НАЗВАНИЕ: Little Miss Sunshine (2006)
ГОД: 2006
СЦЕНАРИСТ: Michael Arndt
ИСТОЧНИК: ScriptSlug (PDF) — https://www.scriptslug.com/script/little-miss-sunshine-2006
URL: https://assets.scriptslug.com/live/pdf/scripts/little-miss-sunshine-2006.pdf
СКАЧАНО: 2026-10-12 11:49
ПРИМЕЧАНИЕ: текст чужой, для личного изучения. Не распространять. Не исполнять.
======================================================================

Little Miss Sunshine

        by

   Michael Arndt




     10/9/03
ECU - VIDEO PIXELS

Five young women stand side by side, waiting to be judged --      *
breathless, hopeful. A name is announced. Four hearts break.      *
The camera ZOOMS across the smiles of the losers to find a winner.*
She bursts into tears, hugs the nearest runner up.                *
Begin CREDITS.
MUSIC -- quiet and melancholy -- plays over all the opening
scenes/ leading to the Title card.
The Contest Winner cries and hugs the Runners-up as she has the
tiara pinned on her head. Then -- carrying her bouquet -- she
strolls down the runway, waving and blowing kisses.
INT. BASEMENT REC ROOM - DAY
A   six-year-old girl sits watching the show intently.
This is OLIVE.   She is big for her age and slightly plump.
She has frizzy hair and wears black-rimmed glasses.      She
studies the show very earnestly.
Then, using a remote, she FREEZES the image.
Absently/ she holds up one hand and mimics the waving style
of Miss America. She REWINDS the tape and starts all over .
.Again, M1ss America hears her name announced, and once again
 breaks down in tears -- overwhelmed and triumphant.
                     RICHARD (V.O.)
           There's two kinds of people in this
           world-- Winners ... and Losers.
INT. CLASSROOM - DAY
RICHARD (45) stands at the front of a generic community
college classroom -- cinderblock walls, industrial carpeting.
He wears pleated khaki shorts, a golf shirt, sneakers. He
moves with the stocky, stiff-legged gait of a former athlete.
His peppy, upbeat demeanor just barely masks a seething sense     *
of insecurity and frustration. MUSIC continues underneath.        *
                           RICHARD
           If there's one thing you take away from
           the nine weeks we've spent, it should be
           this: Winners and Losers. What's the
           difference?
Richard turns with a remote and clicks through a Power Point
presentation, projected on the wall behind him.
                                                               2.

The slides num~c Darwin's "Evolution of Man" chart, except
that they show a lumpy, hunched-over, sad-sack "Loser" evolve
into a smiling, triumphant, arms-over-his-head \\Winner".
                            RICHARD {cont'd)
             Winners see their dreams come true.
             Winners see what they want, they go out and
             they get it. They don't hesitate. They
             don't make excuses. And they don't give
             up. Losers don't get what they want. They
             hesitate. They make excuses. And they
             give up. On themselves and their dreams.
Richard puts down his remote for the big finale.    In the dim
half-light, it's a hushed, dramatic moment.
                               RICHARD {cont' d)
             Inside each of you -- at the very
             core of your being -- is a Winner
             waiting to be awakened ... and
             unleashed upon the world. With my
             nine step "Unleash the Winner
             Inside" program, you now have the
             tools, the know-how, the insights
             you need to put your losing habits
             behind you and make your dreams
             come true. No hesitating! No
             excuses! I want you to go out into
             the world ... and be Winners~
Big smile.
REVERSE ANGLE -~ There are twenty STUDENTS in a classroom
that could seat two hundred. They CLAP half-heartedly.
Then there's an awkward moment when everyone gathers their
stuff. No one says anything. Chairs SCRAPE the floor.

                              SHERYL (V.O.)                         *
             ... Yeah, I,m on my way now.                           *
INT. CAR - DAY

A woman, SHERYL, 40s, is smoking and talking on a cell phone
as she weaves through a strip-mall landscape. She wears             *
office attire and a name tag that reads, \'Sheryl".                 *
                              SHERYL
             ... I don't know how long ... I
             don't know ... ! Richard, he doesn't
             have anywhere else to go!
She takes a drag, listens with increasing irritation, then
exhales. A beat.
                                                                      3.


                               SHERYL ( cont' d)
          I'm not smoking...   I'm not!            Look,
          I'm at the hospital ...
                      {beat)
          Yeah, I'll pick up a bucket of
          chicken. Okay, bye.
She beeps off her phone.
EXT. HOSPITAL CORRIDOR - DAY

Sheryl strides anxiously down a hospital corridor, fingering a,small
cross on her necklace, going from one room to another, checking room
numbers. She finds the room she's looking for.
As she tries to enter, a DOCTOR emerges.            They nearly collide.
                       DOCTOR
          Ms. Harvey?
                    {Sheryl nods)
          Your brother's fine ...
Sheryl exhales, hugely relieved.
INT. HOSPITAL ROOM - DAY
In a wheelchair, parked against a wall, is Sheryl's brother,
F~,   also middle-aged. His wrists are wrapped in bandages.
With empty eyes, he listens to the muted VOICE of the Doctor
coming from the hallway.
                      DOCTOR ( 0. S . )
          ... Keep him away from sharp objects:
          knives, scissors ... If you have
          medications -- depressants - in your
          house, keep them secured .. ·.
INT. HOSPITAL CORRIDOR - DAY
Sheryl listens to the Doctor.
                               DOCTOR
          r~d   prefer to keep him, but ...
                       SHERYL
          I   know, the insurance ...
She shakes her head and sighs.
                         DOCTOR
          You want to see him ... ?
                                                                  4.


INT. HOSPITAL ROOM - DAY

Sheryl and the Doctor enter.       Frank barely reacts.
                       SHERYL
          Hey, Frank ...

                               FRANK
          Sheryl.
Fighting tears, she goes and hugs him.
                         SHERYL
          I m so glad you're still here.
            1




                       FRANK                                           *
          Well.     That's one of us.                                  *
INT. BATHROOM - DAY                                                    *
Two hands spill a brown powder onto a small mirror.
A razor blade cuts the powder into lines.

A rolled-up dollar bill lowers.        The lines are snorted.
The snorter lifts his head up. He is a short, chunky,
balding old man -- a Roz Chast kind of grandfather.
This is GRANDPA, 80 years old.
He sits down on the toilet seat, rubs his nose, takes a
breath and relaxes as the drugs flood his system.                      *
INT. DWAYNE'S BEDROOM - DAY                                            *
DWAYNE is a handsome, skinny fifteen year old with a mohawk.
He lies on his back in his bedroom, bench-pressing a barbell.
The bedroom is dominated by a huge portrait of Friedrich
Nietzsche, painted on a bed sheet, hanging on one wall.
                                                          JUMP CUTS:

Dwayne does vertical sit-ups on a wall-mounted brace.
Dwayne does vertical push-ups leaning against the wall.
Dwayne breathes heavily, having finished his work-out.
He walks to a home-made calender on the wall made from a long
roll of computer paper. It is marked, "Enlistment."
On the                  grid of maybe a thousand squares.
About half the           have been        in with magic
                                                                   5.


Dwayne uncaps a magic marker and fills in one more square.              *
INT. CAR - DAY                                                          *
Sheryl drives Frank home from the hospital. They say                    *
nothing. Sheryl sneaks glances at Frank. Hesitantly:
                              SHERYL
            You want to talk?      Or no?

Frank stares at the road in front of them.         Finally:
                              FRANK
            No.
                              SHERYL
            Okay.

She nods.     They keep driving.

                                                        FADE TO BLACK

TITLE:                 "LITTLE MISS SUNSHINE"
MUSIC ENDS.

INT. KITCHEN - DAY
An   empty kitchen.    A phone and answering machine sit in the
FOREGROUND.       The message light   BLI~~ING.

In the background, through a doorway, the front door opens.
Sheryl and Frank enter carrying several bags and suitcases.
                               SHERYL
                        {calling out)
            Hello!     Anyone ... ?!
INT. HALLWAY - DAY
She leads Frank down a hallway.         He follows passively.
                           SHERYL
            Down here. We have you with Dwayne.
She knocks and pushes open the door to Dwayne's room. Dwayne
is on the b~d, reading THUS SPOKE ZARATHUSTRA. He sits up.

                              SHERYL
            Dwayne?    Hi, Uncle Frank's here.

Frank hesitates.      He gives Sheryl a look: "You're kidding."

                            SHERYL (cont'd)
            He doesn't mind~ Frank. We talked.
 Frank makes a half-gesture towards the rest of the house.
                      SHERYL (cont' d)
           We can't have you sleeping alone.
           The doctors said ...
                     (he looks at her)
           I'm sorry. I have to insist.
 Dwayne gets up and exits the room, pushing past them and
 avoiding eye contact. Sheryl enters the bedroom.
 INT. DWAYNE'S BEDROOM - DAY
 Sheryl goes and brushes off a cot.   Frank remains outside.
                            SHERYL
           You'll get along fine. He's really
           quiet. Look, I set up a cot.
                (he hesitates)
           Please, Frank? Please?
 Very unhappily, Frank enters the room and just stands there.
                            SHERYL (con t ' d)
           Thank you. I gotta start dinner.
           Come out when you're settled? And
           leave the door open. That's
           important.
                     (beat)
           I'm glad you're heree
She gives him a kiss on the cheek, then departs.
Frank sits on the cot in his nephew's bedroom. On it is a
Muppet sleeping bag with the Cookie Monster eating a cookie.
Frank glances at the sleeping bag, then averts his eyes.
This is pretty much the worst moment of his life.
INT. DINING ROOM - DAY
Dwayne is at the dinner table, reading.     Sheryl walks by.
                          SHERYL
          Dwayne, honey, there's a bucket of
          chicken in the car. Can you get it
          and I'll make a sal.ad?
Dwayne silently gets up and departs~ and the chaotic ballet
of dinner preparations in the Harvey household begins.
Sheryl opens the door to the downstairs rec room and shouts.
                          SHERYL (cont'd)
          Olive?!
                                                             7.


