	outside the door.					RUSSELL			Come to Arizona.					PENNY			Never.					RUSSELL			We leave Thursday morning.  9 AM.  And			pack light this time.  Jesus.	They kiss.  The motorcycle speeds by again, just outside.	42    INT. HALLWAY -- NIGHT						42	The hallways are crowded, as William looks at the closed door	of the ice room.  He leans against the wall, alone now.  Trying	to look like he belongs.  Behind him, most of the band has	disappeared into other rooms, leaving only hangers-on in their	places.	43    INT. ROLLING STONE MAGAZINE -- DAY				43	Music.  We pan across cubicles bustling with laid-back fervor.	These are the San Francisco-based main offices of Rolling Stone	Magazine.  We have arrived for the waning days that this	magazine could still be called, with a straight-face, an	"underground" publication.  Their mounting success crowds the	edges of every frame.  Camera catches the Annie Leibowitz	portraits that hang on the walls -- Lennon, Jagger, Rod Stewart,	James Taylor.	We find editor BEN FONG-TORRES, 29,  in his cramped cubicle.	Sitting nearby is curly-haired and mustachioed Star Staff	writer, DAVID FELTON, 32, who smokes his cigarettes with a long	holder.  Felton reads one of William's articles, chuckling.					BEN FONG-TORRES			William Miller?								 INTERCUT:	INT. WILLIAM'S BEDROOM -- DAY	William is on the phone in his own small room.					WILLIAM			This is he.					BEN			Crazy.  William, this is Ben Fong-			Torres.  I'm the music editor at Rolling			Stone Magazine.  We've got a copy of			your stories from the San Diego Door.			This is the same William Miller?	William instantly, nervously alters his voice to sound older.					WILLIAM			Yes it is.					BEN				(rifling through tearsheets)			Voice of God, howling dogs, the spirit			of rock And roll... this is good solid			stuff.					WILLIAM				(immediately, suddenly			deeper)			Thanks... thanks.					BEN			You should be writing for us.  Any			ideas?					WILLIAM				(voice now to deep)			How about Stillwater?					BEN			Crazy.  New album... their third...			starting to do something.	Ben shuffles through papers, looking for a tour itinerary on	his promotional-material laden-desk, automatically plotting	the piece aloud.					BEN (cont'd)				(pleasant, terse)			Stillwater.  Hard-working band makes			good.  Get 'em to respond to the critics			who dismissed the first two albums as			workmanlike. Guitarist is the clear star			of the band.  Crazy.  Let's do three-			thousand words.  You'll catch up to them			on the road.  We'll set up billing --			don't let the band pay for anything.					WILLIAM				(affecting casualness)			Sounds good.					BEN			We can only pay -- lemme see, three-			thousand words -- seven hundred dollars.	The kid's eyes widen.					BEN (cont'd)			Alright, a grand.   What's your			background?  You a journalism major?					WILLIAM				(deeply)			Yes.					BEN			What college --	INT. ELAINE'S HOUSE -- CONTINUOUS	Elaine now gets on the extension.					ELAINE			Honey, I need you to do that thing			that fixes the garbage disposal --	She hangs up.	INT. WILLIAM'S BEDROOM -- CONTINUOUS	The kid is paralyzed.					BEN			Well, I know how my lady gets when I			don't Snap to it -					WILLIAM			Crazy.					BEN			Crazy!  I'll let you go.  Call me at			the San Francisco office tomorrow.	44    INT. LESTER BANGS HOME -- LATE NIGHT				44	The great Lester Bangs stands in the promotional album-clogged	bedroom of his Birmingham, Michigan, home/office at Creem	Magazine.  There is nothing in frame that does not deal with	music.  In the background, a scratchy and chaotic Coltrane	record.					LESTER BANGS			Beware Rolling Stone Magazine.  They			will change your story, they'll re-			write it and turn it into swill.			Beware!!					WILLIAM			But besides that, what would be wrong			with it?					LESTER BANGS				(laughs, entertained)			You have starry eyes, my friend.				(beat)			Look.  Do the story.  It's a good break			for ya.  But remember this --	The kid listens intently, and makes notes.					LESTER BANGS (cont'd)			... don't do it to make friends with			people who are trying to use you to			further the big business desire to			glorify worthless rock stars like			Stillwater.  And don't let those swill			merchants re-write you.					WILLIAM				(still copying)			... swill merchants...					LESTER BANGS			Now.  What are you listening to?	45    EXT. TEACHER'S LOUNGE -- DAY					45	William knocks on the teacher's lounge door.  A Teacher answers,	protective of their sanctuary.					WILLIAM				(urgently)			I need to talk to Mrs. Deegan, from			Journalism.	Mrs. Deegan appears in the doorway.	46    EXT. WILLIAM'S HOME -- LATE AFTERNOON				46	The sun is still shining.  It's late afternoon, as Elaine Miller	exits her car and arrives home.  She sees a few extra cars in	the driveway, is immediately suspicious.	47    INT. LIVING ROOM -- LATE AFTERNOON				47	Elaine arrives to find William, Mrs. Deegan and Darryl awaiting	her in the living room.  It's a 1973-style intervention.  They	wear sunny, compassionate smiles.					ELAINE			Whatever it is, the answer is no.					MRS. DEEGAN			Elaine, we need to talk to you.			Nothing is wrong.  I am a teacher.			You're a teacher.  We speak the same			language.	Mom sits down.  She is fully engaged and worried, her natural	state.					MRS. DEEGAN (cont'd)			Now I'm not a jump-up-and-down person,			but something wondrous has happened to			William.  And you have every reason to			be happy...				(knows her)			... and calm.	Carefully gauging Elaine's face, the teacher continues.					MRS. DEEGAN (cont'd)			William has been gifted with a shining			opportunity in the world of journalism.			Through a love of music, and at an			oddly-young age, he has received a major			assignment from a national publication			called Rolling Stone Magazine.	Mrs. Deegan produces a copy, and places it on Elaine's lap.	It sits there like the plague.					MRS. DEEGAN (cont'd)			Now you are rather famously not a fan			of rock music, but such are the ironies			of life, that happens to be the very			topic of William's assignment -				(cheerfully)			- rock music.  A band.					ELAINE				(warily, to Darryl)			Honey, what are you doing here?					DARRYL			Moral support.	Mom looks evenly at her son, seated opposite her in this small	living room.					ELAINE			What's involved?					MRS. DEEGAN			Well.  It's a great opportunity.  He'll			be well-paid, and published nationally --				(quickly)			-- and he'll go on tour with a rock			band for four days.  No small planes...			he travels on a bus.					ELAINE			Is it time for me to say something?					MRS. DEEGAN			Sure.					ELAINE			No.					MRS. DEEGAN			And in anticipation of that response -					ELAINE			No.					MRS. DEEGAN			-- William has prepared --					ELAINE				(rueful)			"Lo, that which I have feared has come			upon me."					WILLIAM				(lightening fast)			"He who jealously guards his fears,			quietly yearns to bring them about!"	Mrs. Deegan admires their high-strung intellectual parrying,	makes an impressed noise.					ELAINE				(with compassion)			No.  I have raised him to be an honor			student, which he is.  We have agreed			on all our goals.  We raised him to be			a lawyer, we moved here to be near the			finest law school in the West.  Plus,			he has finals coming up, and in one			week he graduates with all his friends			-					DARRYL			He's got no friends!!					WILLIAM			Darryl.  Please.	Nearby, having anticipated all of the above, William nods to	Mrs. Deegan, and stands.					MRS. DEEGAN			Elaine, may I present to you... your			own son.	William takes a lawyerly stroll, turns to face his mom.					WILLIAM			Lady of the Jury.				(beat)			I wish to disprove the prevailing false			belief that rock music is based on drugs			and sex.  True, perhaps at one time...			but rock music is different now.  It is			now performed by hard-working			intellectuals, with... with blazing			intellectual pursuits, and I am going to			play for you a piece of music designed			to show you that my thesis is correct.					ELAINE			This is going to be hell.	Across the room, Darryl takes his position near the stereo.					WILLIAM			The song is based on the literature of			Tolkien...  and it's mystical attempt			to elevate humanity has been successful			throughout the world...  this song			will change your life.	Mom stifles a cough.  William nods to Darryl, who reverentially	drops the needle with a thud.  Mom is trapped, as we listen to	silent static... and then... the opening notes of Led Zeppelin's	"Stairway to Heaven."  William gives his Mother the album	cover's inner-sleeve with lyrics.					WILLIAM (cont'd)			We ask you only to listen.	Camera passes across their serious and expectant faces.  The	intro in not short.  We listen, just watching their faces, as	Elaine becomes increasingly impatient.			ELAINE				WILLIAM	  When is it going to start -   Soon.	Immediately, overlapping, the vocal begins.  ("There's a lady	who's sure all that glitters is gold.")								 DISSOLVE TO:	48    SUN MOVING SLOWLY ACROSS THE SKY					48	Sprinklers click across the lawns.  ("... and it makes me	wonder... ")	49    INT. LIVING ROOM -- AFTERNOON					49	Mom adjust herself in the chair, listens politely, checks her	watch.  She looks at William.	50    EXT. HOME - AFTERNOON						50	Sprinklers continue.  ("If there's a bustle in your hedgerow...	")	51    INT. LIVING ROOM -- AFTERNOON					51	Mom listens fitfully.  The song continues.								 DISSOLVE TO:	52    EXT. HOUSE -- STILL LATER AFTERNOON				52	Sprinklers shut off.  Music is now blasting.  ("To be a rock,	and not to roll... ")	53    INT. LIVING ROOM - LATER AFTERNOON				53	Mom's face remains stoic to the bitter end.  ("... and she's	buying the Stairway to Heaven.")  The song ends.  Silence.	All look to Elaine.  They wait on her response.  We hear the	turntable arm return to its cradle.					ELAINE			What am I supposed to say?   You say			it's Tolkien, fine.  They sound like			nice kids.  Is it meant to elevate			humanity?  "Sure, let's elevate			humanity.  After we sell you drugs and			sex."  All I have is my honesty.  That's			what I believe, and that's what I know.				(flipping through magazine)			Oh.  Here's a nice ad.	She holds up the magazine.  And ad reads, in large bold type:	BUY THIS FUCKING ALBUM.					ELAINE (cont'd)			You've clearly ganged up on me, and I			still say no.  No no no no no no no.	She shuts her eyes, and blurts out something against her better	judgement.					ELAINE (cont'd)			NO MORE THAN FOUR DAYS AND I WANT A			PHONE NUMBER FOR WHERE YOU ARE EVERY			MINUTE AND I WANT YOU TO CALL ME TWICE			A DAY AND YOU'D BETTER NOT MISS ONE			TEST - AND NO DRUGS.	William nods gratefully, and exits frame.  Hold on the empty	chair, as drums herald the beginning of the Allman Brothers	Band's "Trouble No More" from Live at Fillmore East.	SHOT MOVES IN ON ELAINE	who feels a very particular kind of loneliness.  It's the	loneliness she got married, and then raised a family, to escape.	54    INT. STILLWATER TOUR BUS -- DAY					54	An empty Heineken beer bottle rolls up and down the aisle,	taking us to William.  William picks up the bottle and places	it in the seat back pocket in front of him.  He has joined the	circus, and the feeling of being here is a lot more lonely and	forbidding than he expected.  The bus struggles to make it up	the hill, back rows shuddering loudly, as music continues.					DICK			C'mon, Doris!  Darling Bus.  You can			make it!	55    EXT. NEVADA DESERT HIGHWAY -- DAY					55	The Stillwater Tour Bus rumbles down the desert highway.  The	destination banner reads - ALMOST FAMOUS -- TOUR 73.  Music	continues.	56    INT. BUS - DAY							 56	William strains for a look at Russell five rows up.  He plays	slide guitar, working out a part.   Next to Russell is Penny	Lane.  Penny raises an early-model Polaroid camera and - flash	- takes a picture of a nearby sleeping Jeff Bebe.					PENNY			Gotcha.	Jeff grumbles from the depths of a hangover.  Penny stuffs the	shot in her pocket.  William watches, his private heart pounds.	Polexia appears and sits next to him, noticing his shyness.					POLEXIA			Do you have any pot?					WILLIAM			No.  I'm a journalist.					POLEXIA			Well, go do your job then.  You're on			the road, man.  It's all happening!  Get			in there.  Go talk to 'em!	Challenged, William rises and approaches Russell.  He fixes	the charismatic guitarist in his sights. Shot takes him down	the aisle to the jamming star guitarist.  He crouches in the	aisle and talks to Russell who immediately seems moody.  His	mood is in the air.					WILLIAM				(very professional)			Russell.   Do you think we might be			able to find some time to talk when we			get to Phoenix?  I want to interview			everyone separately... and I felt we'd			start with you and me.	Nearby, Jeff now listens in, feeling immediately jealous.					RUSSELL			Absolutely.	Russell turns away.  The kid squats uncomfortably in the aisle,	babbling on.					WILLIAM			Because I've got a thing in a couple			days.					RUSSELL			What.					WILLIAM				(self-conscious)			It's a... thing where... uhm... you go			there to graduate.  School.					RUSSELL				(sharply)			I never graduated.  And look what			happened.  You're here interviewing me.	Good point.  Laughs from everybody listening nearby.  It's a	good line.  William makes a quick jot in his notebook.					RUSSELL (cont'd)			No no no.  Don't put that in Rolling			Stone.  My bio says I graduated.  We'll			come up with something better later.			Just enjoy the ride.	Russell eyes the notebook suspiciously before turning away.	Penny notices William's discomfort, laughing warmly, all while	grabbing a Coke and giving one to nearby bassist Larry.					LARRY			How did you know I was thirsty?	He didn't even realize he was thirsty, but he is.  He nods	thanks to Penny, the perfect road companion for all.  And then	Penny gives the other Coke, her Coke, to William.  He accepts	it too, and starts back to his seat.  He's been blown off, and	he knows it, but before he exits Penny grabs his arm and	whispers in his ear:					PENNY			I may need to stay in your room tonight.			Russell's in a bad mood.  He's very			Bob Dylan in Don't Look Back today.			He's trying to write.	William nods cooly -- they are comrades -- and returns to his	seat.  A large joint passes in front of him, across him, to	Polexia, as everyone cheers Doris the Bus rumbling up another	hill.					POLEXIA				(inhaling deeply)			Want some?					WILLIAM			No thanks.	A wall of pot smoke is exhaled, right into his face.  It	surrounds him like a cloud.   The bus shudders, as Russell	continues playing slide up ahead.	57    INT. WILLIAM'S LIVING ROOM - NIGHT				57	Elaine sits in her living room, filled with her books.  Large	Department store photos of her children on the wall.  She feels	her own loneliness, and his too, as she dials a phone number.					ELAINE			Has William Miller arrived yet?  He			hasn't.  Could you give him a message			as soon as you see him? -	58    INT. BUS -- NIGHT							58	Several hours later on this ride.  Outside, night and desert.	Inside, a few cigarettes, a joint of two glow in the darkness	of the bus.  The end of the Led Zeppelin classic "Whole Lotta	Love" plays from the bus stereo, full blast.  Everybody is	free and anonymous in the dark.  They sing at full-volume.	William looks out the window in wonder.					ZEPPELIN/ALL			"Way down inside... (woman)			woman...  you need... "	The ten-ton guitar chord of Jimmy Page.					ZEPPELIN/ALL (cont'd)			"Loooooooooooooooooooooooovvve... "	John Bonham's drums thunder through the bus, everybody still	singing as they dip down into the city ahead, Phoenix.  William	watches the living documentary around him.  He writes furiously	in the green notebook, scribbling in the dark, trying to steady	his writing on the bumpy bus.  Behind him, someone is beating	along to the song on his seat.  He never want to leave this world.	59    INT. ARIZONA RAMADA INN LOBBY -- NIGHT				59	All enter the lobby like warriors, in a pack.  The hotel chairs	are spotted with curious hangers-on, decked out and lounging.	Dick is already stationed, as always, at the front desk.   The	sad state of hotel service grates on a road dog like Dick.  He	is forever teaching others their jobs.					DICK			Jeff, Tony... Keys... keys... keys...			room list...				(re: luggage, to hotel			bellman)			If it doesn't have a number on it, it			ain't ours!	He gives key and a stack of messages to Russell, and turns to	William who he makes feel more important.  Penny is nearby with	her suitcase and tackle box purse.  William watches Russell's	guitars whisked away - they are luggage-numbered 1, 3, and 4.					DICK (cont'd)			The Enemy!  Here you go, here's the key to			your palatial suite, room list, plus let me			give you a luggage tag.  You're Number 42.					CLERK			Is this Mr. Miller?  You have a message			from Elaine.					WILLIAM			Thanks.					CLERK				(confidentially)			She's a handful.					WILLIAM			I know.	William cooly takes the folded message, doesn't look at it,	and tries to pretend this embarrassing moment didn't happen.	Jeff exchanges a look with Russell.  Nearby, the walking	commotion arrives, clacking through the lobby.  It's Sapphire.	Last night's clothes are now today's.  She holds a travel case,	and hanger with some odd blouses.					SAPPHIRE			Finally, you're here!!  They kicked me			out of my room!  Fuck Ozzy!	She hugs Penny Lane.  Estrella appears, happy to have help	with Sapphire.	ON RUSSELL	who approaches William.					RUSSELL			Come by in a few minutes.  We'll do			the interview.	The kid exits and goes to join Penny, who is still comforting	Sapphire.  Russell looks through his messages.  The guitar,	now in a case, never leaves his hand.  Jeff Bebe approaches,	regarding William standing with Penny and the girls.  Intrigue	is swirling in the lobby.					JEFF			I'm worried, man.					RUSSELL			Naw, we can trust him.  He's a fan.					JEFF			But it's Rolling Stone.  He looks			harmless, but he does represent the			magazine that trashed Eric Clapton,			broke up Cream, ripped Led Zeppelin,			and wrote that lame story about the			Allman Brothers Band that bummed Duane			out before he died.  Don't forget the			Rules.  This little shit is the Enemy.			He writes what he sees.				(beat)			But it would be cool to be on the cover.					RUSSELL			Leave it to me.  We'll get a good story.					