                             OLIVE ( 0. S. )
          Yeah?!
                        SHERYL
              Is Grandpa with you?!
                             OLIVE ( 0 . S . )
          Yeah!
                              SHERYL
          What are you guys doing?

                             OLIVE ( 0 . S . }
          Rehearsing!
                              SHERYL
          Okay!      Dinner in ten minutes!
                        OLIVE {0. S.)
          Okay!
INT. KITCHEN - DAY

Sheryl enters, opens the refridgerator, and begins pulling
out stuff to make a salad.
Abruptly, from the kitchen side door, Richard enters.
                             RICHARD
          Hi.

                            SHERYL
          Hi.     Frank's here.
                       RICHARD
          Oh.     Did Stan Grossman call?
                             SHERYL
          Check the machine.
He walks over and hits the answering machine.
                            MACHINE
          Hello.     You have one message.
It rewinds.     Dwayne enters holding a bucket of KFC.
                          SHERYL
          Just put it on the table, hon. And
          can you set the table? We'll do
          paper plates tonight.  I'll get
          cups and napkins.
Dwayne nods and departs. Sheryl exits in the other
direction. The phone message begins.
                                JEFF (O.C.)
                         (filtered)
               Sheryl, hey, it's Jeff. Listen,
               great news. You know, when Olive
               was down here last month, she was
               runner up in the regional Little
               Miss Sunshine ... ?
                                 RICHARD
                          (calling to Sheryl)
               It's from Jeff.
                    (to himself)
               Fuck!
 He stalks off.      The MESSAGE plays to the empty kitchen.
                             JEFF (O.C.)
                      (filtered)
           ... Well, they just called me and
           said that the girl who won had to
           forfeit her crown. I don't know
           why -- something about diet pills
           but anyway, that means Olive won
           the regionals/ so now she has a
           place in the State contest in Boca.
           They want to make sure she can make
           it, so I said you'd call them ...
 Sheryl re-enters.     She tries to listen to Jeff's message.
                            JEFF (cont'd) (O.C.)
                     {filtered)
           ... The woman's name is Lauren
           Henderson and her number ...
BEEEEP. The machine cuts him off.   Sheryl, not understanding,
shakes her head and returns to making her salad. Richard re-
enters/ picks up the phone and dials. Over the following, Dwayne
comes in and out, picking up stuff to set the table.

                          RICHARD
                    (into phone)
          Richard Harvey for Stan Grossman.
          Can you reach him ... ?! Yeah, tell
          him I want to know this thing is
          done -- I'm waiting for the
          numbers. No/ I understand that. I
          understand. Look, he has my cell,
          if he could just call me anytime
          over the weekend and let me know
          we're on, I'd be very, very
          grateful. Okay. Thank you. Bye.
He       up.
           Bitch.

                            SHERYL
           Richard ... ! So what happened with
           Stan Grossman?

                             RICHARD
           He's still in Atlanta.

                             SHERYL
           So why hasn't he called you?

                             RICHARD
           Will you let me worry about this?!

 Sheryl exhales, goes back to her salad.   Dwayne comes in.

                             SHERYL
           Dwayne, can you check on Frank?
           Tell him it's dinner time.

 Dwayne nods and heads off. Sheryl walks back to the door to
 the downstairs rec room and opens it again.

                      SHERYL (cont'd)
           Olive?!   Dinner time!

                      OLIVE ( 0 . S . }
          Okay!

INT. DWAYNE'S BEDROOM- DAY

Frank sits on the cot, staring at a photo in his wallet (we can't
see it). FOOTSTEPS approach. Frank puts the photo away.

Dwayne appears in the door, knocks, and mimes eating.

                            FRANK
          Dinner?
               (Dwayne nods)
          What? You don't talk anymore?
                    (Dwayne shakes his head)
          Why not?

Dwayne rolls his eyes and half-shrugs.

                           FRANK ( cont' d)
          You can talk.    You just choose not to?

Dwayne nods. Then he points to the bed-sheet painting of
Nietzsche hanging on his wall. Frank turns and looks.
                                                                     ..LV.




                       FRANK (cont' d)
            Is that Nietzsche? You don't speak
            because of Friedrich Nietzsche?
 Dwayne nods, turns and leaves.           Frank considers this.
                                 FRANK ( cont' d)
           Far out.
 INT. DINING ROOM - DAY
 Dwayne sits in his chair, folds his arms, and -- scowling --waits
 for everyone else to arrive. Frank tentatively follows. Sheryl
 comes out and puts her salad on the table.
                                 SHERYL
           Frank, you can sit here, next to
           Dwayne. Here's the salad.   I'm
           gonna run get Sprite for everyone.
 She walks off, pausing to open the rec room door again.
                        SHERYL     (cont'd)
           Olive!     Come on!     Dinner time!
                               OLIVE ( 0 . S . )
           Coming!!!
Sheryl disappears, leaving Dwayne and Frank alone.           Frank
sits. Dwayne scowls at the table in front of him.
Frank looks at his place setting -- a paper plate and a Big
Gulp cup with the Incredible Hulk on it. He picks up the cup
and examines it dispassionately. He puts it down.
DWayne doesn't move. Frank glances at Dwayne, not knowing
what to do. He seems to have met someone who is at least as
unhappy as he is.
This intrigues him.     He ventures:
                       FRANK
          Got a girlfriend?
Dwayne looks at Frank, then shakes his head.
                             FRANK ( cont' d)
          Boyfriend?
Dwayne gives Frank a look.
                             FRANK (cont'd)
          Kidding.     Kidding. I know.
                      (beat)
          So who      you        out
                                                                                       11.


Dwayne shakes his head.
                            FRANK ( cont' d)
            No one?  There must be someone ... !
                      (Dwayne shakes his head)
            You don't hang out with anyone? Oh
            come on. You must have one friend!
Dwayne reaches in his back pocket and pulls out a palm-sized
pad of paper. He flips it open and scribbles a note.
He   shows it to Frank.             It     reads:
                          "I hate everyone.n
                                          FRANK ( cont' d)
            Everyone?      What about your family?
Dwayne scribbles again.                   He shows it to Frank.          It now reads:
                          11
                               I     hate everyone!!!"

He's underlined "everyonen three times.                           Frank looks at him.
                                          FRANK (cant' d)
            You hate me?
Dwayne considers this.               He scribbles a new note.              It reads:
                          UJ:.Jot          yet. "

                      FRANK (cont'd}
            Fair enough.
They go back to sitting in silence.                       Richard comes out.
                              RICHARD
            Frank.     Good to see you.
                                          FRANK
            Richard ...
They shake.    Richard sits down.                   Silence.       Richard stands up.
                                          RICHARD
            I'm gonna get Olive.

He walks to the downstairs doorway and shouts.
                                          RICHARD {cent d}    I

           Dad!      Olive!          Come on!
                                          OLIVE ( 0 . S . )
                        (shrieking)
           We're                   !! !
                                                                 12.


Sheryl enters with a big bottle of Diet Sprite.
                              SHERYL
           You guys, go on and start. Frank,
           some Sprite? I want everyone to
           have at least a little salad.
                              FRANK
           Thanks, Sheryl.
She pours him a cup, sits down, and starts opening containers
of cole slaw and mashed potatoes.
Richard returns to the table, sits, and grabs a piece of
chicken from the bucket. Dwayne follows suit, as does Frank.
The meal begins.   Three seconds of silence.
                           FRANK (cont'd)
           So, Sheryl ... I couldn't help
           notice Dwayne has stopped speaking.
                              SHERYL
           Oh! I'm sorry.      Dwayne's taken a
           vow of silence.
                              FRANK
           You've taken a vow of silence?!
Dwayne nods .

                              SHERYL
           He's gonna join the Naval Academy
           and become a fighter pilot. ·He's
           taken a vow of silence until he
           reaches that goal.
                             FRANK
                     (to Dwayne)
           You're kidding ... !
Dwayne stares at Frank. He's not kidding.         Olive enters the dining
room, with Grandpa following.

                             OLIVE
           Hi, Uncle Frank!

                             FRANK
          Olive.   Boy, you're gettin' big!
                     (to Sheryl)
           Is she big for her age?
Sheryl nods. Olive, unprompted, walks over and gives him a
kiss on     cheek. She sees the bandages on Frank's
                                                           .L.:L



                              OLIVE
              What happened to your arms?
                                 SHERYL
              Olive ...
                                FRANK
              No, it's okay. I had a little
              accident. I'm okay now.

                             RICHARD
              How's the new routine coming?
                                OLIVE
              It's good.
                          RICHARD
           When're you gonna let us see it?
                                OLIVE
           I dunno.        It's up to Grandpa.

                         GRANDPA
          A couple of days. It needs a polish.

Olive sits.     Grandpa walks to the table.