JEFF			Plus our girlfriends read this magazine			and -				(looking at Band-aids)			-- you know.					RUSSELL			You made your point.  I'll take to			him.	ON WILLIAM BY ELEVATOR	Penny speaks confidentially to him.  If she is slightly bossy,	it is only because she's good at logistics, emotional and	otherwise.					PENNY			Can Sapphire stay in your room tonight?			She had a big fight with Ozzy, and			Polexia's not working out with Jeff			Bebe.				(to Sapphire and Polexia)			You just have to remember... these			guys are jealous, insecure, talented,			egocentric, and manipulative geniuses...			they're lead-singers.   They can say			"I love you" to 20,000 people... but			any fewer is a real problem.				(girls nod, comforted, she			continues to the kid)			Jeff Bebe has so much jealousy over			Russell that he can't express.  Plus,			he never slept last night.   You keep			Sapphire and I'll stay with Russell.	William covers his disappointment over losing Penny as a	roommate.  Cooly:					WILLIAM			Sure.  I'll take her.					POLEXIA			Me too?					WILLIAM			Sure.	Estrella arrives with travel bag, equally homeless, looking	hopeful.					WILLIAM (cont'd)			If there's room -	Penny squeezes him.  He feels cool... but the girl he really	wanted to stay in his room now joins Russell, disappearing	into the elevator.  He looks down at the message in his hand,	and opens it.	It reads: DON'T TAKE DRUGS!  He snaps it closed quickly, before	anyone can see.	59A   IN. RUSSELL's ROOM -- NIGHT						59A	Russell plays acoustic guitar, a notebook cradled on his lap.	Trying to write.  It's coming slowly.  Shot moves off him,	past a flickering television, onto Penny who silently and	intently watches Russell as if he's a rare and beautiful bird.	He looks over at her - she turns away quickly.  He goes back	to work.  Tries to catch her watching him again.  She turns	away just in time.	60    INT. WILLIAM'S HOTEL ROOM -- NIGHT				60	Stillwater's "Fever Dog" plays from the t.v. radio.   William	on the bed, a thick local phone book on his lap.  His hotel	room.  He watches self-consciously as the girls go about the	ritual of inhabiting a room on the road.  Sapphire flutters a	paisley scarf over the room lamp.  Polexia puts a towel along	the crack of the door, blows out the glowing embers on too-	many sticks of incense, and moves to the phone.  Estrella has	joined them as well, complete with a bag full of shoes.	Instantly, we have atmosphere and not much room left in this,	the smallest room in the hotel.   William thumbs through the	phone book with fascination.					WILLIAM			All these people.				(wondrous, off phone book)			And they all live in Phoenix.					POLEXIA				(on phone)			Hi Dad!!  I can't talk long!  I'm here in			Paris.  I'm staying in another Youth Hostel			with no phone and no address for mail!!					WILLIAM			(still wondrous, from phone			 book)			Alex.  Lowbatz.					SAPPHIRE				(emerging from bathroom)			I was the one who told him what to			tattoo on his fingers, I was the one			who made his shirts... I was there			when his wife left him.					WILLIAM			Charles.  C.  Swoop.					POLEXIA				(on phone)			I CAN SEE THE EIFFELL TOWER.  DO YOU			KNOW THERE ARE 578 STEPS TO THE TOP?	She's reading from a European tour book.					WILLIAM			Paul and Debbie Finger.					ESTRELLA				(looking out window)			Oh my God.  Simon Kirke of Bad Company			is by the pool.	The girls mobilize by the window.  William is increasingly	aware that he is an outsider in his own tiny room.  He tries	to organize his stuff in the corner.					POLEXIA			I GOTTA GO!  I'LL CALL FROM ROME!					ESTRELLA			Is anybody here as worried about Penny			and Russell as I am?					POLEXIA				(the perfect daughter)			AND HAPPY BIRTHDAY TO MAGGIE!!			I LOVE YOU!!	She winks at William, who looks away.					SAPPHIRE				(to Polexia and William)			Ooo, watch out - whoever you look at			when you say that - that's who you			really mean.	Polexia hands up and throws a pillow at Sapphire,  the kid	watches these girls like a tennis match.	60A   IN. PENNY AND RUSSELL'S ROOM - SAME TIME				60A	Russell puts down his guitar.					RUSSELL			You know.  We should talk about what			we don't talk about.					PENNY			We don't have to.					RUSSELL			No, I - I went to Catholic school.  I			believe in guilt and... you know, if			there's any to be had, I pretty much			want to roll around in it.					PENNY			I don't believe in attachments.  No			boundaries.  Just the music.					RUSSELL			I'm just saying, it's okay to talk			about it.	Penny stands and turns.  She speaks the word.					PENNY			Leslie.	Russell nods.  The name is out in the open.					PENNY (cont'd)			Leslie.  Leslie.  Leslie.  Leslie.			Leslie.  Leslie.  Leslie.  Leslie.					RUSSELL				(somehow satisfied)			Alright - now we're talking.	But she continues, saying the name in a multitude of different	ways, in different accents, and with different degrees of	indifference and passion and lust and play-acting and mock-	drama.	PUSH IN ON HIS FACE	As he listens and studies this ethereal creature for meaning.	Is she mocking him?   In love with him?  Taunting him?  Seducing	him?					PENNY			Leslie.  Leslie.  Leslie.  Lesssssslie.			Leslie.  Leslie.  Leslie.  Leslie.			Leslie.  Leslie.  Leslie.  Leslie.			LESlie.  Leslie...	She continues saying it until it no longer has meaning.  And	finally she sits next to him.					PENNY (cont'd)				(beat)			Now.  Have I helped you get that off			your chest?	They kiss.	60B   INT. WILLIAM'S HOTEL ROOM - SAME TIME				60B	The girls continue their settling-in process.					SAPPHIRE			Opie, can I order room service?	The nickname "Opie" re-opens a nagging wound.  Polexia hangs	up, and begins to dial again.					WILLIAM			Okay.  You guys.  Wait.   Put down the			phone, Polexia.				(she does, sadly)			First, this is my room...					SAPPHIRE			Come on, you're a fan like us.  You're			on our side of the line.					WILLIAM			Second.  I'm not Opie.  Alright?  Opie			is a little boy.  I'm here to do a			job.  I am a professional.					ESTRELLA				(flipping luggage tag)			Ooooooo, sorry, Mr. 42.					WILLIAM			Third!				(has their attention now)			... this phone is a big, big deal.  In			a minute, I have to go interview			Russell.  Do not answer this phone if it			rings.  I have family members with			severe anxiety Problems.  She will not			understand.					POLEXIA				(wounded)			But what if Ozzy calls Sapphire?   And			I gave Jimmy Page this number.					ESTRELLA			Or a guy who looked like Jimmy Page.	William looks at their troubled faces, full of too much-longing	and too much make-up.					WILLIAM			Okay.   I have a solution.  Answer the			phone.  But if anyone without an English			accent is on the phone...				(winging it)			Just hang up.  Or say it's the wrong			room.	They nod.  It's a good plan.	61    EXT. HALLWAY -- NIGHT						 61	The hanging sign on the door reads: DO NOT DISTURB. William	knocks on Russell's door. A maid pushes up against him with	her cart, which now blocks the hallway.					WILLIAM			SHOULD I COME BY LATER?	A group of golf conventioneers are now trapped behind the maid	cart.  They ease past William as he negotiates with Russell	through the door.					RUSSELL (O.S.)			 YES, I'M IN TOO TRUTHFUL A MOOD!					WILLIAM			MAYBE THAT'S A GOOD THING!!					RUSSELL (O.S.)			I'LL SEE YOU AT THE RADIO INTERVIEW			LATER!!  TEN-THIRTY IN THE LOBBY.					WILLIAM			OKAY!					RUSSELL			GO AWAY!					WILLIAM			OKAY!	We hear Penny's giggle.  Then the door opens, and it's Penny	looking ravishing.  In the background, Russell sits shirtless	at the table.  He playfully pelts the kid with crumpled up	wads of hotel stationery.					PENNY			Don't worry.  Some to the radio			interview.					WILLIAM			No, I'm fine.  I'll just interview			Jeff Bebe some more.					RUSSELL				(as in "you're on of us")			GO AWAY!	She shuts the door quickly.  It hurts a little.  He picks up	the wadded pieces of paper, stuffs them in his pocket.  He	leaves the door and helps himself to some soap and pencils and	matches from the nearby maid's cart.  Then he returns to	Russell's door.  He can't help but listen to the muffled sounds	of laughter, just for a moment, escalating.  He flips the sign	over: HOUSEKEEPING PLEASE ENTER - CLEAN ROOM.	62    INT. OUTER RADIO STATION - NIGHT					62	Humble Pie.  "Thirty Days in the Hole."  Russell and band enter	the radio station, passing through the now-empty front office.	As always, Russell sets the tone.  He's feeling good.	Stillwater takes over -- they feel mighty, like the Beetles,	as they climb across chairs, rearrange wall hangings and gold	records  and head down the small hallway to the control room	interview.  Rolling with the flow are William and Penny in her	green coat.  He tries to distance himself from her -- still a	little stung by the earlier hallway rebuff -- but she will	have none of it.  She privately shares every great passing	moment with him.  He tries not to succumb to these charms.	It's hard.  Music segues to Stillwater's own "Fever Dog."	63    INT. RADIO CONTROL ROOM - NIGHT					63	Stillwater's own record spins, and it sounds good to everyone	in this room.  Russell takes a seat near the open mike.  Jeff	Bebe is quick to take the other seat, arranging himself to be	just as close to the microphone as Russell.  William watches	all as he sits at the dark back of this control booth.	Stillwater sits with late-night progressive disc-jockey QUINCE	ALLEN, 25.	Quince takes a long hit from a joint and does not pass it.	The entire Stillwater band is now collected in the studio and	ready for the interview.   William can't avoid looking at Penny	Lane, who looks great tonight.  She catches him, and he barely	looks away in time.  Polexia, newly reconciled with Jeff,	notices.  The very mellow disc-jockey eases up to the	microphone, as the finale of "Fever Dog" is just ending.					QUINCE ALLEN			The guitar of Russell Hammond.   "Fever			Dog"...  The band is Stillwater.				(beat)			Watch with your mind as they			materialize.	Band members gets closer to the microphone, preparing to speak.	Quince lowers his head, shutting his eyes and getting into the	music as the song plays out.	64    INT. HOTEL ROOM -- NIGHT						64	The phone rings.  Estrella answers.					ESTRELLA			William's room.	INT. ROLLING STONE OFFICE -- NIGHT	Ben Fong-Torres is calling from Rolling Stone.					BEN			Can I please speak to him?  This is			Ben Fong-Torres at Rolling Stone.	Estrella panics,  hangs up quickly, as if the phone has just	caught fire.					ESTRELLA			I think I just messed up!	65    INT. RADIO STATION -- NIGHT -- SAME TIME				65	Quince raises his head and continues on-the-air.  The same	song is still ending.					QUINCE			Look at the dogs, wearing the funny			hats.  Juggling just for you.  Freaks			and family...	Penny shoots William a look.   Do you believe this guy?					QUINCE (cont'd)			It's Quince, with Stillwater.  Here.			Live.  It's the Night Circus.	The band scoots closer to the microphone, ready to talk.  Quince	continues, looking meaningfully at the band.  They are	waiting... eager for a chance to speak.					QUINCE (cont'd)			Every minute a baby is born somewhere..			Life.  Death.  Hermetically sealed			bags of human emotion.  Bags of love...			bags of kindness?				(suddenly, turns)			How'd you get together?	As Jeff eagerly speaks, Quince lowers his head and listens...	feels... the words of his guests.					JEFF			Well... not to get into a "me" thing...			this is Jeff talking... but I did start			the band, some time, actually, ago.			This is back when we were the Jeff			Bebe band, and I placed an ad in a			magazine called Peaches looking for a			guitarist and Russell Hammond answered.	Quince nods, head bowed, swaying slowly.					QUINCE				(with deep understanding)			Peaches.	Jeff watches Quince's head lower.  It's hard to know when to	talk with Quince.  The depth of his mellowness is tough to get	in rhythm with.					JEFF			I think he was a gift from God,			actually.  Nobody plays like Russell			Hammond.					RUSSELL				(sorta moved)			Well, shit.  Thank you.	He instantly realizes he's slipped, on the air.					RUSSELL (cont'd)			Ooops.  Better hit the delay button.	All eyes turn to Quince, whose head stays down, grooving to	some inner beat.  He says nothing.  The band looks at each	other.  We become increasingly aware that Quince may now be	asleep.  Long silence.  William shares an amazed look with	Penny.  Quince is definitely asleep.  Russell leans forward	and continues talking quietly, with hilarious sincerity.					RUSSELL (cont'd)			Okay - we're talking now, right?  Why			the fuck do you wait until and interview			in Arizona to say something nice about			me.  Why don't you say it to my fucking			face sometime?  Because I tell you			every time I think you nailed something.					JEFF			Everybody pays you compliments.  It's			not my fucking job to kiss your fucking			ass all the time.					RUSSELL			Well then who's fucking job is it?			Because my ass is dying for a kiss.			And I know yours is too.					DICK			It's my fucking job.  You're all			geniuses.  And let me just add this			thought - smegma.	Penny covers her mouth as offers a look of absurdity to William.	He offers one back, as laughs are stifled throughout the room.	William shares a look.  Quince is still deeply asleep, as the	usually quiet tony leans forward to speak.					TONY			Feces.	He cracks himself up, silently.  Quince snaps awake, fully in-	stride.					QUINCE			The dong is called "Love Thing." Your			mind is Starting to take effect.			They're all here to see you swallow			fire.  You scream soundlessly...  on the			Night Circus.  It's Quince, with			Stillwater.	"Love Thing" takes over, as Quince swivels in the chair.					QUINCE (cont'd)			I thought that went well.	66    INT. RENTAL CAR -- NIGHT						 66	Adrenalized laughter.  The whole band is crammed into a medium-	sized rental car.  Penny half on William's lap, half on	Russell's.					RUSSELL				(to William)			See, this is what nobody writes about!			The in-between times!   This!  Us!			Right now!!	67    INT. WILLIAM'S HOTEL ROOM						67	The phone is ringing.  Estrella emerges from the bathroom with	no make-up and a t-shirt.  She picks up the phone.  Across the	room, Sapphire signs for room service.  Now she is far too	made-up.  The t.v. radio plays Free's "Fire and Water" in the	b.g.					ESTRELLA				(suspiciously)			Hello?								 INTERCUT:	INT. WILLIAM'S HOUSE -- NIGHT	It's Mom on the phone.					ELAINE				(measured, very proper)			May I speak with William please?					ESTRELLA				(cheerfully)			He's not here.  I think he's in the			bar with the Band.  They just got back			from the radio station.  Is this Maryann			with the pot?	Silence.					ESTRELLA (cont'd)			Hello?					ELAINE			No this isn't Maryann with the pot.			This is Elaine... his Mother.	Estrella physically recoils.					ESTRELLA				(cringing)			I thought you were English.					ELAINE			Could you please give him a message?			Could you tell him to call home			immediately?  And could you also tell			him -				(at full power)			I know what's going on.					ESTRELLA			Alright.  Okay.  But I'm just going to			say this, and I'm going to stand by			it.				(can't help herself)			You should be really proud of him.			'Cause I know guys... and I'll bet you			do too.  And he respects women, and he			likes women, and let's just pause and			appreciate a man like that.   You			created him out of thin air, and you			raised him right, and we're all looking			out for him.  And that's more than			I've ever said to my own parents, so			there you go.				(silence)			This is the maid speaking, by the way.	68    INT. HOTEL LOBBY -- NIGHT						68	Russell and William sit in two large red-leatherette seats in	the hotel lobby.  William shuffles through many pages of	questions written in small script.  His tape recorder microphone	sits balanced on the chair.					WILLIAM				(very professional)			Now that you're starting to be			successful, you had twenty-six years			to write your first Album... and you'll			have maybe four months for the second.			Do you worry that the pressure of the			business will get in the way of the			original joy of making your music?  Or			-	Russell blinks.  The all-consuming issues of his life are right	in front of him.					RUSSELL			Whoa!				(laughing)			I need three more beers and my guitar			before I can answer that question.			Let's take a walk.	69    EXT. HOTEL POOL AREA - NIGHT					69	Russell walks the outskirts of the pool area with William.	William follows him through the sliding glass door to his room,	facing the pool.  Russell grabs his guitar.  They stand for a	moment, unheard by the others, and regard the living portrait	twenty yards in front of them.  The off-limits after-hours	pool area has been overtaken by the Stillwater tour members.	Jeff Bebe sits in a chair nearby.  Dick laughs at a joke.	Always the life of the party, Penny Lane dispenses stolen towels	from a maid cart.  And she is the first to slip into the pool	for some after-hours, against-the-rules swimming.  Effortlessly,	she turns a collection of people into a party.  They regard	her, well out of earshot of the others.					RUSSELL			For a minute I thought you were actually			a real journalist... which is... you			know, it's great.				(beat)			Shut that thing off, and I'll tell you			the truth.	William shuts his tape recorder off.					WILLIAM			It's off.					RUSSELL			Look.  I trust you.  I'm going to lay			this right on you.  Just make us look			cool.					WILLIAM			I will quote you warmly and accurately.					RUSSELL			That's what I'm worried about.  See -			some of us have girlfriends back home.			Some of us have wives.  And... some of			the people you meet on the road are			really amazing people...	They both watch Penny Lane, sparkling, fresh from the pool.	She places hotel furniture into the shallow end and inviting	all, even other curious hotel guests, to join them in the pool.					RUSSELL (cont'd)			Like you.  And some of the things that			happen are good for just a few people			to know about - as opposed to, say, a			million people.	Dawn is breaking for William.					WILLIAM			Ohhhh.  Oh.  Yeah.					RUSSELL			You know what I mean?					WILLIAM			Right.  Yeah.					RUSSELL			See, you're dangerous.  Most people			are just waiting to talk, but you			listen.					WILLIAM			Right.  Right.					RUSSELL			So your question you asked me.  I think			about It every fucking night.  The			"business."  I hate it!				(quietly)			I grew up with these guys, okay?  I			can't play all that I can play, I'm			past these musicians, do you understand?					WILLIAM			I do.					RUSSELL			The more popular we get, the more I			can't walk on them, the bigger their			houses get, the more pressure... you			forget, man.  You forget what it was			like to be real, to be a fan.  You can			hear it in a lot of bands who've been			successful - it doesn't sound like			music anymore.  It sounds like...			like lifestyle maintenance.				(suddenly confessional)			I used to be able to hear the sounds			of the world.  Everything, to me, used			to sound like music.  Everything.  Now			I don't hear it.   You know what I'm			trying to say?					WILLIAM				(ruefully)			Yeah.					RUSSELL			Man, it feels good to say this stuff			out loud.  But what am I doing?  I'm			telling secrets to the one guy you			don't tell secrets to.					WILLIAM				(feeling included)			No, that's okay.  We'll do the interview			tomorrow.					RUSSELL			This is good.  So there's the "friend"			and then there's the "interview guy."					WILLIAM			Yeah.					RUSSELL			So tonight it's "friend".... and when			we wake up tomorrow - "interview guy."			We'll figure it out as we go, buddy.					WILLIAM			Hey - for whatever it's worth - you			guys are really good.	Russell laughs at the kid's easy naivete.  He hands his guitar	to the kid, and joins the party.  William watches, part of the	crowd... somehow feeling a little compromised.  He doesn't	care.  Penny gestures for him to join them.	70    EXT. SUN STADIUM - AFTERNOON					70	William interviews Larry in the seats of the empty arena.  On	stage, Ed soundchecks his drums.					WILLIAM			How would you describe your role in			Stillwater?  What is the chemical that			you add to the chemistry?					LARRY			I'm the bass-player.					WILLIAM				(pressing for some poetry)			Right.  And when you take that away...			what would be missing?  Stylistically?			What chemical?					LARRY				(not getting it)			The bass?	Larry doesn't give him much.	71    EXT. SUN STADIUM - NIGHT						 71	It's raining.  The pre-show huddle breaks up, William a part	of them.  Penny Lane adjusts Larry's look.  She takes the scarf	from around his neck and ties it around his leg.  He looks	instantly better.  William watches in the darkness as Dick	takes the microphone.  The best part of his day has arrived.	In his important voice:					DICK			Good evening Phoenix.				(applause)			From Troy, Michigan.  Please welcome,			Stillwater.	Lights come up, as the band launches into "Fever Dog."   Jeff	begins singing.  Russell reaches to adjust the microphone for	a back-up vocal and is hit with something unexpected.	A sharp electrical shock.	It's just a slight pop in the loud din of music, but within a	moment something is clearly wrong.  Russell holds onto the	microphone stand with a surprised look, conducting high-voltage	for two seconds and then he snaps his hand off the metal.  His	face is white, he takes off his guitar and walks off-stage,	collapsing a couple steps later.	72    EXT. BACKSTAGE -- NIGHT						72	Dick is waving wildly for the band to board the bus, which has	been pulled up into the backstage area.   He guides a sagging	Russell, assisted by Penny Lane, into the bus.					DICK			Get in, get in!!	William boards the bus, as the extremely agitated PROMOTER	arrives to confront Dick.					PROMOTER			Are you the manager of this band?					DICK			That, and more.  Get in!					PROMOTER			You didn't even play a full set!	Dick whirls and unleashes an anger we've not yet seen, gesturing	with the silver briefcase that does not leave his hand.					DICK			Your shoddy stage set-up almost killed			our guitarist!					PROMOTER			You trashed the dressing room - you			didn't play your thirty-five minutes.			You didn't fulfill your contract -					DICK			Everybody in!  Get in the bus!					PROMOTER			I'll report you to every promoter in			the country!  I'm gonna talk to Frank			Barcelona!					DICK			YOU DON'T FUCK WITH MY BAND'S SAFETY!					PROMOTER			I hope you have a good lawyer.					DICK			I AM A LAWYER!	He swings into the bus, as the bus revs.					PROMOTER			LOCK THE GATE ON 'EM!	73    INT. BUS -- NIGHT							73	Russell sits, pale, next to Penny at the front of the bus.  He	examines his singed hand, shaking it a little to emphasize the	positivity of her words.					PENNY			Don't worry.  It's happened to all the			greats.  Thank God you didn't hold the			mike stand with both hands, you'd still			be holding it.  This is a good thing.			It's a good, good, good thing.	William sits nearby, watching Russell, making notes out of eye-	sight of others.  The ever-wary Jeff, unseen by William, cranes	to see that he's writing in his notebook.	Dick swings into the seat across from Russell.  The bus door	shuts, as the promoter is still yelling.	Doris is slow to gain speed, as Estrella appears, running	alongside.  She knocks on the window next to William.					ESTRELLA			I forgot to tell you!  Your mom says			to call home immediately.  She says			she knows what's going on!				(receding)			See you guys in Topeka!  I'll catch a			ride with Sabbath!	William nods with embarrassment, waves to her, as the bus races	toward the now closing gate.					DICK				(casually, to Russell)			Wanna buy a gate?	Before Russell can answer - BASH.  Doris barrels through the	steel-gate, snapping it like a chopstick to great cheers inside	this bus.					DICK (cont'd)			You just bought a gate.				(to the bus)			C'mon Doris!!  Get us out of town!!	The bus struggles up a slight incline, everybody rooting for	Doris, as she eases out of the parking lot and onto a	thoroughfare.					WILLIAM			What did it feel like to be			electrocuted?					RUSSELL			It burns.  It feels like a dose of			lead shooting through your body... and			then you see God, and he says, "How			bad do you want to be legendary?" And			god damnit.  I let go.				(shaky grin as all laugh			warmly)			Rock and roll.	Jeff watches this charisma with thinly veiled envy.  The kid	scribbles in his notebook.  We hear Led Zeppelin's "That's the	Way."	74    INT. BUS - EARLY MORNING						74	Song continues.  Almost everybody is asleep.  William takes	the camera and snaps a Polaroid of a sleeping Penny.  She wakes	up.					PENNY			Give that to me.	She grabs for it, they have a brief play-fight.  He grabs some	other Polaroids from her pocket.  He hustles to the back of	the bus, pockets the photo, and settles down to watch the	passing landscapes.  She chases him down the aisle.  Music	continues as she sits down next to him.  Out the window, a	long-distance running team of Girls keeps pace with the bus	for a bit.  They wave.  Penny watches them over sunglasses,	waves briefly to the real world.					PENNY (cont'd)				(breathing heavy, owning			the world)			When we go to Morocco, I think we should			wear completely different clothes, and			be completely different people.					WILLIAM			What will our names be?	She snaps a Polaroid of a nearby sleeping Silent Ed, pockets	the Polaroid.  She regards Russell up ahead, also sleeping.	Her attention has already wandered from Morocco.					PENNY			What do you think of Russell?					WILLIAM			I like him.					PENNY			You're coming to Cleveland, right?					WILLIAM			Cleveland, Ohio?  Oh no no no.  I gotta			get my interview with Russell before			Greenville.  And you've got to help			me.  Okay?  Friends... remember?	Penny is still watching Russell.					PENNY			You should give him a break.  There			are real problems in the band.   Off			the record.	Gravely noting the word "problems", the kid joins Penny in	watching Russell, who is splayed haphazardly, sleeping	restlessly up ahead.					WILLIAM			What problems?					PENNY			Okay.  I got it.  I think your name			should be Spencer, and mine will be			Jane.					WILLIAM			I can't keep up with you.					PENNY			No one can.					WILLIAM			What's your real name?	She looks at him briefly.  She puts her arm around him.  It's	intoxicating, but he doesn't quite know how to act.  With her	free hand, she gestures with a hanger.  As they regard Russell	sleeping nearby:					PENNY			Here's the thing about Russell.  He's			my last project.  I only do this for a			very few people.  And I think we should			do it together - he is almost great.			We've got to take him there.  You and			me - we can do it.  Deal?  Because the			other guys are good - but he could be			great.  He's my last project.	He looks at her.  She imitates his face back to him.					PENNY (cont'd)			It's all happening.	75    INT. TOPEKA ARENA BACKSTAGE -- NIGHT				75	William sits interviewing Silent Ed by some equipment cases.					WILLIAM			What do you love about music?	Ed looks at him thoughtfully.  It is an eloquent moment.  He	thinks.  He shrugs.  The kid tumbles with more questions.	These interviews are not going well.	76    INT. BATHROOM - NIGHT						76	William, looking concerned over the state of his interviews,	walks into the backstage bathroom.  He makes a few surreptitious	notes in his notebook before noticing that Jeff is standing	there, clearly just finishing a quick hit of cocaine offered	by a Local Hanger-On.  Seeing the kid, he immediately hides	the coke spoon.					JEFF			Hey.					WILLIAM			Hey.	William pretends he sees nothing as he turns to the urinal,	and shot stays on Jeff, who looks a little high and a little	worried.	77    INT. BACKSTAGE PAY PHONE - NIGHT					77	William is on the pay phone with his Mother.  The show booms	in the background.					WILLIAM			I know.  I know.  I know.				(beat)			I know.  Mom.  Mom... Mom.	78    INT. STAGE - NIGHT						78	Stillwater on-stage.  A great show.  Russell on fire.	79    INT. BACKSTAGE PAY PHONE - NIGHT					79	William on the phone.  Estrella leans on him, fixing her shoe.					WILLIAM			Right now -- Topeka.  Then Greenville.			Then home.	He winces slightly, holds the phone away from his ear for a	moment.					WILLIAM (cont'd)			I'm sorry I didn't call yesterday!			It's not like you can just carry a			phone around with you.	80    INT. ELAINE'S SCHOOL OFFICE -- AFTERNOON				80	Mom sits in her school office, a miniature version of her home	- a fortress in which she is surrounded by books.  The sun is	going down.  She can't resist a sentimental moment.					ELAINE			I guess I just miss you, and I don't			understand why I've driven both my			kids so far away from me.  By all			practical rules don't I get you for			three more years?	He is touched by her vulnerability, more visible now than ever,	as music continues in b.g.					ELAINE (cont'd)			Was I not fun?	81    INT. BACKSTAGE PAY PHONE -- NIGHT					81	William has his finger in his ear.  The din if Stillwater's	set now blots out all other noise.  It is not the time to answer	this question.					WILLIAM			I missed the last thing you said.	Mom takes a pause.					ELAINE			I LOVE YOU.	Penny now enters, watching.					WILLIAM			WHAT?					ELAINE				(angry, louder)			I MISS YOU AND I LOVE YOU!	William now notices Penny standing nearby, picking at a salad	from a paper dish.  Looking at her, he lets loose with what he	believes is a private confession.					WILLIAM			I LOVE YOU!!	Penny smiles knowingly, collecting his affection like another	backstage pass, and turns away.  Camera stays on William.  He	is suddenly and deeply embarrassed.  He's just told her that	he loves her and she knows it.  He hangs up, traumatized.	82    INT. TOPEKA DRESSING ROOM -- NIGHT				82	Russell's hair is slicked with sweat from a show just finished.	He is shirtless with a towel around his shoulders.   Luggage	for the next city is stacked by the door.					RUSSELL			Fire away.  I'm ready.  I'm on the			"You" Train.  Take me there.	The kid plugs in his microphone.  Russell listens as he springs	his first question.					WILLIAM			Do you have to be depressed to write a			sad song?  Do you have to be in love			to write a love song?  Is a song better			if it really happened to you?  Like,			"If You Say Nothing"... where did you			write that and how did it come about?	Russell admires the many questions.  Says nothing.  He looks	at his hand, thinks.					RUSSELL			When did you get so professional?	In the background, Penny Lane irons Silent Ed's shirt.	Grinning, she cuffs his shoulder.  To the shirtless silent	drummer, waiting for his shirt.					PENNY			I'm almost done with my shirt.	Ed watches her appreciatively, drumming silently on a rubber	pad.  Penny kisses Russell, who swings her onto his lap.  In	the corner, Jeff watches them all with a vague feeling of being	underappreciated.  And now Dick enters with a large cardboard	box.					DICK			Russell, your dad showed up again.			And on a lighter note.				(importantly)			Gentlemen.  Your first t-shirts have			arrived.	There is an immediate buzz in the room, as Dick yanks open the	box filled with new white t-shirts.  He untangles the first fresh	shirt, and displays it proudly.  A silent beat as all examine it -	their first t-shirt.  Faces fall.  Ed stops drumming.  There has	been a mistake.  It is a fuzzy band photo with the group name	emblazoned below.  Only Russell, who stand out front, is colored-	in and emphasized on the shirt.  He turns away, making a noise.	Jeff stares at the t-shirt.  He's just about in tears.  There is	a long silence and then... Ed resumes drumming on the rubber pad.					DICK (cont'd)			It's the record company's mistake.			And they will pay.  Shirts gone, band			happy.	He drops the offending shirt into the trash, as if it were	contaminated, and exits with the box.  William watches as the	two men, Russell and Jeff, move to opposite sides of the room.	Russell puts on a shirt, so does Jeff.  The vibe is thick.	Russel turns to see Jeff staring at him.					RUSSELL			Can we just skip the vibe and go			straight to us laughing about this?					JEFF				(bitterly)			Yeah.  Okay.					RUSSELL				(trying for a joke)			Because I can see by your face - you			want to get into this -					JEFF			How can you tell?  I'm just one of the			out-of-focus guys.					RUSSELL			Here we go.	William watches as Russell fishes the t-shirt out of the trash.					RUSSELL (cont'd)			Here.  Take it.  You LOVE this shirt -			it lets you say everything you want to			say.					JEFF			Well, it speaks pretty loudly to me.					RUSSELL			It's a t-shirt.	Russell turns away.					JEFF			I'm always gonna tell you the truth.					RUSSELL			Are you doing coke again?					JEFF			Oh yeah.  All the time.	The kid looks down.					JEFF (cont'd)			This is big stuff, man.  From the very			beginning -- we said -- I'm the front			man and you're the guitarist with			mystique.  That's the dynamic we agreed			on -- Page, Plant... Mick, Keith.  But			somehow it's all turning around.  We			have got to control what's happening			to us.  There's a responsibility here -					RUSSELL			Excuse me, but didn't we all get into			this to avoid responsibility?					JEFF			Forgive me.				(continuing, on shirt)			But this is the slow-moving train of			compromise that will kill us.	Russell makes a disgusted noise.  Penny Lane exits discreetly,	looking back at William.					JEFF (cont'd)			I can't say anymore with a writer here.					RUSSELL			You can trust him,  you can say whatever			you want.					JEFF				(eyes suddenly moist)			I works as hard or harder than anybody			on that stage.  You know what I do - I			connect.  I get people off.  I look			for the guy who isn't getting off, and			I make him get off.				(beat)			Actually, that you can print.				(continues to Russell)			And yet, why do I always end up feeling			like I'm a joke to you?  I feel nothing			but love for you.  We're a family.	He looks at the t-shirt and starts to cry.  Embarrassed, he	grows angrier.					JEFF (cont'd)			You want to pretend this isn't going			to be a very big band.  Well it is.  You			call yourself a leader of this band, but			your direction allowed the t-shirt, when			you allowed Dick to manage us, 'cause			he's your friend... don't you see?  The			t-shirt is everything.  It's everything.					RUSSELL			Is it my turn?  Because I think we			should, for once, say what we really			mean.					JEFF			Oh, this is the part where you quit -					RUSSELL				(stiffening)			Right.  I'm so predictable.					JEFF			No  I gotta tell the truth -- I want			you to like me.  But sometimes I feel			like you collect people who love you			and then very skillfully... you make			them feel bad that they're not good			enough for you.					RUSSELL			Stick to singing, brother, 'cause you			ain't gonna make it as a shrink.					JEFF			Deal with it!  And let me just say			what nobody Else wants to say to you -					RUSSELL			What?					JEFF			Your looks have become a problem.	82A   EXT. BACKSTAGE - NIGHT						 82A	Russell walks swiftly past a happy silver-haired man, who holds	court with beer in hand.  He dresses too young for his age,	late fifties.  He is DAD.					DAD			Son!					RUSSELL				(dutifully)			Hello Harry.	Dad introduces a woman much younger, who eyes Russell hungrily.					DAD			He got all the good genes, huh?  Meet			Deirdre.  We're getting married in			July.	83    EXT. ARENA -- NIGHT						83	Russell walks fast outside the arena.  William hustles to catch	up.  The two men walk in long silent strides in the cold night	air, beyond the backstage area.  Fans begin to recognize and	follow at a discreet distance.					WILLIAM			You okay?  You alright?	Russell doesn't answer.					RUSSELL				(resolute, wound up)			From here on out, I'm only interested			in what's real.	The kid nods.  They walk.					RUSSELL (cont'd)			Real feelings.  Real people.  That's			all I'm interested in...  From here on			out.  What is REAL?   You're real.					WILLIAM			Thanks.	A wave of warmth comes over Russell.					RUSSELL			You know, you know all about us and I			don't know shit about you.				(struggling to be personal)			What's your... your family like?  Tell			me.					WILLIAM			Well, my dad died of a heart attack			and my sister believes that my Mom is			so intense that she might have			contributed to it.  Plus -					RUSSELL				(immediately)			Okay, that's good.  That's enough.					WILLIAM			It's good to talk about it.  Really			good.	Russel now sees some hero worship in the kid's face, and it	makes him nervous.					WILLIAM (cont'd)			Hey, man, maybe we should go back.					RUSSELL			If they want me, they can find me.	William turns and sees nobody following but fans.					