                          GRANDPA (cont'd)
          What is this?! Chicken?! Every
          day it's the chicken! Holy God
          almighty! Is it possible, just one
          time, we could have something for
          dinner except the goddamn fucking
          chicken?!
Sheryl ignores him.        Richard tries to cut him off.
                               RICHARD
          Dad.. .     Dad...    Dad...    Dad! ! !

                          GRANDPA
          I'm just saying ... !

                         RICHARD
          If you want to cook or buy your own
          food, you're more than welcome ...

                             GRANDPA
         Christ.      Y'know, at Sunset Village ...
                         RICHARD
         If you liked Sunset Village so much
         maybe you shouldn't have gotten
         yourself kicked out of there ... !
                                                                              ..1..'-;t;.




                                   GRANDPA
                         (waves dismissively}
           Ahhhh ... !

 He takes out a piece of chicken and starts eating.                 A tense
 silence. Frank tries to get things going again.

                               FRANK
           When did you start?          With the vow?
 Dwayne shrugs.   He doesn't care to comment.
                          RICHARD
           It's been nine months. He hasn't
           said a word. I think it shows
           tremendous discipline.
                               SHERYL
           Richard ...
                           RICHARD
           I'm serious! I think we could all learn
           something from what Dwayne's doing!
           Dwayne has a goal. He has a dream. It
           may not be my dream, or your dream, but
           still. . . He's pursuing that dream with
           focus and discipline. In fact, I was
           thinking about the Nine Steps ...
                               GRANDPA.
           Oh, for crying out loud ... !
                           RICHARD
                     (evenly)
          ... About the Nine Steps, and how
          Dwayne's utilizing at least seven
          of them in his journey to personal
          fulfillment.
                              SHERYL
          Richard.       Please.

                          RICHARD
          I'm just saying! I've come around!            I
          think Dwayne deserves our support.
Frank looks at Dwayne.      Dwayne rolls his eyes.          Olive
addresses Frank.

                         OLIVE
          How did it happen?

                              FRANK
          How did what happen?
                                                           15.


                            OLIVE
           Your accident ...
                                 SHERYL
           Honey ...
She shakes her head:       "Don't go there."
                                 FRANK
           No, it's okay.        Unless you object ...
                                 SHERYL
           No, I'm pro-honesty here. I just
           think, you know ... It's up to you.
                                 FRANK
           Be my guest ...

                           SHERYL
           Olive, Uncle Frank didn't really
           have an accident. What happened
           was: he tried to kill himself.
                                 OLIVE
           You did?       Why?

                           RICHARD
           I don't think this is an
           appropriate conversation.
                     (to Olive)
           Let's leave Uncle Frank alone.

A beat.   Olive has stopped eating.
                                 OLIVE
           Why did you want to kill yourself?
                              RICHARD
           Frank.      Don't answer that question.
Frank stares at Richard.         He turns back to Olive.

                                 FRANK
           I tried to kill myself because I
           was very unhappy.
                                 RICHARD
                     (overlapping}
           Don't listen, honey, he's sick and
           he doesn't know what he's ...
                              SHERYL
           Richard. . .    Richard ...
                           RICHARD
           What?! I don't think it's
           appropriate for a six year old!
                           SHERYL
           She's gonna find out anyway.       Go
           on, Frank.
                          OLIVE
           Why were you unhappy?
Frank glances at Richard -- deadpan victorious -- and
continues.
                               FRANK
           Well, there were a lot of reasons.
           Mainly, though, I fell in love with
           someone who didn't love me back ...
                               OLIVE
          Who?
                               FRANK
          One of my grad students. I was
          very much in love with him.
                          OLIVE
          Him? It was a boy? You fell in
          love with a boy? .
                              FRANK
          Yes.     I did.    Very much so.
This is new to Olive.       She thinks it over.
                              OLIVE
          That's silly.
                              FRANK
          You're right.       It was very, very
          silly.
                              GRANDPA
          There's another word for it ...
                              RICHARD
         Dad ...
                          OLIVE
         So ... That s when you tried to
                        1


         kill yourself ... ?
                     FRANK
 Well, no. What happened was: the
 boy I was in love with fell in love
 with another man, Larry Sugarman.

                 SHERYL
 Who' s Larry Sugarman?

                     FRANK
 Larry Sugarman is perhaps the
 second most highly regarded Proust
 scholar in the U.S.
                RICHARD
 Who's number one?
                     FRANK
 That would be me, Rich.

                   OLIVE
 So...     That's when you tried ... ?
                    FRANK
Well, no. What happened was: I was a bit
upset. I did some things I shouldn't have
done. Subsequently, I was fired, forced
to leave my apartment and move into a
motel.
                   OLIVE
Oh.      So that's when ... ?
                    FRANK
          (hesitates)
Well, no. Actually, all that was
okay. What happened was: two days
ago the MacArthur Foundation
decided to award a "genius" grant
to Larry Sugarman.
          (deep breath)
And that's when ...
                GRANDPA
... You tried to check out early.

                   FRANK
Yes.     And I failed at that as well.

                RICHARD
Olive, what's important to
understand is that Uncle Frank gave
up on himself. He made a series of
foolish choices, and then he gave
up on himself, which is something
that winners never do.
                                                              ltL



 A beat. Frank looks like he could leap across the table and
 strangle Richard. Sheryl intervenes.
                                 SHERYL
              So that S the story, okay? Let's
                       1


              move on. Olive, how's your new
              routine coming?
                                 OLIVE
              Fine.   I    told you.
 Over the above, Frank turns and asks, regarding Richard:
                                 FRANK
           Is he always like this?
                     {Dwayne nods)
           How can you stand it?
 Dwayne writes a note, shows it to Frank.         It reads:
                            "I can't . "

Frank nods.     Richard addresses Olive.
                           RICHARD
           Honey, tell Frank why you're doing
           your dance routine.
                                 FRANK
           Olive. vfuy are you doing a dance
           routine?
                           OLIVE
           For Little Miss Crab-Cakes.
                                FRANK
                        (arch)
          A-ha!       Just as I suspected ... !
                         SHERYL
          Honey, tell him what Little Miss
          Crab-Cakes is.
                          OLIVE
          Little Miss Crab-Cakes is a beauty
          contest for everyone in Maryland. But
          you have to be six or seven years old and
          you have to be a girl.

Frank looks skeptically at Sheryl.
                                SHERYL                              *
          Don't look at me!         This is Jeff and                *
          the new step-Mom.         It's big down                   *
                                                                    *
                                                               l~.




                                  FRANK                              *
                            (to Olive}
                  So what do you think your chances are?
Olive takes the question like a pro.
                              OLIVE
              I think I can win.   'Cause a lot of
              the new girls -- they don't have
              the experience.
                                   FRANK
              Well, good luck.
                                   RICHARD
              It's not about luck. Luck is the
              name that losers give to their own
              failings. It's about wanting to
              win. Willing yourself to win. You
              got to want it badder than anyone.
                                   OLIVE
              I    do!
                                   RICHARD
          Do        you?
                   Really?
                    {a beat; she nods)
          Then youtre gonna be a winner!
She smi            Dwayne shakes his ·head and keeps eating.
                                  SHERYL
          Richard ...
                                  RICHARD
          What?!           It's true!

                               OLIVE
          I       was runner up in Florida!
                                  FRANK
          When were you in Florida?
                                  SHERYL
          Spring break. Jeff had custody for·
          two weeks. Olive made it to the
          top of the Regionals down there.
                          OLIVE
          I was second place.
                          RICHARD
          Sher, y'know, there's a message
          from Jeff on the machine.
                                                                   .c.v.



                              SHERYL
            Yeah.     Did you hear what it was?
                              RICHARD
            Actually, it was something about
            Little Miss Sunshine.
                            OLIVE
            What?   Little Miss Sunshine?     What?!
 She runs off.   Sheryl follows Olive into the kitchen.
 INT. KITCHEN - DAY
 Sheryl and Olive approach the answering machine.      The
 "message" light is blinking. Sheryl hits it.
                            JEFF (O.C.)
                     (filtered)
           Sheryl, hey, it's Jeff ... !
 INT. DINING ROOM - DAY
 Richard, Frank, and Dwayne try to listen, eating silently.
 INT. KITCHEN - DAY
 Olive and Sheryl listen.
                             JEFF    (O.C.)
                      (filtered)
           ... Something about diet pills, but anyway
           that means that Olive won the regionals,
           so now she has a place in the State
           contest in Boca ...
BEEEP. Over the above, Olive reacts with involuntary spasms
of shock, disbelief, and then pure, unadulterated euphoria.
She waits -- trembling -- to hear the whole message.         When it
ends, she puts her hands to her temples:
                             OLIVE
          Aaahhhhhhh! ! !   Aaahhhhhhhhhhhhh! ! !
          Little Miss Sunshine! Little Miss
          Sunshine! Little Miss Sunshine!!!
She goes running out into the dining room.
                         OLIVE (O.S.) (cont'd)
          Little Miss Sunshine! Little Miss
          Sunshine! Little Miss Sunshine!! f
Sheryl closes her eyes.
                                                                     21.