WILLIAM			So listen.  I have to go home tomorrow.			I know this is a bad time to finish			our interview.					RUSSELL			Hey, man, you know what?  Write whatever			you want.  I trust you.	A big square Chevy van slows down.  A CONCERT-GOER hands his	head out the window.					CONCERT-GOER				(battle-cry)			Woooooooooo!!!  You're Russel from			Stillwater!!					RUSSELL			On my better days, yes.  I am "Woooooo,			Russell from Stillwater!"					CONCERT-GOER			Wanna go to a party at my friend Aaron's			house?!  I know you're a big rock star,			but do you want to hang with some people			looking to have a good time?	Russel regards the van full of kids.  More fans crowding	around.  The kid behind the wheel unknowingly says the magic	words.					CONCERT-GOER (cont'd)			We're just real Topeka people, man.	He has said the magic word.	A84   EXT. AARON'S PARTY - NIGHT					A84	Russell arrives at the party in the rural outskirts of Topeka.	William nearby.	84    INT. AARON'S HOUSE -- NIGHT					84	William watches as Russell slugs from a Jack Daniels bottle.	They sit in the bedroom of a mindblown fan, 17 year-old AARON.	He has long frizzy brown hair, tied in a spray behind him.	Many from the neighborhood are now pouring into the home.					RUSSELL				(eyes glowing)			You.  Aaron.  Are what it's all about.			You are real.  Your room is real.			Your friends are real.  You are more			important than... than... all the silly			machinery.  And you know it!  In eleven			years it's gonna be 1984, man.  Think			about that!					AARON			Wanna see me feed a mouse to my snake?					RUSSELL			Yes.					KID # 1			Can I have your belt?					RUSSELL			Take it!	Russel whips off his belt, gives it to the fan.  A joint goes	by, headed for Russell.  William intercepts it and passes it	on.					RUSSELL (cont'd)			Aaron?  Where's your bathroom?  I want			to live here. I want to eat your food,			and live in your city and fuckin rock			like I used to.  I want to learn			everything there is to know about your			city and your town.  And your way of			being real.				(stunning realization)			I used to be you.					AARON			Down the hall by the washing machine.					RUSSELL			What?					AARON			The bathroom.					RUSSELL			Okay.  Good to know.	Russell rises and squeezes past fans and heads down the hall.	85    INT. AARON'S HALLWAY - NIGHT					85	William follows Russell protectively.					PASSING FAN # 1			WOOOOOOO!!	A QUIET GIRL, 14, turns and watches Russell pass.  We linger	on her face for just a moment, full of wonder.					WILLIAM			We should probably head back sometime.	Russell ignores him.					PASSING FAN # 2				(holding red cup)			Watch out, there's acid in the beer			that's in the Red cups.	Russell looks at the cup in his own hand.  It's white.  Then,	with his other hand, he grabs the red cup and drains it.	William winces.  They move on.					RUSSELL			Topeka.  Check it out.	Russell enters the bathroom.  William stands guard.  With a	finger outstretched from each hand, he lectures the fans massing	in the hallway.					WILLIAM			Please don't give him any more acid.	86    INT. LIVING ROOM -- NIGHT -- TWENTY MINUTES LATER			86	William watches as a wobbly Russell Hammond, in sunglasses	now, goes through Aaron's record collection.  He places the	albums over his face, like masks.					RUSSELL			Faces.  Stones.  Sa-weet Baby James!!			None of these people are gonna be around			in twenty years!  Plastic begets			plastic!!   Black plastic.	Partygoers are strangely fascinated by the rock star in their	living room.								 INTERCUT:	87    INT. BACK BEDROOM -- NIGHT					87	William waits anxiously to use the phone, keeping an eye on	Russell.  Russell is now strangely twisting/dancing with four	girls in the living room, as more cars arrive outside.					KID ON PHONE			He's here right now!  Go ahead and put			it Out over the radio, tell people to			bring food And beer and chicks.  We're			at Rural Route # 4 -					WILLIAM			No no.  Nope.  No.	William takes the phone and hangs up.  Keeping an eye on Russell	in the next room, he dials from a tour itinerary sheet.					WILLIAM (cont'd)			Dick Roswell, please?				(beat)			Dick!!  I got him!!  He's okay... I've			been Looking after him.  He's on acid,			though.  I can't Really tell.  How do			you know when it's "kicked in?"	88    EXT. AARON'S BACKYARD - NIGHT					88	Russel stands on the jutting corner of the house rooftop.	The unlit, unheated greenish family pool beckons to him below.	It's kicked in.					RUSSELL				(bellowing to the heavens)			I AM A GOLDEN GOD!!	Russell cackles at the joke of it all.  William yells up from	down below.					WILLIAM			Hey Russell -					RUSSELL			I AM A GOLDEN GOD!!					WILLIAM			Don't jump, okay?					RUSSELL			And you can tell Rolling Stone Magazine			my last words were -	He spreads his arms, and tries to think of last words.					RUSSELL (cont'd)			-- I'm on drugs!!	The kids cheer.  William looks around, remains cool.  Yells	upward in the cold night air.					WILLIAM			I think we should work on those last			words.					RUSSELL			Critic!!					WILLIAM			No, I'm not -					RUSSELL			Okay I got it.  I got it.  I got it.			I got it.   This is better.  Last words			-				(spreads his arms, his			greatest realization)			I DIG MUSIC!!	It gets a skimpy reaction from the partygoers.					RUSSELL (cont'd)				(immediately)			I'm on drugs!!	They applaud again.					WILLIAM			Just come on down!!					RUSSELL				(matter-of-fact)			Okay.	He jumps from the roof into the cold, algaed water below.  He	sinks immediately.  One kid jumps in, then another, then more.	Everybody wants to save Russell.	89    EXT. AARON'S NEIGHBORHOOD -- EARLY MORNING			89	It's getting lighter.  Cars line the street.  And now, finally	turning the corner, is Doris the Bus.	90    INT. KITCHEN -- MORNING						90	William watches the effects of personal charisma.  Wet	partygoers surround Russell, bottle of Jack Daniels still in	hand,  wrapped in towels.  Now a bond has passes between them,	all of them.  Algae drips from the corner of Russell's face	and neck.					RUSSELL			Thanks for saving my life.  I won't			hold it against you.	Twenty different kids thank him for the opportunity.  ("Glad	to do it," "Right on," "Damn straight.")	91    INT. LIVING ROOM/KITCHEN -- MORNING				91	Door opens.  Dick enters.  Finding the guitarist in the kitchen,	he clicks into time-tested road-managerial maintenance.  Easing	Russell out of his towel, slipping his own jacket around him,	from Russell's hands.					DICK				(privately)			They've been crying for you like a			bunch of whimpering pussies --					RUSSELL				(woozy)			The band is over.  This is my family			now.					OTHERS			Right on.  He's staying with us.					DICK				(soothing)			Definitely.  It's all over.  We'll			just ride on to Greenville, listen to			some great music, finish the tour, and			leave those ungrateful fools behind.			And then we'll come back here, where			you'll live.					RUSSELL			I know what you're doing... and I like			it.				(noticing William)			Look at him.  He's taking notes with			his eyes.				(beat, to Dick)			How do we know he's not a cop?	William laughs painfully, as Russell moves in, eyes flaring	with sudden paranoia.					RUSSELL (cont'd)			He could be selling information!					DICK				(to Russell)			Easy.  He's your Guardian Angel.	Russell turns away.  William shrugs with style, but his	lingering look is filled with hurt.  Dick guides Russell to	the door, grabbing the kid and talking very directly to him as	they move.					DICK (cont'd)			Don't worry.  He only means half of			what he says.					WILLIAM			Which half?					DICK			Good question.					WILLIAM				(very direct)			I have a lot more.  Just help me get			my interview so I can go home from			Greenville.  I have to go home.				(pulls him back)			I have to go home.					DICK			Hey.  You saved the tour.   That's			good enough for now.	Frustrated but feeling important, William hands him some of	Russell's wet clothes. William deftly retrieves Russell's shoes	and smoothly plucks the guitarist's sunglasses from the	partygoer who also wears his belt.  They move to the door in a	pack.  We hear the beginning of Elton John's "Tiny Dancer."	Dick faces the crowd and addresses them in his "important"	stage voice.					DICK (cont'd)			Ladies and Gentlemen, the evening is			over!  We hope you've enjoyed			yourselves, and we'll See you again in			1974!!  Good evening!!	William gives Russell his sunglasses to face the sunlight.	Russell stumbles out of the house to great cheers.  The Quiet	Girl breaks free to catch Russell on the way out.					QUIET GIRL			I'll never forget you.	Dick pats William's arm one more time -- good work.  They leave	Aaron's house as legends.	92    INT. TOUR BUS -- MORNING - 5 AM					92	"Tiny Dancer" continues on the bus stereo.  Russell sits up	front, swathed in a large robe, alone and silent.   The others	have given him a wide berth.  He feels silly, and they know	it, and he hates that they know it, which makes him feel	foolish.  He sits silently.  William watches him from four	rows back, next to Penny.  She kisses the top of his forehead,	a hero's welcome. He yawns. The song's vocal begins.  There is	only more silence.  Then, after a beat, we hear a voice or	two, fighting the quiet and singing along.  Then others...	waking up... joining in.  Then Jeff.  Russell hears them and	starts to sing along too, louder now, without turning around.	It's a voice everyone wants to hear.  Like it or not, this is	his family.									FADE OUT	FADE IN:	93    EXT. HIGHWAY -- DAY						93	Passing signs announce Greenville, North Carolina.	94    INT. LESTER BANGS BEDROOM - DAY					94	Lester on the phone.  He is paler than ever, in a room clogged	with vinyl, happily listening to the MC5 in the background.					LESTER			How's it going?								 INTERCUT:	95    INT. WILLIAM'S HOTEL ROOM - DAY					95	It's a small wooden-walled hotel room in Greenville.  Polexia	tries on clothes.  William barely notices as he talks to Lester	on the phone.					WILLIAM			Rolling Stone is calling me.  I don't			have my key interview.  I don't know			what to say.					LESTER BANGS				(pacing, assembling thoughts			with his hands)			You're flipping out.  That's good.			Alright.  This is how you blow their			minds.  He'll ask you - this is Ben			Fong-Torres, right? - he'll ask you			how the story's going.  Here's what			you do - let's fry his mind.  Tell him			"it's a think piece about a mid-level			band struggling with their own			limitations in the harsh face of			stardom."  Ha ha!!  This is fun!	William scrambles to make notes.					WILLIAM				(madly copying)			... think... piece...	CLOSE ON WRITING	Longhand small script on yellow legal tablets.	96    INT. HOTEL BATHROOM -- NIGHT					96	William sits in the tub, without water.  It's his makeshift	office, he's surrounded with scraps of notepaper.  He writes	savagely, and now, savagely throws it away.	97    INT. HOTEL BEDROOM -- NIGHT					97	In the bedroom, Sapphire, Polexia and Penny watch The Midnight	Special.  Sapphire looks at a room service menu.					SAPPHIRE			It says the food is hearty and			adventurous.					POLEXIA				(yawns)			Greenville.  I'm bored.	Penny yawns too, it's catchy, and rises to visit the bathroom.					POLEXIA (cont'd)			Hey let's deflower the kid.	Now Sapphire yawns, looks in her purse.					SAPPHIRE			Who his the quaaludes from me?	98    INT. HOTEL BATHROOM -- NIGHT					98	Penny enters to see William writing in the tub.  She sits on	the toilet to pee.  Flustered:					WILLIAM			Wait.  I'll leave.	He gets up, knocking his carefully organized notes onto the	floor.  He is brimming with things to say.  More than he is	even able to communicate.					WILLIAM (cont'd)			You know, I think this is going			backwards for me.					PENNY			Backwards?					WILLIAM				(flustered)			I don't know.  I just thought we could			hang out, maybe do some stuff back			home, regular stuff, get to know each			other better... and then I'd see you			pee.  I mean, that's the way I usually			do it.					PENNY			You're one of us.  It's no big deal.					WILLIAM			I'm not one of you.					PENNY			Oh!  If you go to Cleveland, Bowie's			going to be there at Swingo's, the			greatest hotel in America.  I'll			introduce you to him, and his security			guy Dennis.	William stops at the door.					WILLIAM			Don't you have any regular friends?					PENNY			Famous people are just more interesting.	He looks at her.  Even sitting on the can, she's elegant and	totally focused on him.					WILLIAM				(carefully)			Well, I would be worried that they			were using me.  And not that anybody's			using you, but -	She swoons a little, touched and moved.					PENNY			Boy, if this was the real world and			some guy talked to me like that -					WILLIAM			Let me finish.				(continuing)			I'm not famous.... but you could always			use me.   If anything happens.  And I			would never use you.  Even if I got			famous.  So you know, you always have			that from me... in the real world.  If			you ever have to go back there, for			anything.	She looks at him curiously, as the door blasts open.  Sapphire	and Polexia head for William.					SAPPHIRE			Your time has come.					WILLIAM			Did he call?				(realizes their intention)			What are you -- stop it -- we're talking			here.					SAPPHIRE			Pants him.  Opie must die.	They swarm him, dragging him kicking into the bedroom.	99    INT. HOTEL BEDROOM -- NIGHT					99	Steely Dan, looking pale and somehow snappy, perform "Do It	Again" on The Midnight Special.  The girls force William onto	the bed, and envelope him.  Their sexuality is fun, untroubled.	Shot moves past bodies crossing frame, onto William's face.	ANGLE ON PENNY	Across room, sitting and watching.					SAPPHIRE			Just relax.  Take a vacation from			yourself.  Leave this to professionals.	Estrella and Polexia kiss each other playfully.  William looks	confused.  Across the room, Penny laughs, turns up the TV,	blows him a kiss.	Penny's eyes.  Across the room.	His eyes.	His sexual awakening may be downtime amusement for them, but	to him it's an embarrassingly  intense moment he shares only	with Penny Lane -- across the room.  She turns away, smiling,	disappears into the next room.	ON STEELY DAN	On the television.								 DISSOLVE TO:	99A  INT. BEDROOM - NIGHT - TWENTY MINUTES LATER - HANDHELD		99A	Post-sex pajama party.  Sapphire, Estrella, and Polexia girltalk	about their first rock and roll conquests.  Penny is conspicuous	by her absence.  William is under the sheets, listening, feeling	different, now a man and somehow one of the girls too.								 DISSOLVE TO:	100   INT. BEDROOOM -- NEXT MORNING					100	William is awake.  Sunlight floods in from the corners of the	window-shades.  He is surrounded by the fallen cavalry of the	night before... Sapphire and Polexia.  The phone rings, and	Sapphire instantly snaps it up, still asleep.  Lost in her	dreams, she offers the sexiest hello ever.					SAPPHIRE				(half-English accent)			Hello.  Hi, Ben-Fong-Torres from Rolling			Stone.	William snatches the phone.					WILLIAM				(lowers voice)			Hello.	101   INT. BEN FONG-TORRES' KITCHEN -- SATURDAY MORNING			101	Ben Fong-Torres is up bright and early.					BEN			Hello William, this is your editor at --	He offers the name of the magazine with a swirl that implies	high-level importance.					BEN (cont'd)			Rolling Stone.  How's the story?	INT. GREENVILLE HOTEL ROOM -- CONTINUOUS	William snaps into his very professional tone of equally grave	importance.					WILLIAM			I'm getting good stuff out here.					BEN			Sounds like it.	Next to him, Polexia yawns herself awake.					POLEXIA			Man, I need some -	He clamps a hand over her mouth.					BEN				(jocular but tough)			Now listen.  Get it together.  We're			both professionals, I don't have to			tell you this.  You're not out there			to join the party -- we already have			one Hunter Thompson.  You're out there			to interview and Report.  You got me?			This isn't Creem Magazine, it's Rolling			Stone.  We need this story in four			days.  Now I want to know how it's			shaping up.					WILLIAM			It's a think-piece about a mid-level			band grappling with their limitations			in the face of the harsh glare of			success.					BEN				(pause)			I like what we're saying.  Let me try			and get you a thousand more words.			It's in consideration for the cover,			but don't tell the band.					WILLIAM				(conflicted)			Crazy.	The kid hangs up, now shouldering even more pressure.  He	unclamps Polexia's mouth.					POLEXIA			- coffee.					SAPPHIRE			Me too.  Greenville is so boring.				(to William)			Any other city in the world and you'd			still be a virgin.					WILLIAM			I'm going out to find Russell.					SAPPHIRE			Will you take the laundry?					WILLIAM				(to the girls)			What am I to you?  Tell me right now!			What. Am.  I.  To.  You.	102   INT. HOTEL HALLWAY - DAY						102	Circles have sprouted up under William's eyes.  The orange bag	strapped over his shoulder, he lugs a huge bag of laundry.  He	consults room list.  A variety of noises and smells drift from	the band rooms.  He sees Room Service arrive at Dick's door,	and it's Estrella who opens the door.  (Dick in the	background.)  She smiles sweetly to William -- good morning --	as the door shuts.					WILLIAM			Houdini... Houdini...	He arrives at Russell's door.  Two exclamation points have	been Sharpie-markered to the words Do Not Disturb on the sign	is gaffer-taped to his door.  He looks through the crack, at	the bottom of the door.  Carefully and politely, he knocks.	Instantly:					RUSSELL (O.S.)			GO AWAY!	Pissed, the kid flips off the door.  He sits down on a chair	directly across from the room.  Push in on William, who is	more pent-up than ever.  He tries hard not to cry, taking	gulps of air as a maid cart swishes past, revealing... he's	failed.  He cries.	FADE UP FROM DARKNESS	A super-energized Russell Hammond looks into William's sleepy	face.  William's eyes open.  His own sleepy face is evident in	Russell's sunglasses.  The bag of laundry is still at his feet.					RUSSELL (cont'd)			We'll do the interview in Cleveland!					WILLIAM			No.  I can't.  You've got to help me.			I have to go home.					RUSSELL			Come on man, we'll have more time there.			Don't be tense!!	He begins rubbing the kid's shoulders.  He's waking up.  There's	Penny, also rubbing his shoulders.  It is degrading... and	somehow cool too.					WILLIAM				(to Penny)			You said you'd help me.					PENNY				(massaging)			Come to Cleveland.					RUSSELL				(massaging, hypnotically)			Come to Cleveland... Come to			Cleveland...					WILLIAM			I can't!!					RUSSELL			Can we help it if we like having you			around!	William is a bundle of nerves and exhaustion now.  Embarrassed	and frustrated.					RUSSELL (cont'd)			Cleveland, my man.  You can't miss out			on the Rock Mecca of the midwest -			you're with us.  It's all happening!					PENNY			Rock and roll!					WILLIAM				(weary)			Rock and roll.	We hear David Bowie's live version of "Waiting for the Man."	103   INT. HOTEL ROOM -- DAY						103	They sit together, hair askew, in sunglasses, resting against	the headboard.  Carefully, Russell identifies his thoughts.					RUSSELL			I feel... like his parents.	Penny runs a worried hand through her hair.					PENNY			I know.					RUSSELL			I wonder how that happened.					PENNY			You ever notice that all our sentences			begin with "I?"					RUSSELL			I hadn't, no.					PENNY			'Cause we should work on that.	He looks at her, plays the guitar a little.	104   EXT. HIGHWAY - NIGHT						104	Night.  Doris rocks toward Cleveland on a muggy summer night.	The windows of passing houses offer rich Edward Hopper glimpses	of lives and people William will never meet.	105   INT. WILLIAM'S BUS BUNK - NIGHT					105	William watches from his bus bunk at the back, head on elbow.	Looking up, he sees the rhythmic motion of bodies on the	mattress above him, as music continues.	William gets up, nods hello to the Roadie and his Date on the	bunk above.  He moves down the aisle... to the seats near the	front.  A sleeping Russell sits upright, hugging his guitar.	Penny asleep next to him, Polaroid in her hand of... Russell	sleeping.  The kid moves on.  He sits with the Bus Driver,	whose CB crackles with chatter from other tour buses headed to	Cleveland.	ON THE FIRST SIGN - LATE NIGHT	Cleveland signs.  Music rises.  Heads pop awake.					RUSSELL			Cleveland!	106   EXT. DOWNTOWN CLEVELAND - LATE NIGHT				106	Like a slow-moving shark, Doris pulls into empty downtown	Cleveland.  The streets are empty.  They pass the Agoura	Ballroom, where a man with a long stick arranges the letters	Stillwater on the marquee.   Applause in the bus.	107   INT. SWINGO'S CELEBRITY INN - LATE NIGHT/EARLY MORNING		107	Russell and band enter like warriors, in a pack.  William sags	with the heavy bags in hand and over his shoulder.  Here, in	the middle of the midwest, is an explosive rock mecca, just as	promised.   The feeling of belonging invades all those in this	lobby.  Fans and other touring rockers mingle together.	Outside in the real world, everyone else is going to work.					FAN			It's Bowie!	The lobby ignites, as William stands near Penny and Russell.	Bowie races from a limousine through the lobby and into the	elevators.  He is shrouded by a jacket.  Just the top of his	electric red hair travels the lobby, as he's hustled by security	man Dennis in the elevator.  And out of the chaos comes...	108   INT. HOTEL ROOM - DAY						108	Jeff Bebe and Polexia smash against the wall of the Swingo's	hotel room, making love.	109   INT. HOTEL ROOM - DAY						109	Russell and Penny Lane smash against their own wall.	109A  INT. ARENA - NIGHT						109A	Dick squats at the front of the stage, and talks to a few fans	in the front row of this crowd.	110   INT. BACKSTAGE CLEVELAND PAY PHONE - NIGHT			110	A wild Cleveland crowd in the building.  The cities on this	tour are getting bigger, and so are the audiences.  And there	is a whiff of business now too.  Men in satin tour jackets and	some Disc-jockey types cruise the backstage.  A Hysterical Fan	is led screaming to the nearby medic room.  Few even react -	it's Cleveland - as the shot finds William, tired and yawning,	on the backstage pay phone.  He is absolutely ready for the	worst.					WILLIAM			Hi Mom.  I'm in Cleveland.	He listens stoically.  Larry and Ed watch nearby.								 INTERCUT:	INT. LIVING ROOM -- NIGHT	Moms sits in silence.					WILLIAM (cont'd)				(rehearsed)			I'm fine! I'm fine!  I'm flying back on			Monday Morning.  I'll only miss one			test.  I'll make it up.	Russell listens in, holding his guitar, laughing.					RUSSELL			Tell her you're a slave to the groove			- you can't help it!					WILLIAM				(covers phone)			No.	Russell grabs the phone, talks to the silent mother on the	other end.					RUSSELL			Hi Mom!  It's Russell Hammond, I play			guitar in Stillwater!   It's my fault.			How does it feel to be the mother of			the future of rock journalism?				(beat)			Hello?	Silence.   Penny passes and stands near William, smoothing her	pass.  They watch a new pack of groupies prowl the road-crew.	They are more glam, more trashy and less selective.  They glare	insolently at Penny Lane.  This is the future.					RUSSELL (cont'd)			You've got a great kid -- nothing to			worry about!  We're taking care of			him!  And you should come to a show			sometime!  Join the Circus!					ELAINE			Listen to me.   Your charm does not			work on me.  I'm onto you.  Of course			you like him.					RUSSELL			Yes.					ELAINE			He worships you people and that's fine			with you, as long as he helps make you			rich.					RUSSELL				(a nerve is struck)			Rich?  I don't think so -					ELAINE			Listen to me.  He's a smart, good-			hearted, 15 year-old kid, with infinite			potential.	Russel looks over at the kid, eyes narrowing as he processes	the truth.  He's 15?					ELAINE (cont'd)			This is not some apron-wearing mother			you're talking to.  I know about your			Valhalla of Decadence, and I shouldn't			have let him go.  He is not ready for			your world of compromised values, and			diminished brain cells that you throw			away like confetti.  Am I speaking			clearly to you?					RUSSELL			Yes, ma'am.					ELAINE			If you break his spirit, harm him in			any way, keep him from his chosen			profession -- which is law, Something			you may not value but I do -- you will			meet the voice on the other end of			this telephone.  And it will not be			pretty.    Do we understand each other?					RUSSELL			Yes... yes...					ELAINE				(always the teacher)			I didn't ask for this role, but I'll			play it.  Now go do your best.  "Be			bold and mighty forces will come to			your aide!"  Goethe said that.  It's			not too late for you to be a person of			substance.  Get my son home safely,			I'm glad we spoke.	She hangs up.  Russell hangs up, oddly affected and shook up.					WILLIAM			Some people get her.  Some don't.	Russell is still recovering.  William feels embarrassed by his	mother, once again.	111   ON THE HUDDLE							111	William with the band.  He yawns, as the band breaks.  Cleveland	awaits.  We follow Dick, who guides the band onto the stage	platform, still in darkness.  Already, stomping and applause	is mounting.  Russell turns to William before taking the stage:					RUSSELL			Your Mom kind of freaked me out.					WILLIAM			She means well.	Still rattled, he takes the stage.  We see the unbridled	enthusiasm of the faces on the front row.  A wave of cigarette	lighters stretch out before them.					DICK				(importantly)			From Troy, Michigan...	Russell thwacks a couple chords.  Audience thunders.  He turns	to other members, feeling chills.  It's in these moments that	everything else disappears.  They bow and wave, still in	darkness... each member seems to have his own fans.  Dick lets	all this play out before finally adding...					DICK (cont'd)			Would you please welcome to Cleveland...	More applause.  This is very very very very fun.					DICK (cont'd)			Stillwater.	Lights come up.  A full blast of audience love hits them right	in the face, as they begin "Fever Dog."  The band charges	headlong into their set, as various fans are squeezed up out	of the crowd and onto the stage.	HANDHELD ON RUSSELL	Who is in the middle of playing, as he smoothly whips off his	guitar, and uses the instrument to send a Frenetic fan back	into the crowd.  He slips back under the strap, laughing.	More stage climbers spring up where that fan came from, and	Russell now watches as Jeff Bebe dodges a fan and comes over	to Russell to lean on him.  Russell turns to share the moment	with Penny, dancing with arms in the air at the side of the	stage.	112   INT. DRESSING ROOM -- NIGHT					112	William in the dressing room, eyes red with exhaustion, finally	interviewing Russell.  He holds the mike stoically.					WILLIAM			So when you play a great show like			tonight...	Dick enters with great urgency.					DICK			Okay.  I need everybody's attention.	The kid shuts his eyes.  He knew this would happen.					DICK (cont'd)			Alright, well, the rumors are true.			The record company has sent a big-time			manager here to try and talk you into			replacing me.  His name is Dennis Hope.			I know you've all heard of him.  He's			got all the big bands.  He's right			outside.  He wants five minutes with			you right now.  I think we gotta do			it.					RUSSELL				(pissed)			Then bring him in.	William shuts off his tape recorder.					JEFF				(arrogant)			Bring him in!  We'll send him out on a			rail!					RUSSELL				(to William)			We'll finish on the way to Boston.			You can fly home from Boston.	William nods, exhausted, as Dick opens the door.  In walks a	small general of a man in a baseball t-shirt, well-trimmed	beard and bowl cut.  He holds the super-new Halliburton	briefcase.  He is DENNIS HOPE, 25.  A man from the midwest,	with a vision of the future of rock and roll.  Already in his	head are all the things that will come to pass.  Higher ticket	prices.  Merchandising deals.  Greater distribution and	accounting of album sales.  He shrugs hello to the band.					DENNIS HOPE				(completely unthreatening)			Hi.					RUSSELL			We already have a manager.  He's been			with us from the beginning.	Hope appreciates the lack of small talk.  He strides the room	with the joyful enthusiasm of a kid who wants to build a fort.	Russell watches, dismissive, holding his guitar.					DENNIS HOPE			Respectfully.  We all have our roots.			I believe in bands holding onto their			roots.  But those roots need to be			augmented.  I'm gonna tell you the truth			- I may enrage some and enthrall others.			I don't really give a fuck.   Your			manager here needs a manager.  Example.			If you hadn't run out on the contract in			Phoenix, you could have sued over			Russell's hand... but you left, negating			the contract, forfeiting the deposit,			and you effectively traveled a long			way to pay that promoter... to			electrocute you.	Russell looks at his hand.					DENNIS HOPE (cont'd)			We can all work together.  Your damages			have put you way into the hole for			this tour.  Right now you owe the record			company more than you've got.  But			your record's selling, there's money			to be made.  So I've brought a plane			in, we can add more shows to make-up			the difference.   Respectfully.					RUSSELL				(immediately)			We travel by bus.					JEFF			Doris is the soul of this band!  That			bus has been our home since we were			the Jeff Bebe Band.	Dick watches his loyal band with admiration.					DENNIS			Hey man -- it's travel on a pogo stick			if I thought we'd make more money.			You can play more dates with a plane...	112A  INT. CLEVELAND ARENA - NIGHT - SAME TIME				112A	Penny Lane stands on stage facing the empty arena.  The roadies	have packed up and moved on. She is alone in the poetic and	trash filled structure that was just hours ago filled with	people.  (Behavior to come)							 INTERCUT WITH:	112B  INT. DRESSING ROOM -- NIGHT					112B	The band meeting continues.					RUSSELL				(passionate)			Hey man, it's not about the money!  It's			about Playing music, and turning people			on!	The band agrees.					DENNIS HOPE				(delicately)			Yes, of course.  Clearly.			Respectfully.   But on the distasteful			subject of money.  Just know.  You're			making it -- right now -- and it's all --	He gestures to infinity.					DENNIS HOPE (cont'd)			-- out there.  I'm just talking about			bringing it --	Bringing his hand together in a fist, he returns it, close to	his heart.					DENNIS HOPE (cont'd)			-- back here.	The band looks at Dick, who manages not to be speechless.					DICK			But why should we pay you for something			we can do ourselves?					DENNIS HOPE				(immediately)			Do you know how to keep from getting			charged for the ice below the			floorboards of Chicago Stadium?			Do you know how to do a headlining			tour, do you Claire Rothman at the			L.A. Forum?  Do you know Bobbi Cowan,			Lisa Robinson, Jim Ladd, Frank			Barcelona?				(look around, amazed)			This is Cleveland. Where's Kid Leo??				(basics)			Do you know how you get a record not			pressed but played?  Do you know?  I			didn't invent the rainy day, man.  I			just own the best umbrella.	He laughs.  It's fun.  Band members are now listening, curiously	spellbound.					DENNIS HOPE (cont'd)			Because as much as you may believe that			it will last forever, it does not last			forever... your biggest fan right now			soon they're going to go to college,			gonna wanna buy clothes, spend that money			some other way, and you know what?				(the final insult)			They'll tape your record from a friend's			copy.	Russell stops fingering his guitar.  Shot moves across the	faces of the band members.  Pain.					DENNIS HOPE (cont'd)			You've got to take what you can, when you			can, while you can.  And you've got to do			it now.  That's what the big boys do.	The band squirms, but listens.					DENNIS HOPE (cont'd)			Because if you think Mick Jagger will			still be out there trying to be a rock			star at age fifty, you're sadly sadly			mistaken.	Now he's reaching them.  Their slackened roar-weary faces stare	back at the young dynamo.					DICK				(flustered)			Yeah, well... we'll think about what			you said.					DENNIS HOPE				(casually)			No no.  You don't understand.  I'll			think about it.  I'm not auditioning.			I came here to decide whether I want			to represent you.  So I'll stand outside			for a moment, and think about whether			I want to stay.	He leaves the room with a pleasant shrug.  Stunned silence.	William watches their body language.  No one wants to talk	first.  Their faces read as -- who was that guy, and how can	we talk him into staying?	113   INT. PLANE -- DAY							113	William watches as the band stands inside the new plane.  Dennis	Hope looks on.					RUSSELL			This is not us.   This is too much.	He looks around for support.  Grim nodding faces.					RUSSELL (cont'd)				(impressed at seat)			This is too much.	William watches as Russell reclines.  Russell grabs Penny, and	she falls into the seat next to him.   We hear the loud oncoming	sound of the plane in flight, as Dennis cooly asks for Penny's	seat.					DENNIS HOPE			Do you mind?	114   EXT. PRIVATE AIRPORT -- DAY					114	Doris the bus stays behind in the parking lot, abandoned near	a field.  The new plane lifts off in the background, as the	bus sits alone, as if crying steel tears.  Bus Banner reads	simply: CLEVELAND.  Reprise ending of Whole Lotta Love.	115   INT. PLANE  NIGHT							115	The girls sit on the jumper seats at the back of the plane,	with William.	116   INT. BOSTON HOTEL ROOM HALLWAY -- DAY				116	William trudges the hallway with tape-recorder and notebook,	trolling for Russell.   He passes Boston travelogue posters on	the walls.  A few room doors are open, he looks for any sign	of the guitarist.   William veers into Dick's room, where a	poker game full of Roadies is in progress.  The room is thick	with exotic smoke.   They are a bunch of road-hardened snobs,	smoking cigars and other items, famous to themselves, listening	not to rock and roll... but Sarah Vaughn.					WILLIAM			Anyone seen Russell?					DICK			The Enemy!	Door widens to reveal Russell.					RUSSELL			Hey!  Welcome to the Road Crew Poker			Party.  This game's been going of for			two years.					DICK			That's Mick - he's with The Who.  That's			John - with J. Geils.  And that's			Richard with the Eagles... and you know			The Wheel.					THE WHEEL			Hey.	Grumbling roadies continue playing.  Like an old pro, the kid	turns down a Cola-can hash-pipe.  This hand is down to Dick,	and a roadie named REG from Humble Pie.					DICK			Side proposition.  For fifty dollars			and a case of Heineken, I will put			into the pot... three Lovely Ladies,			Including the famous Penny Lane... the			Band-Aids, who need to exit our tour			before New York...					REG			It's a deal.  Show 'em.	Dick lays down three tens.  Reg lays down three Kings.  Dick	loses.					DICK			Three Lovely Ladies... now in the			custody of Humble Pie.					REG			Alright, so we owe you fifty dollars			and a case of Heineken.	Embarrassed, Russell notices the kids face.  He leans over,	and speaks confidentially to him.					RUSSELL			Look.  Nobody's feelings are getting			hurt here.  She already knows Leslie's			coming To New York tomorrow.  They all			understand.  This is the Circus.			Everybody's trying not to go home.			Nobody's saying goodbye.					WILLIAM			No, I got it.					RUSSELL			These are the Rules that come with			every electric Guitar and every			amplifier.  They're not just written			anywhere.  Rock and roll, brother.  No			attachments.  No boundaries.	But the kid feels bad, and Russell knows it.					RUSSELL (cont'd)			Quit looking at me like that.	116A  INT. HALLWAY - AFTERNOON						116A	The kid is still stuck on the road.  He is in hell now.	Wearily, with deep circles under his eyes, he shuts his eyes	for a moment.  Another band is moving through.					SABBATH ROADIE			Keep this hallway clear!	117   INT. BACKSTAGE TRAILER/DRESSING ROOM -- AFTERNOON			117	William and Penny sit on opposite ends of a blue locker-room	bench.  It's a small dressing room, crowded with roadies,	guitars and men in stages of half-dress.  Piles of luggage	headed for New York sit by the door.  The door suddenly opens	and Dick arrives with champagne and a cake decorated with a	sparkler.  It is placed in Penny's lap. It reads: Unforgettable	Penny... Age Unknown.  Boston, 1973.   They gather now as the	cake sits before a surprised and enchanted Penny Lane.					DICK			Happy Birthday from us.	William watches her face as she reads the message on the cake.	It hasn't sunk in yet.	Russell produces a piece of hotel stationery.  He reads a poem.					RUSSELL			So Penny our friend has gained another year.			But long ago, she threw it in gear.			