                                     SHERYL
           Fuck ... !
Sheryl picks up the cordless phone, dials.
INT. DINING ROOM - DAY
Sheryl re-enters with the phone.               Olive is rejoicing.
                                 OLIVE
           I won! I won! I get to go to the
           Championship! Oh, God! Oh, my God!
                        (beat)
           I    gotta pack!      I    gotta go pack!                       *
She rushes off to the downstairs doorway and disappears.
                                 RICHARD
           Wait, Olive, finish your dinner!
                                 OLIVE (0. S.)
           I'm finished!                                                   *
                                 GRANDPA                                   *
           What happened?                                                  *
                                 SHERYL                                    *
          Apparently, the girl who won                                     *
          Regionals was disgualified. So                                   *
          Olive has her place in the Finals.                               *
                                 RICHARD                                   *
          When are they?                                                   *
                                 SHERYL                                    *
          I'm calling Jeff right ... Jeff!                                 *
          Yeah, we just got it ... Yeah, she
          basically went crazy. No, I didn't
          get that, the machine cut you off.
She grabs Dwayne's pen and pad.               She scribbles.
                          SHERYL ( cont 'd)
          Uh-huh. In Boca Raton. This
          Sunday?! Can you take her? You
          canrt put it off? No, it's just ...
          We have to figure this out. No,
          I'll give this lady a call and
          we'll figure it out. Right. Bye.
She hangs up.
                                 RICHARD
          It,s Sunday?        Can Jeff and Cindy
          take her?
                                                          22.


                            SHERYL
                   {shakes her head)
          They're going to Maui.
They all look at each other.
INT. REC ROOM - DAY

We TRACK with Olive as she runs down a half-flight of stairs
and races around, picking up clothes and shoes that are         *
scattered about.
INT. KITCHEN - MOMENTS LATER
Sheryl enters carrying the bucket of chicken, the half-filled
containers of potato salad and slaw, and used paper plates.
Richard follows Sheryl.    Grandpa follows Richard.
                          SHERYL
          I have to go. I promised Olive I'd
          take her if she made the finals.
                            RICHARD
          You promised?
                            GRANDPA
          I'm going.
                            RICHARD
          Wait a minute, Dad ...
                          SHERYL
          We'll fly down, come back Monday.
Sheryl throws the plates in the garbage. Throughout the
following, she wraps the leftover chicken in Saran wrap and
puts the chicken and other leftovers in the fridge.
                            RICHARD
          How're you gonna get around down there?
                         SHERYL
          We'll rent a car.
                         RICHARD
          And stay in a hotel?
                            SHERYL
          We can afford it ... !                                *
                            RICHARD
          Sheryl ... !   This is      money!
                                                               23.


                            SHERYL
            Well, maybe if I had help bringing
            it in, y'know?! It all goes to
            your Nine Steps, which is not ...
                            RICHARD
            Honey. . .Honey. . . Honey ...
                      (patient)
           As soon as I hear from Stan, we'll get the
           advance, I will pay you back, we'll start
           generating revenue. But in the
           meantime ...
 Sheryl exhales, grits her teeth, shakes her head.
                              SHERYL
           Okay, we ll drive down.
                         1




                             RICHARD
           In the Miata?     How're you gonna fit
           Grandpa?
                             SHERYL
           Grandpa doesn,t have to come.
                             GRANDPA
           What ... ?! I coached her! I gave
           her the steps! I have to be there!
                           RICHARD
           Why don't you take the VW?
                           SHERYL
           I can't drive a shift, Richard!
           I've tried, and I can/t do it!
Having put away the leftovers, Sheryl opens the freezer and
pulls out a Jumbo Pak of popsicles.
                             SHERYL {cont 'd)
           We'll fly down.
                         RICHARD
          We can't afford it.
                             SHERYL
          Well, that's what we're gonna do!
          Unless you have a better idea.
She slams the freezer door and heads for the dining room.
INT. DINING ROOM - CONTINUOUS
Sheryl enters.   Richard and Grandpa follow.    Frank and Dwayne
are finishing       Sheryl tosses                 on the
                                SHERYL
              Here.     This is dessert.
    She sits, rips open a popsicle and takes a bite.     Silence.
    Dwayne and Frank glance at each other, then tentatively take
    popsicles for themselves. Richard takes a deep breath.
                                RICHARD
              Okay.     I'll drive the bus.
                                GRANDPA
              No!     I'll take her on a plane!
 Everyone ignores Grandpa.       Sheryl considers Richard's idea.
                            SHERYL
             What about Dwayne and Frank?
                            RICHARD
             They can stay here.
Dwayne and Frank look at each other.
                             SHERYL
             Richard. I was told explicitly I
             could not leave Frank by himself.
             No offense, Frank.
                                FRANK
             None taken.
                            RICHARD
             Well, I guess we can't go then! I
             mean, unless we take Frank and Dwayne
             with us!
A pause. All eyes turn to Frank and Dwayne.         Dwayne begins
vigorously shaking his head "No".
INT. OLIVE'S BEDROOM - DAY

Olive re-enters with dresses, shoes, and her swimsuit. She          *
pulls a suitcase from under her bed, opens it, and begins
stuffing her things in.
INT. DINING ROOM - DAY

Sheryl pleads with Dwayne.
                               SHERYL
            Dwayne/ please.      For your sister?
                            RICHARD
            Come on, Dwayne! It'
 Everyone stares at him. Dwayne takes his pad out and writes.
 Frank reads over his shoulder as it comes out.
                               FRANK
           "This ... is ... unfair ... All ... I .. .
           ask ... is ... that ... you ... leave .. .
           me ... alone."
 Dwayne stops writing, folds his ar.ms. In the background, we
 HEAR Olive packing. Sheryl turns to Dwayne.
                          SHERYL
           Dwayne: Flight school. I'll give
           permission. Come on. It'll be
           fun. You can go to the beach.
 Dwayne looks at her. FOOTSTEPS start coming up the stairs.
 Finally, he offers his hand. Sheryl shakes. Everyone is
 relieved. Dwayne scribbles another note. Frank reads it.
                               FRANK
           "But ... I'm ... not ... going ... to ...
           have ... any ... fun ! ! ! "
He puts his hand on Dwayne's shoulder.

                         FRANK {cont' d)
          We,re all with you on that one,
          Dwayne.

Olive re~enters, lugging her suitcase -- she is breathless,
flushed with excitement.
                              OLIVE
          Grandpa?     Is Grandpa coming to
          Florida?
                           SHERYL
          We '.re all coming.
                              RICHARD
          Sheryl, wait.      Olive, come here.
          Have a seat.
Olive walks over and sits next to Richard.
                         RICHARD (cont'd)
          Now there's no sense in entering a
          contest if you don t think you're
                                 1


          gonna win. Now, do you think you
          can win Little Miss Sunshine?
Sheryl starts to object, but Richard                    his hand, cutting
    off. Olive doesn't seem so sure.
                                                                 26.


                           RICHARD (cont'd}
            Yes or no, Olive. Are you gonna win?
 Olive thinks it over.     Then, with white-hot determination:
                             OLIVE
           Yes!
 Richard smiles and slaps the table.
                          RICHARD
           We're gain' to Florida!
 INT. VW BUS - ON THE ROAD - DAY
 Richard is driving. Sheryl rides shotgun. Frank and Olive
 sit in the second row. Dwayne and Grandpa sit in back.
 Dwayne is wearing aT-shirt that says, "Jesus Was Wrong".
Olive wears a large set of headphones that completely cover
her ears. She does little half-dancing moves to the music.
No one says anything.     They've been driving a while.
Grandpa's ar.ms hang limply by his side.
                             GRANDPA
          Jesus, I'm tired~ I am so fucking
          tired.
                     {to Dwayne)
          You know how tired I am? If some
          girl came up to me ... begged me to
          fuck her ... I couldn't do it.
          That's how tired I am.
                            RICHARD
          Dad!    Your language ... !   Please!
                            GRANDPA
          She's listening to the music ... !
                    (loud)
          Hey, Olive! I'll give you a
          million dollars if you turn around!
Olive is oblivious.
                            RICHARD
          Okay, but still, the rest of us ...
                            GRANDPA
          Ahhh, the rest of you ...
                      (to Dwayne)
          Can I give you some advice?
                    (Dwayne shakes his head)
                            (MORE)
                                                             L. I •

                          GRANDPA ( cont' d)
          I'll do it anyway. I don't want
          you making the same mistakes I did
          when I was young.
                             RICHARD
          Great.   I   can't wait to hear this.
                             GRANDPA
          Dwayne? This is the voice of                                *
          experience talking. Are you
          listening?
                    (Dwayne nods)
          Kid: Fuck a lot of women. Not just
          one woman. A lot of women. You're
          young ...
                              RICHARD
          Okay, Dad?    I   think that's enough.
                             GRANDPA
                    (ignores him)
          You gettin' any right now?      Tell
          me, really.

Dwayne shakes his head. Frank, amused, can't help but turn
around to watch this conversation take place.
                         GRANDPA (cont' d)
         Jesus! You're, what? Fifteen?
         You should be gettin' that young
                 There's nothing in the
         world better than the young stuff!
                        RICHARD
         Okay, Dad, enough. Stop it!

                            GRANDPA
         Would you kindly not interrupt me,
         Richard?
                   {to Dwayne)
         Look: right now, you're jailbait, they're
         jailbait. So it's fine.    The minute you
         turn eighteen -- Bam! You're lookin' at
         three to five.
                        RICHARD
         Dad, I'm gonna pull over ...
                            GRANDPA
         So pull over! You're not gonna shut me
         up! Fuck you! I lived 80 years! You're
         like those fuckers at Sunset Village ... !
                            FRANK
        What happened at Sunset Village?
                          SHERYL
           Frank, don't encourage him.

                             GRANDPA
           I'll tell you what happened! I pay
           my money, they let me in. I should
           be able to do what the fuck I wantr
                         SHERYL
          He started snorting heroin.
                            FRANK
          You started snorting heroin?!
                            GRANDPA
          I'm eighty!

                            FRANK
          You knowr that stuff'll kill you.
                            GRANDPA
          What am I, an idiot?
                    (to Dwayne)
          And don't you get ideas. When you're
          young, you're crazy to do that shit.
                            FRANK
          What about you?
                            GRANDPA
          Me?! I'm old! You get to be my
          age -- you're crazy not to do it.
Frank looks at Sheryl -- You/re letting this happen?   Sheryl
waves her hands~ exasperated.
                          SHERYL                                *
          We've tried, believe me! He's                         *
          worse than a two year old. The                        *
          intervention was a fiasco.                            *
                          RICHARD
          Can we please talk about something
          else now?
                            FRANK
         So I take it you didn't like it at
         Sunset Village?
                         GRANDPA
         Are you kidding? Fucking paradise
         there! They cook for you. Clean
         for you. You got golf. A pool.
         Now I'm stuck with Mr. Happy here,
                  on a
                                                               29.


                           FRANK
           Aren't there other places?
                           SHERYL
           He keeps getting kicked out.     Sunset was
           number four.
                           GRANDPA
           Motherfuckers.
                     (to Frank)
           Hey, listen: I know you're a homo, but ...
           You go to one of these places? There's
           four women for every guy. What does that
           say to you?
                           FRANK
           You must've been pretty busy.
                           GRANDPA
           Oh, man. They were knockin' on my door
           day and night!  It was almost too much!
           If I didn't have those little fuckin' blue
           pills ... Forget about itr
Olive sees Frank grinning at Grandpa.      She takes off her
headphones and· turns around.
                          OLIVE
           What are you guys talking about?
                           GRANDPA
           Politics.
                           OLIVE
           Oh.

A beat.   She puts her headphones back on.
                          GRANDPA
                     (to Dwayne)
           Fuck a lot of women, kid. I got no
           reason to lie to you. Not just one
           woman. A lot of women.
INT. DINER - DAY

Everyone sits in a round booth, looking at menus.
                          OLIVE
           Mom, how much can we spend?

                          SHERYL
           I'd say four dollars.     Anything
          under four.
                                                      .JV•




Olive nods.     A WAITRESS arrives.
                               WAITRESS
              Hi, you ready?
                               RICHARD
              Yeah.   Number five. And coffee.
                           SHERYL
           Number seven, over easy.           And
           grapefruit juice.
                               FRANK
           Fruit plate. And you have
           chamomile? With honey. Thanks.
                               GRANDPA
          The Lumberjack.        Coffee.      Extra
          bacon.
                               RICHARD
          Dad ...
                         SHERYL
          Richard/ don't start ...
                          RICHARD
          He's gonna kill himself ... !
                               SHERYL
          It's his life.
                               GRANDPA
          Thank you, Sheryl.
She shrugs.     Dwayne holds up his note pad.
                               WAITRESS
          Garden salad?        And you?
                               OLIVE
          Urn...      Sorry!   I'm sorry!
                          WAITRESS
          Take your time ... !
                          RICHARD
          Don't apologize, Olive.            It's a
          sign of weakness.
Frank rolls his eyes.      Olive sees something.
                               OLI\lE
          Oh, oh! I want waffles. And ...
          what does "A   mod-ee mean?   1
                                         '
                                                                    31.


                          WAITRESS
           It means it comes with ice-cream.
                            OLIVE
           Okay!    A la mod-ee!
                            SHERYL
           Olive.    For breakfast?
                          OLIVE
           You said, "Four dollars"!
                                    SHERYL
           Okay, fine.         Yourre right.
                                    WAITRESS
          Okay!     Be right back!

She departs.
                                    FRANK
          Actually, Olive ... ? "Ala mode" in French
          translates literally as "in the fashion".
          A ... la ... mode. Mode is derived from the
          La tin "modus   1
                           ' meaning due or proper
                               ,

          measure. There's kind of a funny story
          about ...
                           RICHARD
                     (cutting in)
          Frank ... ? Shut up.
                                   SHERYL
          Richard ... !
Frank waves Sheryl off: don't bother.          Richard turns to Olive.
                         RICHARD
         Olive, can I tell you something
         about ice-cream?
                   {she nods)
         Ice cream is made from cream, which
         comes from cow's milk. And cream
         has a lot of fat in it ...
                                   SHERYL
         Richard ...
                        RICHARD
         What? "She's gonna find out
         anyway." Right?
                                   OLIVE
         Find out what?
                                                      32.


                               RICHARD
               Well, when you eat ice-cream, the
               fat in the ice-cream becomes fat on
               your body ...
                              SHERYL
               Richard, I swear to God ... !
                               OLIVE
               What?   What's wrong?
                                 SHERYL
               Nothing, honey.     Nothing's wrong.
                           RICHARD
           So if you eat lots of ice-cream,
           you're gonna become big and fat.
           But if you don't, you 11 probably
                                       1


           stay nice and skinny.
 Sheryl puts her head in her hands.

                                 GRANDPA
           Olive, Richard's an idiot. I like
           a woman with meat on her bones.
 Olive is confused.
                               OLIVE
           I don't ...     Mom! Why is everyone
           so upset?

                          SHERYL
          I,m not upset, honey. I just want
          you to understand: It's okay to be
          skinny, and it's okay to be fat, if
          that's how you want to be.
          Whatever you want -- it's okay.
Richard rolls his eyes.

                          RICHARD
          Okay, but, Olive, let me ask you: the
          women in Miss America ... ? Are they
          skinny, or are they fat?
                             OLIVE
          Well ...     They're skinny, I guess.
                          RICHARD
          Okay! So they probably don't eat a
          lot of ice-cream. Do they?
Just then, the waitress arrives with a tray.
                          WAITRESS
           Okay: Coffee, coffee, grapefruit,
           chamomile. And here's your ice-
           cream. Ala mod-ee, right? I'll
           have your waffles in a sec!
She departs.   Olive stares at the ice-cream.    Finally:
                          OLIVE
           Does anyone want my ice-cream?
Sheryl just closes her eyes.    Grandpa jumps in.
                           GRANDPA
           Yeah, Itll have a bite. You mind?
           Dwayne? Frank? Olive's giving
           away her ice-cream here.
Dwayne and Frank quickly snap to.
                           FRANK
          You mind if I have a little?
Olive shakes her head. Frank and Dwayne dig in.      Even Sheryl
gets in on the act. Richard is not amused.
                          GRANDPA
                    {loudly)
          Boy, this is good ice-cream! I
          feel sorry for the people at this
          table who aren't enjoying delicious
          ice-cream early in the morning.
          Olive, you're not givin' away all
          your ice-cream? What about your
          waffles? You can't eat waffles
          without the ice-cream! You'll have
          lonely waffles in your stomach!
          C'mon/ have a bite.

                           OLIVE
          Wait.   Don't take it all!   Stop!
Olive picks up her spoon, fights them off.     She takes a bite.
                          RICHARD
          Olive ...
                          SHERYL
          Richard ... !
She glares at him~ ferocious.   Richard shuts up.
 EXT. PARKING LOT - DAY
 Richard -- anxious   listens to a greeting on his cell
 phone. A small BEEP.
                               RICHARD
                         (into phone)
               Stan! Richard! Look, I know you're
               busy, but we're dying to hear what
               kind of numbers you came up with in
               Atlanta. Call when you can.
 He clicks off as Sheryl, Olive and the others exit the diner.
 They trudge across the parking lot to the VW van.
                                SHERYL
           You get him?
                               RICHARD
           I    can't get a signal out.
                          OLIVE
           How long \til we get there?
                               RICHARD
           A long time.

                                OLIVE
           I    know, but ... how. long?
                         RICHARD
          We're doing six hundred miles
          today, and two hundred tomorrow.
          It's a lot of driving.
                               SHERYL
          Honey, I'll drive a while.
                             RICHARD
          No, it ' s okay ...
                               SHERYL
          No, you're right. I gotta learn to
          do this. I mean, you're doing it.
          How hard can it be?
INT. VW BUS - PARKED - DAY
Sheryl is trying to back up the bus.       She's grinding gears.
                         RICHARD
          Push the stick down hard!
                          SHERYL
          I'm pushing hard!
                           RICHARD
           Put the clutch in all the way!
                           SHERYL
           It's on the floor!
                                                   JUMP CUT TO:
 Richard tries. He keeps grinding gears as well.   It's a
 horrible sound.
 INT. SERVICE STATION GARAGE - DAY
 Richard and Sheryl talk to a MECHANIC.
 Behind them, Olive and Grandpa are playing that game where
 you try to slap the other person's wrists. When Grandpa gets
 hit, he reacts with cries of pain --much to Olive's delight.
 In the background, across the lot, Dwayne and Frank sit on a
 cinderblock wall, waiting for the situation to resolve itself.
                           MECHANIC
           Well, you got a problem.   Your
           clutch is shot.
                          RICHARD
          Can we get a new one?
                         MECHANIC
          Well, I tell you what: These old
          buses? We'd have to order it.
                          RICHARD
          How long'd that take?
                          MEC:HANIC
          Well, it's the weekend, so ...
          Maybe Thursday?
Richard and Sheryl react.
EXT. SERVICE STATION - DAY
Frank and Dwayne sit silently. Dwayne watches bitterly
this is just one more fiasco he's been dragged into.
Frank looks on wistfully as Sheryl -- thirty yards away
glances worriedly between Richard and the Mechanic. Frank
notices Dwayne's stare. He speaks without looking at Dwayne.
                            FRANK
          I don't know if you know this, but
          growing up?
                            (MORE)
                            FRANK {con t 'd)
            Your Mom was the cool one. She
            turned me on to Proust. She
            could've done anything.
 Dwayne looks at Frank -- he can't quite believe this.     He
 takes out his pad, half-smirking, and writes:
                     "What happened?"