She rocked the south			The East and West.			Could you please get off this endless tour			Where we're Black Sabbath's fucking			 special guest?	Laughter.					RUSSELL (cont'd)			She says she's retired			Though we've heard that before.			She chose us...			And in Penny Lane we trust			She is a fan of this band.			Much more so than us.	William watches her face.  Still enchanted, she hands out slices	of the cake.					DENNIS HOPE				(to the point)			Sorry the plane isn't bigger.	It hits her.  She looks at William for a clue.  His truthful	face does not look away.  Now she knows.  She turns to the	others -- the plane isn't bigger?  Shot moves in on Penny as	she blinks just a little, cutting into the cake, still mugging	for everybody, covering it all with a layer of sweet giddy	laughter.  Shot comes to rest behind her, her head turning to	connect with band members.  Each of them look away, nobody	maintaining eye contact with her except the one she now doesn't	look at.  William.  She blows out the candles, vamping Marilyn	Monroe-style, and sucks off the frosting seductively, to cheers.	Russell watches, as we push in on Penny.  She notices all the	luggage is gone, only her two cases remain by the door.	118   EXT. CONCORD PAVILLION BACKSTAGE -- EARLY MORNING			118	William exits a backstage Portosan.  Penny catches him by the	grilling area where catering is preparing for the outdoor event.	Their laminated passes swing from around their necks.  Thuding	in the distance, Stillwater plays for a cheering outdoor crowd.	The sound of summer insects in the air.					PENNY			So it wasn't a birthday party, it was			a farewell.	William doesn't answer.  He looks at her, blowing some hair	out of her face.					PENNY (cont'd)			You think you can fool me.  I read			you.  I know what you're thinking.					WILLIAM			What's that?					PENNY				(touched)			You're worried about me and Russell.					WILLIAM			Yeah.  I gotta work on that.					PENNY			You're so sweet.  God -- if there was			more of you in him...					WILLIAM			Don't tell me this stuff.  I want to			like him.					PENNY				(concerned for him)			Did you miss your test or something?	He shakes his head.  It's so beyond a test.					PENNY (cont'd)			I know I'm not on the plane, and I'm			not going on some other band's bus.  I			mean, I could go with the Sabbath road			crew, but that would be pathetic.  The			girls are all going with Humble Pie.			If you could find out from Russell --					WILLIAM				(quietly)			Penny -					PENNY				(a decision)			Forget it.  I'm flying to New York			myself.  I have a bunch of partial			tickets.  I know his ex-wife, current			girlfriend's going to be there -	William's eyebrows rise.  She examines his face for clues.					WILLIAM			-- I'm not sure that's a good idea.					PENNY				(overlapping)			What?  What are you saying?  What do			you know?  Did Russell say something?					WILLIAM			I don't know anything.					PENNY			I know he wants me there.  He gave me			a cake.  He wrote me that sweet poem.					WILLIAM				(loud)			Wake up!  Don't go to New York!					PENNY			What are you telling me?	She looks so achingly beautiful to him.					WILLIAM			Because you're not who you said you			were!  I thought you were retired!					PENNY			You're right.  I'm not who I said I			was.  I'm just like you. I love music,			so this is my family.  Some people			like tractors, and they hang out with			tractor people.  What's the worst that			could happen if I go to New York?				(little girl)			"I get my little heart broken?"					WILLIAM			Oh no.  Never you!  You eat people			alive!	She tears some leaves off a tree.  He looks at her, unable to	formulate a response.					PENNY				(accusatory)			I'm sorry I told you so much.   You			have some way of making everybody tell			you all their secrets.					WILLIAM			That's a good one.  Tell me too much			and make it my fault.	He continues walking, she follows.  They have ventured outside	the backstage area, onto adjoining Boston farmland.  The show	booms in the background.					PENNY			Come on.  You've seen what's happened.			Russell and I fell in love.  How much,			I don't know... but this is the first			time I've fallen for someone, really			fallen... since Iggy, and I'm not happy			about it.					WILLIAM				(beat)			You slept with Iggy Pop!?	She says nothing.					WILLIAM (cont'd)				(sputtering)			Why don't you just tell me now, who			else -- so when I go to the record			store, I know who to be jealous of.			Because right now, it's looking like			the whole store!	He's upset.   She stares at him.					PENNY				(teasing, defiant)			You'll remember me forever.  I was			there when you lost your virginity.					WILLIAM				(upset at the memory)			So was Steely Dan!  It was a crowded			room.	She laughs, can't help it.  Then:					PENNY			You make me laugh.  I think I'm gonna			cry.					WILLIAM				(continuing)			I thought we were going to Morocco!			There's no Morocco.  There's never been			a Morocco.  There's not even a Penny			Lane.  I don'teven know your real			name.					PENNY			If I ever met a guy in the real world,			who looked at me the way you just looked			at me...					WILLIAM			When and where does the real world			occur?  I am really... confused here.			Fuck!  All these Rules And all these			sayings... and nicknames...					PENNY			You know -- you're too sweet for rock			and roll.					WILLIAM			Where do you get off... where do you			get "sweet?"  I'm not sweet.  I'm dark			and mysterious and pissed-off and I			could be very dangerous to all of you...			I'm not sweet, and you should know			that about me!  I am The Enemy.					PENNY			You're not any of those things and			that's what I love about you.	William stands there in disbelief, unable to look at her.					WILLIAM			You fall in love to keep from falling			in love.					PENNY			I don't want to go home!					WILLIAM			Well, I have to go home.  And you never			helped me.					PENNY			Yes I did.					WILLIAM			That disc-jockey in Arizona got a better			interview than me... and he was asleep.	He starts walking back to the stage.  She follows.  They are	two very young kids thrashed by the seas of rock and roll.	His frustration increases.  She just doesn't get it.  Applause	in b.g.  She grabs his shirt.					PENNY			Look.  You should be happy for me.			You don't know what he says to me in			private.  Maybe it is love.  As much			as it can be with someone who --					WILLIAM				(blurts)			-- sold you to Humble Pie for fifty			dollars and a case of beer?  I was			there!	He is instantly sorry.  Her world privately crumbles, but she	tries to remain stoic and carefree.					PENNY			What kind of beer?	119   INT. HUMBLE PIE CREW TRUCK -- DAY					119	Sapphire, Polexia, and Estrella bump along to the music and	the road.  They strain to maintain dignity in these decidedly	third-class surroundings.  There's only one small blurry window.					POLEXIA			Who did this to us?	120   INT. WILLIAM'S LIVING ROOM -- NIGHT				120	Mom on the phone.					ELAINE			Then don't come home.  Don't do this			to me.  If you're going to miss			graduation, don't come home.	She hangs up.	121   INT. PRODUCTION OFFICE -- NIGHT					121	William on the phone.   Speechless.	122   INT. COLLEGE CLASSROOM -- DAY					122	Elaine faces her Humanities class.  She stands in an	amphitheater-style, inner-city college classroom, decorated	with colorful unorthodox artifacts from her home.  These earnest	city college students listen to her.  But she cannot continue.	There is a thundering upset inside her.					ELAINE			I'm sorry.  I can't concentrate.				(beat, confesses, unhinged)			Rock stars kidnaped my son.	123   INT. BAND PLANE -- DAY						123	Music.  Russell and band bounces down in NYC.  Russell listens	to music on headphones plugged into large boom box.	124   INT. LIMOUSINE -- DAY						124	William watches, facing the band from the jump seat of their	limousine, heading into New York.  Up ahead, Manhattan looms,	beautiful and scary.					RUSSELL			"New York.  Just like I pictured it...			"					JEFF			" ... skyscrapers and everything."					RUSSELL				(to William)			We showed you America.  We did			everything but get you laid.	Beat.  They look at each other curiously.  How much does the	other guy know?	125   EXT. ST. REGIS -- DAY						125	Russell and band spill out of limo.  The New York cluster of	hardcore Stillwater fans wait outside.  They hold collector's	sleeves covering albums to be autographed, and fresh magic	markers in hand.  William in tow crawls out of the limo last.	Dick goes to work, pulling luggage from the trunk.  A serious-	looking Fan (LENNY) approaches Russell with an autograph card.					FAN			I'm from the Church of Lenny.   We bow			to his will and all that it represents			- The King of the King of Kings.					RUSSELL			Make it out to - ?					FAN			To Lenny.	Russell nods -- of course.  He signs, as Dick approaches with	a well-placed word in his right ear.					DICK			She's here.	William turns, expecting to see Penny.  Instead we see the	long-limbed, athletic, pretty and collegiate LESLIE.    She	holds a Nikon camera, and snaps their picture.					JEFF			Leslie!					DICK			Your room is completely stocked, far			away from any noisy ice machines,			elevators or maid quarters.  The air-			conditioning is already on.  And here			is your security key -- by the way,			you look stunning.					LESLIE				(taking treatment for			granted)			ThanksI'llseeyoulater.	Nearby, the young journalist studies the tour's subtle shift	in welcoming Leslie.   Dick's New York side is almost military.					DICK			Bags in five!  Cars leave for the party			at six!	William studies Leslie, everyone saying hello to her, everyone	knowing the subtext.  Nobody saying a word.  William pulls his	heavy bag out of the back of the limousine.	The bag breaks, and the contents spill out onto the New York	sidewalk.  Bars of soap, ashtrays, hotel keys, crumpled paper,	the contraband t-shirt, "Do Not Disturb" signs, notes, towels	and thick telephone books from every city.					DICK (cont'd)			You know.  There are lighter souvenirs.					WILLIAM				(embarrassed)			Well -- I kept thinking I was going			home the next day --					DICK			I did too.  Fifteen years ago.	All help him with his spilled souvenirs.  Russell shares a	private look with the kid.  Nearby Leslie greets other band	members.					WILLIAM			Ric!	It's Super Zeppelin fan Ric Nunez.					RIC				(whispers)			It's all happening.  Zeppelin is at			the Plaza.  So's four other bands.			They're partying up there right now.			Sapphire, and Miss Penny Lane too...			She wants you to call her.				(William reacts)			They're all staying under the name			Emily Rugburn.	William takes in the information, while regarding Ric's new	custom  shirt, which features the words to Zeppelin's "The Rain	Song."					RUSSELL				(exiting with Leslie)			After the party.  I'll come to your			room - I promise.  We'll talk.  This			is Leslie, by the way.  Leslie, this			is our wayward friend from Rolling			Stone.  The Enemy.	They shake, she smiles randomly.	126   INT. ST. REGIS FRONT DESK -- NIGHT				126	William checks in.					CLERK			William Miller?  Sir, you have an urgent			call from a Mr. "Ben Fong-Torres."			He's holding for you, right now.	William takes the phone.  The Clerk watches curiously as the	kid adopts a new persona.					WILLIAM				(deep voice)			Hello.									INTERCUT	INT. JANN'S OFFICE -- SAN FRANCISCO -- AFTERNOON	On a rainy day in San Francisco, Ben Fong-Torres stands in the	copy-strewn office of the young editor/publisher JANN WENNER.	Several other editors are also present in the background,	including David Felton with cigarette-holder in mouth, and a	prep-school Fact-Checker named ALLISON.					BEN			Congratulations.  It's gonna be a cover.			Neal Preston will shoot 'em next week			in L.A.  we need you back in San			Francisco tomorrow.  We'll finish the			story here.	William is overwhelmed with many emotions, fear topping the	list.					BEN (cont'd)			You can tell the band.  Allison, our			fact checker, needs you to transmit			whatever you have of the story, tonight,			now, along with your notes.  There is			a mojo at the Daily News they'll let			us use -					WILLIAM			Mojo?					BEN			A mojo.  It's a very modern machine			that transmits pages over the telephone.			It only takes eighteen Minutes a page...	126A  EXT. NEW YORK STREETS -- NIGHT					126A	The sound of feet on pavement.  William looks at addresses,	hustling to the Daily News office.	126B  INT. DAILY NEWS COPY STATION -- NIGHT				126B	William tears pages from his notebook and feeds them into the	large and clunky earliest model fax machine -- "The Mojo."  We	hear David Bowie.  "The Jean Genie."	A127  EXT. MAX'S KANSAS CITY -- NIGHT					A127	William weaves, exhausted, into the Stillwater press party at	this legendary New York nightspot.  The Doorman, who checks	i.d.s, sees the kid and expresses great doubt.					DENNIS HOPE			He's okay, he's with us -	Hope shoves him past the Guard, and sends him into a very mature	new world.	127   INT. MAX'S KANSAS CITY -- NIGHT					127	The famous hub of New York rock and roll.  A strong whiff of	decadence mixes with youthful naivete.  Not a hippie in sight.	William walks through, looking for familiar faces.  Overhead	we hear Stillwater.  "If You Say Nothing."  The party is filled	with scenesters, long silver-haired glamsters, some British	journalists, and many hunched young skinny bodies in leather	jackets.  Russell grabs him by the arm.					RUSSELL			Ah ha!  There you are, ya little fucker.			Come on --					WILLIAM			I have some good news.					RUSSELL			-- I'll piss to that.  Follow me.	A128  INT. MAX'S BEDROOM						A128	They enter the small bathroom.  Russell bolts the door, faces	the urinal and pees.  His own music throbs in the next room.					RUSSELL			Dennis Hope took me aside, and wants			to manage Me solo.  Says to lose the			band by February.  Should I do it?  I			have no perspective anymore.	William pees in silence.					RUSSELL (cont'd)			At what point do I just take the hint?			Nobody Loves this band.  People like			us, do they love us?					WILLIAM			I do.					RUSSELL				(then pissed)			Oh - get this - somebody told Penny			Lane I sold her for beer.  The network			of these chicks!  Like I would do that.			It's Jeff who told her, right?  Not			you, right?  None of these guys can			just calm down and be a fuckin adult.			Now she's here, freaking out.  Leslie			can smell it.					WILLIAM				(exiting)			Wait.  I've got something to tell -	But he finds himself trailing Russell to the back room bar.	128   INT. GIRL'S BATHROOM - NIGHT - SAME TIME				128	Leslie in the bathroom.  Penny enters and watches her	discreetly.  They stand together, side-by-side at the mirror.	Leslie looks once, turns and then turns back at Penny.  She	knows.	129   INT. BACKROOM -- NIGHT						129	William sits with the band.  Over Jeff's head, Penny hangs	nearby, at the outskirts, drinking and dancing.  They share a	look, feigning casualty.					WILLIAM			You guys -- you guys --				(beat)			You're gonna be on the cover of Rolling			Stone.	Stunned and overwhelmed, the band waits a beat, lets it sink	in... and goes wild.  Russell, stunned too, looks at the kid.	It's big news.  Jeff stands immediately, eyes moist, glass	raised.					JEFF				(tears welling, instantly)			The cover of Rolling Stone.  And we			made it together.  They don't just put			somebody with one little hit on the			cover of Rolling Stone Fucking Magazine,			man.  We made it.	The band nods solemnly, importantly.					JEFF (cont'd)				(continuing)			Damn it -- I'm gonna enjoy this.  The			first time I bought that magazine The			Beatles were on the cover.  Four of			them.  Four of us.  Together.			TOGETHER!	They begin singing the then-current Dr. Hook and the Medicine	Show hit, "The Cover of the Rolling Stone" to William.					LESLIE			Who is that girl?  She's creeping me			out.  She's not with any of you, is			she?					WILLIAM/DICK			She's with me.	And now Leslie has confirmation.  A symphony of looks, as Dick	gets to his feet and moves to confront Penny.  Penny Lane's	eyes fill and she runs out.  Russell stands... and sees William	also stand.  William turns and follows her.  Russell stands	watching, and does not leave.   We hear Elton John's  "Mona	Lisas and Mad Hatters."	130   EXT. MAX'S KANSAS CITY -- NIGHT					130	William exits as a crush of Partygoers arrives.  He doesn't	know where she is.   He takes off to examine the cabs stuck in	traffic.  Song continues.	POV WILLIAM	He looks in the backs of cabs.   None of them her.	Music continues.  He runs down the streets, looking for her.	Alone in New York City.	131   INT. PLAZA HOTEL -- NIGHT						131	William on the house phone.					WILLIAM			Emily Rugburn, please.	132   INT. HOTEL HALLWAY -- NIGHT					132	William approaches Suite 702.  The door is open.  He hears new	band voices, and sees new faces. MUSICIAN  # 1 intercepts him.					WILLIAM			Hi.  I'm a friend of Penny Lane's.					MUSICIAN # 1			Aren't we all -	Musician types are leaving.					WILLIAM			Where is she?	Room Service arrives.  Some appetizers and a large expensive	bottle of champagne on ice.					ROOM SERVICE GUY			Can somebody sign for this?	William does.					ROOM SERVICE GUY (cont'd)			Thank you Mr. Rugburn.	Two more Musicans (English) exit the back room party.  The	room is clearing out.					ENGLISH MUSICIAN			She's sick.  Let's get out of here.					ENGLISH MUSICIAN # 2			She used to be so much more together.	William watches all, champagne in hand, and finds her in the	backroom.  She's addled and nearly passed out.					WILLIAM			What happened?					PENNY LANE			I'm not good at goodbyes.	She sags.  He grabs the phone.					PENNY LANE (cont'd)			You're the last of my old-time friends.			Polexia went to England with Deep			Purple... can you believe that?  Even			Sapphire's out someplace else.  All			she left was her quaaludes.					WILLIAM			Oh -- wonderful.				(into phone)			Front desk?  Please send a doctor.			Room... what room?  703.  702.   Both			rooms, either room.  This is Mr. Rugburn,			Yes.  My wife's had an accident with			some quaaludes.  Yes - I'll do that.	The room has emptied out.  Just them, and the remnants of a	movable party that has moved elsewhere.					WILLIAM (cont'd)			Wake up!	He struggles to get her on her feet.  She tips over on her	strappy platform shoes.  He struggles to untie them.	133   EXT. GRADUATION -- DAY						133	The School band plays "Colour My World."  