Frank looks at the pad, then at Dwayne.
                           FRANK (cont'd)
            She had you, Dwayne.
He pats Dwayne on the leg, gets up, and walks back towards
Richard and Sheryl. Dwayne is left alone, taking this in.
INT. SERVICE STATION GARAGE - DAY
Frank wanders in as Richard presses the Mechanic. Grandpa
and Olive stop their game and join the conversation.
                          RICHARD
           Okay, look: we've come two hundred
           miles ... Is there a dealership
           around here?
                          MECHANIC
           Well, you eould call over to
           Clarksville, but they're probably
           closed. Y'know, it's the weekend.
                          RICHARD
           Yes, we're all aware of that.
Silence.   The Mechanic feels bad for them.     Dwayne re-enters.

                           MECHANIC
           Well, I tell you what: these old
           buses? You don't need a clutch to
           shift from third to fourth. You
           just ease up on the gas. You only
           really need the clutch for first
           and second.
Richard doesn't understand what he's getting at.
                           MECHANIC (cont'd)
           What I'm sayin' is: as long as you
           keep parkin/ on a hill, you get
           yourself goin' fifteen, twenty
           miles an hour, and you just start
           up in third.  Then you shift
           between third and fourth.
                                                                  ..:) I •




                                   RICHARD
              And you can drive like that?
                                   MECHANIC
              Oh, yeah. The problem's just
              getting up that speed up. As long
              as you keep parkin' it on a hill,
              you're fine. My brother and I once
              drove from here to Canada ...
                             RICHARD
              What if you're not on a hill?
                                  MECHANIC
              What?
                              RICHARD
              Imean, it's sitting here right now.
              There's no hill. How do we ... ?
The Mechanic considers this. He squints his eyes and runs
his tongue back and forth across his teeth.
                                  MECHANIC
              Well/ I tell you what: You get
              enough people -- you just get
              behind there and push. Just push
              it up to ten, fifteen miles an
              hour, and you just go. Everybody
              jurrp inside, and you just go!

They all stare at him.
EXT. PARKING LOT - DAY

Richard's at the wheel of the bus. Everyone else, including
the Mechanic, is behind the bus. The sliding door is open.
                         RICHARD
          Okay, ready?! Olive, Dad:           I   want
          you in the car first.
                                  OLIVE
          I       know.   We know.
                                  RICHARD
          Okay, is everyone ready?
                                  SHERYL
          Yes!        Let's go!
Richard starts up the bus.           Frank turns to the others.
                                                                        38.


                               FRANK
          I just want everyone here to know
          I'm the pre-eminent Proust scholar
          in the United States.
                               RICHARD
          Okay, go!       Push!
They all push.  The van starts rolling, slow at first, then
faster and faster. Finally, they're all running behind it.
                               RICHARD (cont' d)
          Olive, Dad/ get in!          Sheryl!
Olive, Grandpa, and Sheryl jump in the side door. The
Mechanic fades. Frank and Dwayne keep pushing faster.
                         RICHARD (cont' d)
          Okay, I'm puttin' it into gear!
          Get ready!
He guns the engine and shifts from neutral to third.             The bus
is REVVING low but is powering itself nonetheless.
                               SHERYL
          Okay, get in! Get in!
                    ( to Richard}
          Slow down! You're losing them!
                              RICHARD
          I can t! 1
                         I can't slow down!
Dwayne runs up to the door.       He sees Frank is fading.
He runs back to Frank, gets behind him, and pushes him up
alongside the bus. Frank dives in. Dwayne dives after him.
INT. VW BUS - ON THE ROAD - DAY
Everyone cheers.       Frank is panting.       Dwayne shuts the door.
                              RICHARD
          Is that it?       Are we in?
                              FRANK
                    (to Dwayne)
          "No one gets left behind! No one
          gets left behind!" Outstanding,
          soldier! Outstanding!
Frank salutes him.      Dwayne smiles, embarrassed.
INT./EXT. VW BUS, ON THE ROAD - DAY        ~   DRIVING MONTAGE
The VW        down an on-ramp onto               Interstate.
                                                                 39.


The VW cruises down I-95.       Signs pass.   Scenery goes by.
Inside the bus, everyone just stares out the windows.
Later, Grandpa is doing magic tricks for Olive. He produces
a quarter from behind her ear and gives it to her.
Later, everyone is playing rock, paper, scissors.
Still later, everyone is back to doing nothing.
INT. VW BUS - ON THE ROAD - DAY
Richard is pitching his business to Frank, who is bored, but
not as bored as he would be doing nothing. He is slouched
down, barely moving. Richard, however, is in full sell mode.
                          RICHARD
          ... So I start pitching "The Winner Inside~~
          to Stan ... Two minutes in, he stops me,
          says "I can sell this. ''
                1




                             FRANK
         Wow.
                             RICHARD
         This is the guy who broke Tony Robbins!
         He knows how to do it -- start with the
         book; media tour; then corporate events;
         consulting, videos series, direct buys on
         TV ... There's a science in how you roll
         these things out.
                             FRANK
         Interesting ... !
                         RICHARD
         So now he's at the Expo in Atlanta
         -- he's been hyping it UPr building
         the buzz -- he's gonna send it out,
         do a ticking clock auction.
                             FRANK
         How about that ... !
                         RICHARD
         And I can detect that note of
         sarcasm, Frank ...
                             FRANK
        What sarcasm?!
                           RICHARD
           ... But I just want you to know -- I
           feel sorry for you.
                              FRANK
           You do?   Good.
                          RICHARD
           Because sarcasm is the refuge of
           losers.
                             FRANK
           It is?!   Really?!
                          RICHARD
           Sarcasm is just the sour grapes of losers
           trying to pull winners down to their
           level. That's one of the lessons of Step
           Four.
                             FRANK
           wow, Richard! You've really opened my
           eyes to what a loser I am! Say, how much
           do I owe you for those pearls of wisdom?
                         RICHARD
          It's on me, buddy. It's on me.
                          SHERYL
          Okay, you ~uys, enough.     Frank,
          stop it.

                             FRANK
                    {pointing)
          "He started it!"

Even Sheryl has to laugh a little at this. Pretty soon,
everyone in the back is giggling. Even Dwayne smiles.
                          SHERYL
          You are bad!   You are so bad~
                             FRANK
          I know!
                         RICHARD
          Yeah, go on and laugh. You're whistling
          past the graveyard.
Richard maintains a steely composure. Then Richard's cell
phone goes off: BEEEEP-BEEEEP. He checks the number.
                                                               41.


                             RICHARD ( cont' d)
          There! Thatrs the call I've been
          waiting for! Everybody, please!
          Everyone . . . ? !
                      (clicks the phone)
          Stan! Hello ... ? Hello?! Hello?!
EXT. CONVENIENCE STORE I PHONE BOOTH - DAY
Richard is in a phone booth at a gas station I mini-mart.
Everyone hangs out by the bus -- parked on a slight incline
except Dwayne, who is doing push-ups on the grass nearby.
INT. PHONE BOOTH - DAY
Richard waits tensely.     Then -- abruptly -- he is ''up".

                           RICHARD
          Stan!    Richard! Yeah, yeah/ no problem!
          So ...   What'd we get?
He listens.   Gradually, his face falls.
BY THE VW -- Sheryl, Olive, Grandpa, and Frank watch Richard
on the phone. Dwayne wanders back to the van.
                         SHERYL
          Honey, I'm·gonna use the ladies
          room. You need to go?
                        OLIVE
          No. I'm gonna practice my routine
          over here.
                           SHERYL
          Okay.    Don't go too far.
They both wander off.    Frank turns to Dwayne and Grandpa.
                            FRANK
          I'm gonna get a drink.       You guys
          want anything?
Dwayne shakes his head, but Grandpa pulls out his wallet.

                            GRANDPA
          Yeah. Get me some porn. Something
          really nasty. None of that air-
          brushed shit, alright? Here,
          here's a twenty. Get a little
          treat for yourself too, if they got
          any fag-rags in there.

Frank stares at Grandpa. Then,                          twenty
and                    and                               Richard.
 INT. CONVENIENCE STORE - DAY
Frank stands at the counter, pointing out behind-the-counter
magazines to a middle-aged Indian-American PROPRIETOR.
                                FRANK
           That one. That one. And let's try
           that one. No, down.. . Yeah, that
           one. And a small grape Slushee.
By the front window, a good-looking YOUNG MAN is perusing the
newsstand, cradling a grocery bag. He stops and stares.
                               YOUNG MAN
           Frank ... ?
Frank turns.     They are startled to see each other.
                            YOUNG MAN (cont'd)
          Oh my God!     What are you doing here?!
Frank puts his arms behind his back, hiding his bandages.
                               FRANK
          I'm ... on a trip. What about ... ?   I
          thought you were ...
                               YOUNG MAN
          ... With Larry? Yeah, Larry bought
          a beach house, right down the road
          about -- I don't know -- about two
          miles. We're having this big blow-
          out tonight and he's all freaked
          we're not gonna have enough booze.
He nods to his grocery bag, filled with bottles of Merlot.
                               FRANK
          Larry's here ... ?!
                               YOUNG MAN
         He's filling the tank. He's ...
         Wow/ I can't believe this! How've
         you been?
                           FRANK
         Fine.     I'm fine.
                         YOUNG MAN
         Good. Good. You know, I heard .. .
         Someone told me you got fired ... ?
                           FRANK
         Yeah.     No, I quit. I quit.
                  's enough, you know?
                                                                4 . :L



                          YOUNG MAN
           Right. Well, good. Good for you.
           \Cause you always seemed so ...
           tense, y'know?
                             FRANK
           Yah.
                             YOUNG MAN
           So what're you up to now?

                             FRANK
           I'm... Weighing my options.       You
           know. Taking time off.
                             YOUNG MAN
           Well, great.   That's great.
 The Proprietor puts three porn magazines and a grape Slushee
 on the counter and rings them up for Frank.
                             PROPRIETOR
           $15.94/ please, sir.
The Young Man glances at the magazines, then at Frank. Frank
keeps his hands behind his back. An excruciating pause.
                             YOUNG MAN
           Well, great seeing you again.
                             FRANK
          Yeah.   You too.
                         YOUNG MAN
          Take care of yourself.
                             FRANK
          You too.
The Young Man turns and exits.       Frank hands over a $20 bill.
He watches the Young Man walk off while the Proprietor puts
the magazines in a brown wrapper and hands Frank his change.
Frank takes a few steps and peers out the window.
HIS POV -- The Young Man gets into a Jaguar convertible
driven by a distinguished-looking BEARDED MAN.
The Young Man says something and points back at the store.
The Bearded Man turns and cranes his neck.
Frank, in the store, ducks out    view. The Young Man and
the Bearded Man exchange a few words, then shrug    laugh.
                                                                 44.


 Then they drive off. Frank watches, heartbroken. Behind
 him, the Proprietor picks up the Slushee and waves it.
                              PROPRIETOR
           Ay!   Don't forget your Slushee!
 EXT. PHONE BOOTH - DAY

 Richard is grasping at straws.
                          RICHARD
           Okay, Stan, wait, lemme interrupt
           you ... No/ Stan, listen-- are you
           in Atlanta? 'Cause I'm coming
           right by you. Maybe I can swing by                          *
           and... No, Stan, listen ... !                               *
 EXT. VW BUS - PARKED - DAY

 Grandpa, standing by the bus, reads Richard's body language.
 Richard, in the booth, talks with increasing desperation.
                             GRANDPA
           He's not getting it.      Christ.
He and Dwayne share a look.      Grandpa turns away, troubled.
Frank walks stiffly back to the bus with his Slushee and the
wrapper. Without looking, he hands the wrapper to Grandpa.
                             FRANK
           How's it going?
                             GRANDPA
          Not so good.
Sheryl walks back to the vw as Richard hangs up the phone.
Richard stays in the booth for a second. Then he exits the booth
and walks back to the vw, passing Sheryl.
                          SHERYL
          So what happened?
                           RICHARD
          Nothing.   Let's get out of here.
He walks to the driver's seat.
                          SHERYL
          Wait a minute. I thought you said
          this was a done deal.
                          RICHARD
                     was a done
                                SHERYL
           You didn't get anything?
                     (beat)
           So where does that leave us?
                           RICHARD
           It leaves us fucked. That's where
           it leaves us.
 Pause.

                               SHERYL
           I can t believe I'm hearing this.
                  1


           Did you try negotiating ... ?
                           RICHARD
           Yes, I tried! I tried everything!
           What do you think ... ?! Let's just
           go, okay? Let's get out of here!
He starts the car.       She stares at him.      He won't look at her.
Finally, he turns and yells:
                               RICHARD (cont' d}
           Let's g.Q!!!
Furious, she goes and gets in the bus, slamming the door.
Everyone else      in.       Richard releases the brake and they
drift down the hill.
As the van rolls away, Richard shifts and GUNS the engine.
INT. VW BUS - ON THE ROAD - DAY

Silence. Everyone avoids everyone else's eyes.           Finally,
Frank glances around.
                               FRANK
          Where's Olive?
EXT. PHONE BOOTH - DAY

Olive stands next to the phone booth.

In the distance, the VW bus appears.
It drives up and swings around the road.
Dwayne slides open the door.         They barely slow down.
Olive dives in.       The van coasts downhill.
Then Richard                  gear       GUNS
                                                               46.


INT. VW BUS - ON THE ROAD - DAY
Richard drives. Everyone is tense except Olive, who listens
to her headphones. Finally/ Grandpa gets up and walks up to
the front of the bus. He speaks quietly to Richard.
                             GRANDPA
          Richard ...
                             RICHARD
          Yeah ...
                          GRANDPA
          Listen1 whatever happens -- at
          least you tried to do something on
          your own, which is more than most
          people ever do, and I include
          myself in that category. It takes
          guts, and I'm proud of you for
          taking the chance, okay?
                             RICHARD
          Okay, Dad.      Thanks.
He tries to be cool and dismissive, but Grandpa just stands
there.   Finally, Richard turns and makes eye contact.
Awkwardly, he offers·his hand to Grandpa.       They shake.

          Thanks, Dad.
INT. MCDONALDS - NIGHT

Everyone sits at a table eating.       No one says anything.
EXT. MOTEL - NIGHT

With keys in their hands, they walk along the motor court,
looking for their rooms.
                             SHERYL
          Here's eleven. Frank, you're
          twelve? And Grandpa's thirteen.
                           OLIVE
          Mom?   Can I sleep with Grandpa?
                          SHERYL
          That's up to him.
                             OLIVE
          Grandpa ... ?
                                                             47.

                           GRANDPA
           Okay. I got two beds. You could
           still use some rehearsing ...
                               OLIVE
           I know!      That's why I said ... !
                           RICHARD
           Everyone, we're getting up at
           seven. I'll knock on your door.
           We want to be on the road by eight
           so we can be in Boca in time for
           registration. It's two hundred
           miles/ so we can't dawdle.
                            SHERYL
           Frank?    You guys'll be all right?
                              FRANK
           We'll be fine.
Dwayne nods.     Sheryl kisses Dwayne and Olive.
                            SHERYL
          Okay.     Goodnight. Sleep tight.
Everyone waves goodnight to each other.
INT. MOTEL ROOM ELEVEN - NIGHT
Sheryl and Richard enter.       Sheryl closes the door.
                          RICHARD
          What a fucking nightmare ... !
                             SHERYL
          Richard ...     We have to talk.
                          RICHARD
          Please, not now. Let's just get
          through this and get home ...
                             SHERYL
          No, Richard.      We need to talk now.
INT. MOTEL ROOM TWELVE - NIGHT
Dwayne lies on his bed staring at the ceiling. Through the
walls we can HEAR Sheryl and Richard arguing very loudly.
                          SHERYL (0 . S . )
          You said it was a done deal!!!
                             RICHARD (0. S.)
          Stan              gave me his word!
                                                               4t$.



                               SHERYL (0 . S . )
               I'm not married to Stan Grossman!     Jesus,
               Richard, what're we gonna do?
                               RICHARD {0. S.)
               We just keep going ...
                               SHERYL (O.S.)
               I can't, Richard, it's too much!     It's too
               much, I can't take it!
 Et cetera. Frank wanders out of the bathroom, squirting Rogaine on
 his head and rubbing his scalp. He watches Dwayne.
                               FRANK
               Hey. Dontt listen to that.    Come
               on, let's watch the tube.
 He turns on the TV. Dwayne sits up and turns the TV off. He
 lies down, stares at the ceiling again. Frank looks at him.
                              FRANK
               I'm gonna brush my teeth.
 He turns and goes back to the bathroom.
 INT. MOTEL BATHROOM - NIGHT

Frartk enters, turns on the faucet, prepares to brush his
teeth. He sees himself in the mirror and stops. A beat.
He opens up his wallet, pulls out the photo he looked at
earlier, stares at it. Again, we can't see the photo.
He looks at himself in the mirror again.
INT. MOTEL ROOM TWELVE - NIGHT

The fight continues.      Dwayne listens, scowling.
                          RICHARD (O.S.)
           Itrusted him, okay?! Step Three
          is you have to trust people!
                          SHERYL (0 . S . )
          Fuck the Nine Steps, Richard!
          They're not working! It's overt!!
          Forget it!!! I never want to hear
          the Nine Steps again!!!
A stunned silence.     Dwayne, hearing this, just barely smiles.
                                                                        49.