School PRINCIPAL at	the podium.					PRINCIPAL			And now... out graduating class!  Jane			Abbott!	A peppy student bounds up and grabs her diploma.   Elaine Miller	watches dolefully in the audience.	134   INT. HOTEL ROOM -- NIGHT						134	William holds Penny in his arms.  Finally she is close to him.	135   EXT. GRADUATION CEREMONY -- DAY					135					PRINCIPAL			Victor Sanchez!	Warm applause for another student who grabs his diploma.  He	takes off his mortar board to flash an American flag bandana.	He raises his diploma in victory.	136   INT. HOTEL ROOM -- NIGHT						136	William holds Penny Lane, and keeps her moving.  It's a sagging,	messy slow dance.					WILLIAM			"In the unlikely event of a water			landing... "					PENNY			"... you will be required to wear a			safety vest."					WILLIAM			Keep going.					PENNY			"Please place all stowable luggage in			the overhead compartments... out in the			seat in front of you."					WILLIAM				(prompting)			"Seat and tray tables."					PENNY			"And seat-backs and tray-tables should			be in their full and upright and locked			positions... "	137   EXT. GRADUATION CEREMONY -- DAY					137					PRINCIPAL			And now... out "Pending" Graduates!				(pause)			William Miller... not present.	Elaine applauds her son, stoically.  It is a dagger through	her heart.  A sympathetic look from a nearby Mother continues	the pain.	138   INT. HOTEL - NIGHT						138	They move slowly, she's fading.					WILLIAM			"In the tragic event of a water			landing..."	139   EXT. GRADUATION - DAY						139	The Principal shares a few thoughts:					PRINCIPAL			And to the class of 1973, we say --				(beat)			Don't forget to remember yourself as			you are today...  Full of hope... and			the dream that everything is possible...			Remember this, twenty years from now,			when we all own home computers and we			all travel in shiny electrical cars			that move swiftly, high above the			city...				(beat)			They key to the future is keeping today			alive forever.	Elaine's head lowers slowly in a sea of happy parents.  The	day will never end.  Mrs. Deegan slips into the seat next to	her.					MRS. DEEGAN			First.  Release the guilt.				(Elaine nods)			Second -					ELAINE			Please let there be only two, because			I can't get past Number One.					MRS. DEEGAN			Second.  Leave a little room for the			other teachers in this world.  He's			out there looking for mentors.					ELAINE			He's got twelve of them.  They're lined			up.  He's just tired of me.	A140  INT. HOTEL ROOM -- NIGHT						A140	William holds Penny.  She is very woozy.					PENNY			"... you will be required to..."				(gives up)			I'm tired.	She is very groggy, as he holds her.					WILLIAM			Well.  Now that I have your attention.			And you may not remember this later, I			just want to make it clear that... Hey!				(she blinks, barely awake			again)			I know you've heard this before.  And			I have never said this to anybody, not			really - well, nobody who didn't legally			have to say it back to me, but -				(tries to be casual)			I love you.  And I have a hard time			sharing you with all of rock and roll			because I - why am I nervous? - You'll			never remember this - HEY! -				(she blinks)			I love you, and I'm about to boldly go			where...  Many men have gone before...	He kisses her.  A doctor and nurse come crashing into the room.	They push past William and pull Penny into the bathroom.  He	sits on the edge of the bed, looking into the bathroom, as	they work on her.  We hear Stevie Wonder.  "My Cherie Amor."	140   INT. BATHROOM - NIGHT							140	Doctor places a tube down Penny Lane's throat.  A bored nurse	holds a water-bag, lowering it to ground level.	WILLIAM'S POV INTO BATHROOM	Her feet sticking out, wriggling.  He watches, as music	continues.	ON THE BATHTUB	Her amber-colored stomach contents look like a Jackson Pollack	portrait of the era, with three partially dissolved pills.	Doctor hands enter frame and remove them.  Music continues.	141   INT. HOTEL ROOM - LATER NIGHT					141	The Doctor re-appears, and sits down next to William, as the	Nurse exits.  The Doctor withdraws a three-page report form.					DOCTOR			Your wife will be okay for now -					WILLIAM			Thank you Doctor.					DOCTOR			However, she says you're her brother.					WILLIAM				(eyes report)			She's a little confused.	The ice shifts in the champagne bucket nearby.  The Doctor	sizes up the situation.					DOCTOR			Nice champagne.					WILLIAM			I don't have a driver's license.  With			me.					DOCTOR			Tomorrow's my wedding anniversary.			I'd prefer to take care of this without			facing the dawn at the police station.			So if you can find a way to get this			girl - your wife - back home to her			parents, I'd let you pay me anything			you can afford.  Because you don't			appear to be related to the famous			Rugburns of Rhode Island.	His eyes flick to the champagne.  The kid takes a hint, reaches	over to the champagne.					WILLIAM			Happy Anniversary.	The Doctor puts the champagne in his bag.					DOCTOR			She won't be good company, but keep			her awake for another four hours.	142   INT. AIRPORT TICKET COUNTER -- MORNING				142	Song continues.  William and Penny drag themselves through the	airport.  He guides her to the ticket counter.  Penny wears	her green coat, large sunglasses.  He sorts through her many	partial tickets.  They are both so tired.  She shakes off her	coat -- she's suddenly very hot -- and he grabs it and loops	it through her bags.  She's irritable, and ready to go home.	143   INT. AIRPORT GATE - MORNING					143					PENNY				(baring her soul)			When I was 14, my Mom and her boyfriend			took me to a Rolling Stones concert -			and I freaked out and I rushed up to			the front of the stage and then a			thousand people had the same idea at			the same time and I was getting crushed.			And I couldn't breathe and that thought			flashed through me - almost like a car			accident - I thought I might die.  And			it was in the middle of "Midnight			Rambler" and Keith Richards saw me.			And he came over, and came to the front			of the stage, and he pulled me out.			And they took me backstage and they			gave me coke with ice and a - and a			lemon.  And I never went home.					WILLIAM			What about your Mom?					PENNY			She always said - "Marry Up." Marry			someone grand.  That's why she named			me Lady.					WILLIAM				(horrified)			She named you Lady?					PENNY			Lady Goodman.					WILLIAM			No.					PENNY			You never really get used to it, either.					WILLIAM			Well -- this -- this just explains			everything.	He wishes it did.  She rubs her stomach.  It's a rocky morning.					WILLIAM (cont'd)			See you back in the real world.					PENNY			See you back there.	She kisses his forehead, and takes off down the accordian	leading to her plane.  She drops her coat again, bending down	to retrieve it.					WILLIAM			Hey Lady!	Four Woman turn, but not Penny.  She disappears.	144   INT. AIRPLANE - DAY						144	Penny Lane settles into her seat on the airplane.  She notices	William watching from the terminal window, and waves.					STEWARDESS			Please extinguish all flammable items,			and return all seats and tray tables to			their full and upright locked positions.	She mouths along with the words.  There is no one to share the	joke with.  And then a few blurry memories come back to her.	She gestures to him... understanding him more fully... as he	disappears.	145   INT. AIRPORT TERMINAL - DAY					145	William walks alongside her plane, moving from terminal window	to terminal window.  Catching her glance again, he's picking	up steam.  What's she saying?	146   INT. PLANE - DAY							146	She keeps watching as he runs alongside, still keeping up with	her plane.  She now fully remembers, and places her outstretched	fingers on the window.  She mouths the words:   I'll see you	back home!	ON WINDOW	He us running through her fingers.	CLOSE ON WILLIAM	Who can run no further.									FADE OUT	FADE UP	147   INT. BAND PLANE -- DAY						147	Russell and William are in mid-interview.  The kid's microphone	is out.  It's a little bit of a rough flight.  William wears	the same clothes.					RUSSELL			Why didn't you come back to the party?			Bob Dylan showed up.  He was sitting			at our table for... had to be an hour,			right?  Just  Rapping.  Bob Dylan!  I			kept looking for you.  I was going to			introduce you.	The kid feels pain.					JEFF			What happened to you last night?					WILLIAM			It's a log story.	A sharp jolt of turbulence.  Russell begins pounding on the	card table in rhythm.					RUSSELL				(singing Buddy Holly)			"Peggy Sure... Peggy Sue... "					DICK			Please.					RUSSELL			"Pretty pretty pretty pretty Peggy			Sue... "	A moment of laughter, and then bam.  Jeff's drink rises and	suspends briefly in mid-air.  The plane takes another mighty	knock.					JEFF			We shouldn't be here.					RUSSELL			Doris, we miss you!	Fear is creeping in around the edges.  William, already an	uneasy flier, looks down.					PILOT'S VOICE			This is Craig, your pilot.  It appears			we've caught the edge of that electrical			storm we were trying to outrun.  Buckle			up tight now.  We're gonna do our best			to getcha out of this.	The rocking of the plane worsens, as all buckle up.					JEFF			"Electrical storm?"					RUSSELL				(strapping in for a roller			coaster)			Rock and roll.	The sky darkens abruptly. William looks up, increasingly	nervous, stares straight ahead.  The plane suddenly drops and	stabilizes.  Everyone is silent but Russell.					RUSSELL (cont'd)			Wooooooo Baby!	A moment later, an ashen-faced CO-PILOT emerges, balancing	himself with hands on the ceiling of the shuddering plane.					CO-PILOT			We're gonna try to land in Tupelo.			We're going to have to cut the inside			lighting for the next several minutes.			We found a field to land in.	The kid notices Silent Ed is rubbing a small crucifix.					DENNIS HOPE			A field?					JEFF			I can't breathe.	Push in on Russell. We hear a series of unfamiliar electrical	sounds.  The plane screwballs through the sky.					CO-PILOT			It might be a rough set-down.  We should			be fine.				(cracking at the edges)			But what we do say in a situation like			this is - We would pass but before the			plane ... disassembled.  However, God			help us, if there's anything you want			to say to each other, any secrets,			anything like that, now would be a			good time.  But just hang in there.			We'll get you out of this.	He returns to the cockpit.  The weather worsens, as the hail	suddenly pelts the plane, and it comes down hard.  Inside lights	shut off.   William stares straight ahead, as the cockpit door	swings open - total chaos visible inside - and then shuts again.					DICK			And everyone thinks it's so glamorous			out here.					LARRY				(oddly detached)			He just told us we're gonna die.					JEFF				(insecurities running wild)			We're gonna crash in Elvis' hometown --					RUSSELL			Shut up.					JEFF			-- we can't even die in an original			city!					RUSSELL			C'mon Dennis, get us a better city.	Nervous laughter.  Another sheet of hail hits the plane.					LESLIE			Oh my God.	PUSH IN ON WILLIAM	Just shaking.  Nearly in tears.   Hyperventilating.					RUSSELL			If something should happen.  I love			all of you.  I don't think we have to			do the secrets thing.	The plane shakes.  Now lightening strikes very close.  A	flashing wall of electricity rolls through the plane and	evaporates with a burning smell still in the air.  In the	darkness:					DENNIS HOPE			I once hit a man in Dearborn, Michigan.			A hit-and-run.  I hit him and kept on			going.  I don't know if he's alive or			dead, but I'm sorry.					LESLIE				(gripped with fear)			Oh my God.	The plane wildly rises, and falls.  It stops for a moment.  A	strange smooth patch.					DICK			I love you all too, and you're my			family.  Especially since Marna left			me.  But if I ever took an extra dollar			or two, here and there, it was because			I knew I'd earned it.					RUSSELL			I slept with Marna, Dick.					JEFF			I did too.					LARRY			I waited until you broke up with her.			But me too.					JEFF			I also slept with Leslie, when you			were fighting.					RUSSELL			You... slept with Jeff?					LESLIE			Yes, but it didn't count.  It was the			summer we decided to be free of all			rules.					RUSSELL				(to Jeff)			And you say you "love me."					JEFF				(the truth)			I don't love you, man.  I never did.					RUSSELL			Please.  Enough.					JEFF			NONE of us love you.  You act above			us.  You ALWAYS HAVE!!					LARRY			Finally.  The truth.					JEFF			You just held it over us, like you			light leave... like we're lucky to be			with you. And we had to live with it.			I had to live with you, and now I might			die with you and it's not fucking fair.	William watches, catatonic.					RUSSELL				(to Larry and Ed)			You hate me?  You too?	Larry stares at him.  Ed says nothing.					RUSSELL (cont'd)			All this love.  All this loyalty.				(incredulous, giddy)			And you don't even like me.					JEFF			And I'm still in love with you Leslie.	Bam.  The plane is pulling sideways, and dropping altitude.					LESLIE			I don't want to hear anymore.    Shut			up! Shut up!  Shut up!					RUSSELL				(to Jeff)			Whatever happens, you're dead.					JEFF			Don't be self-righteous, Russell, not			now.  You were sleeping with Penny,			that groupie.  Last summer, and up			until yesterday.  Why don't you tell			Leslie THAT?	Russell tries to get up and attack him.  The force keeps him	in his seat.  He yells.  Loud.					DENNIS				(freaking out)			I quit.	The turbulence worsens.  William finds his mouth saying	emotional words he cannot control.					WILLIAM			"That groupie?"  She was a Band-Aid.			All she did was love your band.  And			you all -- you used her, all of you.			You used her and threw her away.  She			almost died last night, while you were			with Bob Dylan.  You're always talking			about the fans, the fans, the fans.			She was your biggest fan and you threw			her away.  And if you can't see that,			that's your biggest problem.	Russell and Jeff stare at each other.   The plane is rocking	very very hard.  Leslie is crying.					ED			I'm gay.	They all turn to the silent drummer.  (It's his first spoken	dialogue of the movie.)	Then.	The plane pops out from below the clouds.  Sunshine spikes	through the embattled windows of the plane, as they float	downwards to the city of Tupelo, Mississippi.  A very very	uneasy silence fills the plane.  No one can look at each other.	Out bursts the Co-Pilot, giddy with victory.					CO-PILOT			Thank God above, WE'RE ALIVE!!   WE'RE			ALIVE!!  WE'RE GONNA MAKE IT!!	Shot of all the occupants, ending with Russell.  Suddenly, the	alternative seems far more attractive.  We hear Rod Stewart's	"Jo's Lament" as music plays over their still-shocked faces.	148   INT. TUPELO AIRPORT CORRIDOR -- DAY				148	Music continues, as they walk together like ghosts in a long	and very pregnant silence, ignoring the kid.  Everything is	different now.  The kid peels off and throws up in a dumpster.	We continue with the band, unhappily moving forward.  William	hustles back to catch up.  They ignore him.  There are much	bigger thoughts in play.  No one wants to speak.					JEFF			Well, I think we can build on this new			honesty.	Boom.  Russell attacks him, and they're pulled apart.  The	band continues moving forward, arriving at a fork in the airport	terminals.  William stops.  This is where he must part company.	He stands at the mouth of the next terminal, as the band	continues, unaware he's split off.   He watches their backs,	they've forgotten him.	Then Russell turns, sensing something missing.  William.  All	now stop and turn.  Still shell-shocked, they summon a pre-	occupied but heartfelt goodbye.  William waves.  Music	continues.	ON AIRPLANE DEPARTURE SCHEDULE	William's finger finds San Francisco.	149   INT. CAB -- SAN FRANCISCO -- DAY					149	The kid checks the address as he arrives at the MJB Building,	and its next-door neighbor, the San Francisco headquarters of	Rolling Stone Magazine.  He still wears the same clothes from	last night in New York.	150   INT. ROLLING STONE MAGAZINE -- DAY				150	William arrives at the front desk, gets the once-over from  a	friendly RECEPTIONIST, a paragon of new cool.					RECEPTIONIST			Leave your package at the desk.					WILLIAM			I'm not a messenger.  I'm one of your			writers.  William Miller.	He is zombie-tired, with heavy duffel case and his orange bag.	151   INT. ROLLING STONE OFFICES -- DAY					151	William walks down the center aisle.  Editors and writers look	at him, standing at the front of their cubicles to see this	exhausted 15 year-old writer.  At the end of the aisle, like a	human finish line, stand Ben Fong-Torres.					BEN			You're William Miller?	The secret emerges not with a bang but with a slight and tired	nod of the head.					WILLIAM			Yep.					BEN				(putting it all together)			Oh baby.	Ben leads him into the office of Jann Wenner, the editor-	publisher.	152   INT. JANN WENNER'S OFFICE -- DAY					152	William sits.  Editors are feverishly discussing the next issue.	The big concerns of a national magazine are in the air.	Everyone is focused and quick.  The conversation is machine-	gun like. Jann Werner turns to the kid.					JANN			We can't run this piece.	The kid's eyes travel to his story -- a stack of fuzzy-looking	sheets on the table.					BEN			You obviously saw more than you wrote			about.  After eight days on the road			with these guys.					DAVID FELTON			Didn't anything happen?					JANN			And where are you in this piece?  What			did you want to write?  Because this			reads like what they wanted you to			write.					BEN			What happened to your highly-touted			think piece on limitations of a middle-			level Band in the face of success?	William sits speechless.  It's sinking in.  Failure.	Conversation continues at a fast pace:					JANN			We can push up Chet's Who cover -					FACT CHECKER			Good 'cause it's going to take me three			days to get through this research.			It's all handwritten, on little slips.			Plus, they all refer to woman as			"chicks." I mean, as a woman I have a			problem with that.  I know it's a side			issue.					DAVID FELTON				(sympathetic, loquacious)			It's a "puff piece."  you fell for			'em.  It happens.  A relationship forms.			You want them to like you.				(wistful, chewing cigarette			holder)			Happened with me and Charlie Manson.			He was a very charming... lively...			charismatic...	Felton catches himself swooning.  The other are staring at	him.  He snaps out of it.					DAVID FELTON (cont'd)			... mass-murderer.					WILLIAM			Please let me finish it.  Give me			tonight to work on it.					FACT CHECKER			Chet's piece is all fact-checked and			ready.					JANN				(to William)			Get some sleep.  We'll do another story			sometime.  We'll get you a kill fee.					FACT CHECKER			His research is all on little bits of			paper.  Did I say that?					WILLIAM			Ben.  You told me to send what I had.			It's not finished.					FACT CHECKER			That's being charitable.	Ben looks at the kid, then at Jann.  Jann scans the kid's face	for a beat, nods.					JANN			Let him use the big office.   It's			where Hunter used to write.	William rises, gratefully.  He shakes Jann's hand.					FACT CHECKER				(pointed re: his age)			You can type.					WILLIAM			Yes.  It took it in grade school.	153   INT. BIG OFFICE -- NIGHT						153	William sits in the "big" office.  It's a small white tank.	After all the sound and fury, there is only the hum of a large	electric typewriter.  His research, transcripts and some band	photos sit nearby.  He takes a bite of a candy bar, a sip of	coffee.  He looks at the phone.	INT. LESTER BANGS' BEDROOM -- NIGHT	Crazy jazz is playing.  Lester Bangs on the phone.					LESTER BANGS			Aw, man.  You made friends with them!			See, friendship is the booze they feed			you.  They want you to get drunk on			feeling like you belong.								 INTERCUT:	INT. ROLLING STONE -- NIGHT	William in the empty Rolling Stone office.					WILLIAM				(ruefully)			Well, it was fun.					LESTER BANGS			They make you feel cool.  And hey.  I			met you.  You are not "cool."					WILLIAM			I know.  Even when I though I was, I			knew I wasn't.					LESTER BANGS			That's because we are uncool!  And			while women will always be a problem for			guys like us, most of the great   art in			the world is about that very problem.			Good-looking people have no spine!			Their art never lasts!  They  get the			girls, but we're smarter.					WILLIAM			I can really see that now.					LESTER BANGS			Yeah, great art is about conflict and			pain and guilt and longing and love			disguised as sex, and sex disguised as			love... and let's face it, you got a			big head start.					WILLIAM			I'm glad you were home.					LESTER BANGS			I'm always home!  I'm uncool!					WILLIAM			Me too!					LESTER BANGS				(leveling)			The only true currency in this bankrupt			world if what we share with someone			else when we're uncool.					WILLIAM				(distraught)			I feel better					LESTER			My advice to you.  I know you think			those guys are your friends.  You want			to be a true friend to them?	William takes a deep breath.  Looks at the research cassettes and	notebooks.  The empty page.					LESTER BANGS			Be honest and unmerciful.				(beat)			You're doing great.  Call me later is			you want.  I'm always up.	154   INT. ROLLING STONE OUTER OFFICE -- MORNING			154	Ben Fong-Torres and David Felton look at William's new	manuscript with great interest.					FELTON			Read me the opening line.					BEN				(reads aloud)			"I am flying high over Tupelo,			Mississippi, with America's hottest			band, and we are all about to die."					FELTON			Mmmmm.				(as if sampling wine)			Dark.  Lively.					BEN			Yeah, and it gets better.				(impressed)			Did this all really happen?	William sleeps restlessly nearby, mouth agape, sitting upright	in a plastic chair.					FACT CHECKER				(jealously reaches for			manuscript)			Give it to me.  I'll call and check			the quotes.	155   INT. NEW TOUR BUS -- DAY						 155	The band rides in a new tour bus.  The palpable tone in the	air is -- PANIC.					JEFF			Look.  Let's just piece together our			information...  because the fact-checker			asked us all about different parts of			the story.					TONY			What did he write about?  What's he			using?					JEFF			It.  All.  He's using it all.					RUSSELL			So what?					JEFF			So what?				(beat)			We come off like amateurs... some			average band...  trying to come to			grips, jealous and fighting and breaking			up - we're buffoons!					RUSSELL			Maybe we just don't see ourselves the			way we really are.					JEFF			He was supposed to be our friend.					RUSSELL				(ruefully, remembering)			I told him to write what he wanted.	All eyes look to Russell.					TONY				(to Russell)			By the way, he has you on acid,			screaming "I Am A Golden God" from a			fan's rooftop.					RUSSELL				(immediately remembering)			Oh my God.					JEFF			They used him to fuck us.					RUSSELL				(still back at "Golden			God")			I didn't say "Golden God."  Or did I?					DICK			We never took him seriously, and now			it's serious.					RUSSELL			I liked him as a person.					JEFF			He was never a "person!"  He was a			journalist!	Russell nods.  He looks at Silent Ed, drumming soundlessly on	a rubber pad.					RUSSELL			You.  You had the right idea all along.	Ed silently nods thanks.					DENNIS HOPE				(nervously)			How about the plane flight?					DICK			It's all in there.  But don't worry,			it's all unspecific who say what.  No			names are mentioned in the more			embarrassing sequences, it's just			completely obvious who's who!  We're			fucked!	Silence.					RUSSELL			I forgot he was there.					DENNIS HOPE			Well, they haven't talked to Russell -			he can always deny the key stuff to			the fact checker.  Then they can't			print it.					JEFF				(brightening)			Is that true?					DENNIS HOPE			It's war, my friend.  If you'd met me			earlier, he would have never been on the			around.	Dennis hands Russell the phone.					DENNIS HOPE (cont'd)			He'll live.	156   INT. ROLLING STONE OFFICES -- DAY					156	William is still being congratulated by his new peers.  We see	him woozy but beaming, as Allison the Fact Checker comes out	of her office, waving the manuscript.  She works her way through	the cluster of editors.					FACT CHECKER			The band just denied 90% of the story.			It's a fabrication.	Everyone looks at William, who is speechless and confused.	Their congratulations stop on a dime.  The fact checker can't	resist twisting the knife a little.					FACT CHECKER (cont'd)			You weren't honest.  And worse, you			wasted our time.					WILLIAM			Did you talk to Russell?					FACT CHECKER			Russell Hammond is the one who denied			it.					BEN				(darkly)			Crazy.					FACT CHECKER				(one last shot, to William)			We're going with the Who - !	The kid has been sandbagged.  The machine of a big-time magazine	whirs into action on another story, as the cluster moves down	the hall.					SOMEONE'S VOICE			He's just some fan... what did you			expect?	William sits there, as only David Felton stay behind,	brandishing his cigarette-holder.  He sits down next to the	kid.					FELTON			Well, I believe you.	He looks at the kid, decides to offer a personal parable.					FELTON (cont'd)			Jim Morrison once came to my house and			drank a beer.  The beer is still on my			mantle.  I'm 35 years old with Jim			Morrison's beer as a shrine.  I wanted			to be Earnest Hemingway.  Instead.  I			have Jim Morrison's beer.				(shrugs, he's learned to			live with it)			If you didn't make your story up, good			for you.  If you did make it up... good			for you.	The kid looks at him, too tired and still in shock.					FELTON (cont'd)			Say something, so I know you're alive.					WILLIAM			Goodbye.	He exits.					FELTON			Powerful  word.  Strong.  Final.	157   INT. BACKSTAGE CREW MEAL - NIGHT					157	Russell Hammond sits down on a plastic chair with a paper-plate	filled with buffet-style food - steak and baked potato.	Preoccupied, and several seats away from other crew members.	He drinks a glass of milk.   Out old friend Sapphire takes the	seat next to him, holding a skimpy paper plate of vegetables.					RUSSELL			I feel bad.					SAPPHIRE			Well, at least you feel.  That puts			you in a higher class of asshole.	They eat in silence.  Sapphire looks around.  The new breed of	groupies eye her, as they cruise Russell on the periphery.	They're bolder, flashier.  She eyes them back with seniority.					RUSSELL			What did I do?					SAPPHIRE			Well - you can do what the big boys			do.				(he looks at her)			Nothing.					RUSSELL			Yeah.	The girls still circle Russell nearby.  He's unaware.					SAPPHIRE			You believe these new girls?  None of			'em take birth control, and they eat			all the steak.	She looks sadly at her plate of vegetables.  An ever-sharp	mind in last night's clothes, she commands Russell's respect.					SAPPHIRE (cont'd)			They don't even know what it id to be			a fan!  To blindly love some silly			piece of music... or some band so much			that it hurts... please,  they're all			just after the money.  Shoo --				(in their direction)			Go rob a bank!  It's more honest!					RUSSELL			Is Penny okay?					SAPPHIRE			The Quaalude Incident.  Yeah, it wasn't			pretty.  She could have died.  I always			warned her about letting too many guys			fall in love with her.  I guess I was			wrong.				(shrugs)			On of 'em saved her life.	Russell nods.					RUSSELL			Well, it's finally over with Leslie.			I'm going to call her.					SAPPHIRE			Let her retire.				(he doesn't respond)			You want to lock her up in a house in			Michigan?  Please.				(he doesn't respond)			Write her a song someday.  She deserves			it.  Something about that girl brought			out the best in a lot of...				(looks around backstage)			... pretty average people.  She deserves			it...	Russell stares into his crew meal, nodding a little.					SAPPHIRE (cont'd)				(forward thinking)			... because something tells me twenty			years from now, we'll remember her...			and not much else.	Russell smiles to himself, knows it's true.  Dick passes,	placing hands on Russell's shoulders, massaging a little.					DICK			Have a good vacation.  I hope the band			stays together.  Before it all went			down the shitter, it was starting to			get really good.	Dick claps Russell on the back, and moves on.  He turns to	Sapphire.					RUSSELL			I'm not going to blame myself.  I do			make people happy.  They just shouldn't			get to know me... 'cause it appears to			spoil everything.					SAPPHIRE			Don't be so easy on yourself.					RUSSELL			What gives you the right to get this			personal with me.					SAPPHIRE			Let's not reminisce.	158   INT. SAN FRANCISCO AIRPORT -- NIGHT				158	William moves like a zombie through the airport, and collapses	in a seat.  He sits still in the crowded flow of human traffic.	A cluster of Flight Attendants pass.  One stops, a stylish young	woman wearing a tall bubble-shaped PSA hat with swirling colors.					ANITA			William?	He looks at her.  He feels like he's on Mars, and she looks	like a Martian.					ANITA (cont'd)			You guys this is my brother!					MALE FLIGHT ATTENDANT				(ad if meeting a celebrity)			"The Narc?!"	William looks woefully at them, like a dog who's been hit by a	car.					ANITA			You guys, I'll deadhead back later.  I			think I'm needed.					MALE FLIGHT ATTENDANT			Nice to finally meet you.					FEMALE ATTENDANT			You have a good day!	Anita looks in her brother's face.					ANITA			You look awful, but that's great.			You're living your life!  You're finally			free of... her.					WILLIAM			Yeah.					ANITA			Hey.  I'll take off work.  Let's have			an adventure together.  You and me,			finally.  Anywhere you want to go.			Anywhere in the world.	159   EXT. WILLIAM'S HOME -- DAY					159	William whistles the family whistle.  Sister and brother trudge	up the steps.					ANITA			This is not my idea of a good time.					WILLIAM			Just get me to my bed.					ANITA				(resigned)			I'll deal with her.	William whistles again.  Mom meets them at the door.  She looks	at her trashed son who has finally come home.  For the first	time, she hugs Anita first, and it's not lost on Anita.	It's a clumsy neck-hug, neither wanting to commit.  The kid	passes to his Mother's left, with suitcase, intentionally	nudging her into his sister.  Anita takes this as an aggressive	act of love, and hugs her mother back.  Tears stream down Mom's	face.  Their cheeks touch. Mom pulls away, and sees her own	tears on Anita's face.  Thinking that she's also crying, she	grabs a tissue for them both.	160   INT. ELAINE'S HOUSE -- CONTINUOUS					160	The kid stands in the hallway listening, shaking his head,	poised to enter his room, unseen by them.					ANITA				(so worried)			What are we going to do about him?					ELAINE			I don't know.  Whatever happened to him, I			just wish it could have happened to me.					ANITA			The magazine killed his story.	Now they really hug, Anita gulping back real tears.  William	watches them bonding over the oddest thing - his failure.	William goes into the bedroom, the final three feet to sleep,	and shuts the door.  A hand places a hotel sign on the door -	DO NOT DISTURB.  Slight push in.	ON BED	He collapses with all his clothes on, almost instantly asleep.  His	walls, just as he left them, boast a pantheon of rock heroes...	with a very lonely Abraham Lincoln (or Atticus Finch)  in the center.	161   INT. ROLLING STONE OFFICES -- DAY					161	The elevator doors ding open, and out walks Russell Hammond.	The Secretary has just finished answering the phone, "Straight	Arrow Publishers."  She puts the caller on hold.					RUSSELL			Hi, I'm Russel Hammond.					SECRETARY			You're here regarding?					RUSSELL			My life.	162   INT. EDITORIAL OFFICE - DAY					162	Russell stands with the editors, observing the fine portraits	on the walls.  He's behind enemy lines, and he knows it.	Everything in the room fascinates him.					RUSSELL			I don't care what happens.  I don't			care if you put us on the cover.  But			you sent us a kid and... and he was a			fan.   And we all made friends with			him - absolutely, to get a good story.			But then we actually liked him.  We			thought he's... show us our lives in			some mythic way and I guess... we're			not mythic.  We panicked.					JANN			You denied most of the story.					RUSSELL			Yeah, well, here's the problem with			the truth.  It's too true -					BEN			Well, we appreciate the visit.  The			last time an artist came here, it was			Buddy Miles and he punched me.					RUSSELL			I'm not punching anybody.  I am			personally, as of 2 pm yesterday, on a			voyage of self-reinvention.  This is			about William Miller.				(counting off fingers)			He lives with us, he lost his virginity,			he saw us at our worst, appreciated			our best, he saved two lives, including			mine... he smuggled about a half-pound			of pot into Boston, and we never even			told him -	Nearby, David Felton looks at another editor, raising an	eyebrow.					RUSSELL (cont'd)			-- we told him too much, we told him			everything...  He almost died with us			over Tupelo... if the band survives			him, it'll be a miracle... but you			know, he tried to keep up, and that's			a journalist to me.					JANN			It's too late.  We're going with a			different cover.					RUSSELL				(immediately)			Thank God.	But Russell looks around at the numerous portraits if dead	legendary rock stars, fixing on the one photo closest to all of	them, a very vulnerable-looking Janis Joplin.  A second thought.					RUSSELL (cont'd)			You tell me it's too late.  But I could			go back to my hotel room and... and			O.D. tonight and something tells me			you'd find a way to put me on the cover			of the next issue.  Am I right?	He looks at their faces.  They cannot disagree.					RUSSELL (cont'd)			I'm learning the game.				(beat, shrug)			We fucked up.  We made friends with him.					BEN			Next time we'll all be more			professional.					RUSSELL			Maybe so.				(beat, an odd thought)			But God forbid, the day comes when			selling yourself is as important as			the music you make.				(rueful, to Hendrix on the			wall)			You might have died at the right time,			my friend.					JANN			Thank you for visiting.  Good luck.					RUSSELL			Do what you want, but the story is			true.	LONG SHOT RUSSELL	at the entrance.  Raises his hand.					RUSSELL (cont'd)			Good evening!	162A  EXT. SAN FRANCISCO - DAY						162A	Russell stands outside, a traveling man with no where to go.	Oddly, and in a way that surprises him, the world begins to	speak to him again... little noises everywhere, turning into a	music of its own.  It's a beautiful and compelling "silence."	He thrusts his hands deep in his pockets, and takes a breath	of life.  His head filling again with the music of the world,	he begins to walk down the street.  Very naturally, and quite	randomly, he is noticed by young passersby.  They can't help	it.  He looks like a star.  They can't quite figure out who it	is, but it's someone, and they begin to follow him down the	street.   Unbeknownst to him as he walks along, deep in thought,	a small crowd begins to form... following him.	163   INT. BREAKFAST TABLE - DAY					163	A quiet kitchen.  Anita has been cooking.  A substantial	breakfast has been placed on the table.  Sausage, orange	juice... and now Anita sets down a plate of pancakes, with	syrup and butter, in front of her mother.  William watches his	mother facing an old enemy - white sugar.					ANITA			They're called pancakes.  Who knows			when we'll be together again.  Splurge.			It's what most people call breakfast.	Mom looks at her children, and takes a breath.					ELAINE			I went through your records.  And I			found a song to play for you.	She goes to the stereo and puts on a record.  The two children	eye each other - what's coming next?  (Song to be chosen)	The two kids eye each other again.  Self-consciously avoiding	their gaze, Mom sits and toys with her breakfast.  It's a song	she clearly wants them to hear.  It's a song from the heart.	They look at her, amazed.  Elaine looks up, regards her family.	Somehow they're back at this table.  They continue eating	breakfast.	164   ON SIDEWALK							164	Bam.  A bundle of bound Rolling Stone Magazines lands on the	newsstand pavement with a thud.  Someone reaches in to cut the	cord, as the magazines puff up into view.  It's the new issue,	with Russell Hammond on the cover.  The title: Stillwater Runs	Deep.  Just another stack of magazines waiting to be places in	the racks.									FADE OUT	Music segues to Led Zeppelin's "Four Sticks."  Penny Lane's	sleeping Polaroid shots of our characters, featuring a few	self-portraits.					THE END