  INT. MOTEL ROOM THIRTEEN - NIGHT
 Grandpa tucks Olive -- in pajamas -- into bed.              It's quiet -- we
 can't hear Sheryl and Richard fighting.
                                   GRANDPA
               There you go.       Snug as a bug in a rug.
                                   OLIVE
               Grandpa ... ?
                                   GRANDPA
               Yeah?
 She hesitates.
                                   OLIVE
               I'm kind of scared about tomorrow.
                                   GRANDPA
           Olive, you're gonna blow 'em out of
           the water. I guarantee it. They
           won't know what hit 'em.
 She smiles.     He/s about to leave her when ...
                                   OLIVE
           Grandpa ... ?
 He turns back.        She hesitates again.    Something's really
.bothering her.
                                 GRANDPA ( cont' d)
           It's okay.          What's the matter?
                              OLIVE
           I    don't want to be a loser.
                                  GRANDPA
           You're not a loser, Olive!          Why do
           you say that?!
                           OLIVE
           Because ... ! Dad hates losers.
           That's what he said!
                                  GRANDPA
          But you're not a loser! And your
          Dad would never hate you, ever!
                                  OLIVE
          But what if I lose tomorrow?
She's on the verge of tears.          He takes her hand.
                                                                    ...JVe




                             GRANDPA
           Whoa, whoa, back up a second. You can't
           lose. You know why? Because a real loser
           isn't someone who doesn't win. A real
           loser is someone who's so afraid of not
           winning they don't even try. That's not
           you! You're in the contest! You're gonna
           dance! So even if you win, or you don't
           win, you've already won! See? You see?
           You-see-you-see-you-see?
 He tickles her.   She squeals.       He stops, brushes her hair.
                            GRANDPA
           I think we're gonna have fun
           tomorrow. You think?
                     (she nods)
           Okay. I'm gonna get ready for bed.
           Goodnight. Sleep tight.
                           OLIVE
           Don't let the bedbugs bite!
He gives her a kiss, turns off the lamp.
 INT. MOTEL ROOM TWELVE - NIGHT
Frank re-enters from the bathroom wearing monogrammed silk
pajamas, a sleeping mask on his head. Dwayne is in bed
reading THUS SPOKE ZARATtruSTRA. Frank climbs into bed.
Dwayne sits up, looks at Frank, concerned.
                            FRANK
          What?
Dwayne shows his pad of paper to Frank.        It reads:
           "Please don't kill yourself
            tonight"
Frank shakes his head.
                            FRANK ( cont' d)
          Not on your watch.      I   wouldn't do
          that to you.
Dwayne nods, relieved. Frank pulls his sleeping mask over
his eyes, lies back. Dwayne leans over, turns out the light.
INT. MOTEL BATHROOM - DAY
Grandpa enters and locks       door.
                                                                 51.


 He opens his shaving kit and takes out a small mirror and a
 tiny ziploc baggie filled with light brown powder.
 INT. MOTEL ROOM ELEVEN - NIGHT
 Richard and Sheryl sit on opposite sides of the bedr not
 facing each other. It's quiet. They've hit rock bottom.
                           SHERYL
           Maybe we should try living apart.
           Just for a while.
 Richard closes his eyes.   This kills him.
 Abruptly, Richard stands, gathers his keys, wallet, etc.

                           SHERYL
           What're you doing? Richard ... ?
                          RICHARD
           I'm gonna fix this.
                            SHERYL
           Richard ...
                          RICHARD
           I'm gonna fix this. Don't worry.
He grabs his coat and exits, very determined.     Sheryl, left
behind, _flops back on the bed.
EXT. MOTEL PARKING LOT - NIGHT
Richard strides to the VW bus, parked parallel on the street.
 A small crowd of TEENAGERS is hanging out, smoking and
·drinking. Three Teen Boys are puttering around on mopeds.
Richard -- on a mission -- climbs in the VW's driver's seat
and starts it up. He shifts into third and REVS the engine.
The \rr# doesn:t move. He REVS it very high and loud, jostling
in his seat to try to get the bus going. It stays still.
Richard takes his foot of the gasf slumps back.
The Teens stop chatting and stare at him. Richard, at the end
of his rope, turns and looks at the Teens and their mopeds.
                                                        JUMP TO:

Richard walks up to the Teens on their mopeds.    They are
wary. Richard smiles, tries to be friendly.
                                                                 52.


                          RICHARD
           Hey! How would one of you guys
           like to make twenty dollars?

 The Teens look at each other.

                             TEEN BOY
           Fuck off, fag.

This amuses the other Teens. Richard -- undeterred -- pulls
out his wallet, opens it up to see how much cash he has.

                             RICHARD
           Okay, look ...

                                                         CUT TO:

EXT. HIGHWAY ENTRANCE - NIGHT - LONG SHOT

An empty highway entrance, lit by streetlamps.  Interstate
traffic flies by at 70mph -- cars, SUVs, eighteen wheelers.

Into the frame and down the entrance ramp rides Richard,
balanced precariously on a borrowed moped, pushing 35mph.

He edges into the break-down lane and drives parallel to the
SWOOSHING traffic, a look of grim determination on his face.

He passes a sign that reads/ "Atlanta, 23 Miles."                      *
                                                 FADE TO BLACK

EXT. MOTEL PLAYGROUND - NIGHT

It's quiet. An empty children's playground sits near the
motel/ lit by a single streetlamp.

Sheryl lies on a platform swing, rocking back and   for~h,
smoking a cigarette, staring up at the stars.

She looks at her wedding ring/ jiggles it with her thumb.

FADE IN the WHINE of a moped.

EXT. HOTEL PARKING LOT - NIGHT

Richard pulls into parking lot of a large chain hotel.       A
marquee out front reads, "Life/Styles Expo. Welcome!"

INT. HOTEL HALLWAY - NIGHT

Richard comes in a side exit and strides down a long,
carpeted hallway. Empty             rooms      the hall.
                                                              53.


Outside each conference room is an easel with a foam board
mock-up of a self-help book cover. Richard walks past face
after face of aspiring self-help gurus.
INT. HOTEL LOBBY - NIGHT
Richard -- windblown, still in shorts and sneakers -- strides
into a well-appointed lobby. A female CONCIERGE is on late-
night duty. He walks to a courtesy phone, picks it up.
                          RICHARD (cont'd)
                    (into phone)
          Stan Grossman/ please. Thank you.
Through the receiver, we hear RINGING.   Then VOICE-MAIL.
                          VOICE MAIL
                    (via phone)
          The hotel guest you're calling is
          not available. Please leave a
          message at the tone.
BEEP.
                          RICHARD
          Stan, it's Richard ...
                    (at a loss)
          I don't know where the fuck you
          are. I'm at your hotel. Call me.
He hangs up and looks around/ exasperated. He takes out his
cell phone and dials. He puts the phone to his ear.
As the phone RINGS in his ear, we hear the synchronized
BLEATING of a cell phone from the hotel bar nearby.
It takes Richard a second to make the connection.   He turns.
In the bar/lounge, a boistrous group of CORPORATE TYPES
prosperously attired men, meticulously groomed women -- are
seated around a booth, drinking and laughing together.
Holding court is Stan Grossman, a swarthy mid-30s go-getter
wearing khakis, loafers, and a cashmere V-neck.
Richard watches as Stan pulls out his cell phone, checks the
caller ID, shakes his head, puts the phone away.
Richard -- phone in his ear -- walks over and stands behind
Stan Grossman, staring down at him. The Corporate Types stop
laughing. Stan turns, looks up at Richard. Richard smiles.

          Hi~   Stan!
EXT. HOTEL PARKING LOT - NIGHT
Richard and Stan argue next to a dumpster in the parking lot
behind the hotel. Richard's borrowed moped is parked nearby.
                         RICHARD
          You said it would     ... !
                          STAN GROSSMAN
          That's what I thought! At the time!
                         RICHARD                               *
          But it's a great program! You said                   *
          yourself! I don't understand ... !                   *
                          STAN GROSSMAN
          It's not the program, Richard, it's
          you, okay? No one's heard of you.
          Nobody cares.
Richard exhales, shakes his head, gathers himself.
                         RICHARD
          So what's the next step?
                           STAN GROSSMAN
          There is none.    We had our shot.
          It didn't fly.   We move on.
                         RICHARD
          You mean give up.
                           STAN GROSSMAN
          Richard ...
                         RICHARD
          One set back, you're ready to quit.
                          STAN GROSSMAN
          Richard, listen -- I pushed this
          thing hard, okay? I rammed it down
          their fucking throats, all right?
          No one bought it. Now, I know the
          market. It's time to move on.
          You're not gonna win this one.
Richard stares at Stan, absorbing this. Then he speaks with
a strained nonchalance, nodding and smiling.
                          RICHARD
          Okay ... ! Good! I'm glad. You
          know why?        is what the Nine
          Steps are all about ...
                             STAN GROSSMAN
          Richard!     Jesus ... !
                          RICHARD
          You blew itr Stan. You,re out.
Richard turns and walks off. Stan can't believe it. He
watches Richard, shakes his head and re-enters the hotel.
Richard strides to the moped, looks both ways, climbs on and
pedals furiously. The moped sputters to life.
EXT. HIGHWAY - NIGHT
Richard, grim, rides his borrowed moped along the breakdown
lane as cars and trucks ROAR past him.
This is -- hands down -- the worst moment of his life.
Then there's a FLASH of lightning and a CLAP of thunder.     It
starts to rain. Richard keeps riding.
INT. MOTEL - NIGHT
A darkened motel room. We hear the WHINE of the moped as it
pulls into the parking lot and up to the door.
The door opens and Richard -- dazed, soaking wet -- steps in.
He closes the door behind him; walks over, lies on the bed
fully clothed -- and stares up at the ceiling.
Sheryl, sleeping, wakes up and sees Richard.
                            SHERYL
          Y'okay?
He nods. Sheryl rubs his arm, rolls over, goes back to
sleep. Richard stares up at the ceiling.

                                               FADE   TO BLACK
                            OLIVE (V. 0 . )
          Dad ... ?
INT. MOTEL ROOM - DAWN
Richard opens his eyes. Olive is standing next to the bed.
The blue light of dawn is coming through the windows.
                           RICHARD
          What is it, hon ... ?
                        OLIVE
         Grandpa won't wake up.
Richard takes this in.
EXT. AMBULANCE ROOF - DAY
We are behind the lights of an ambulance as it speeds down a
commercial strip. The LIGHTS FLASH and SIREN BLARES.
INT. HOSPITAL WAITING ROOM - DAY
Everyone sits silently in a waiting room, waiting for news.
Olive, bored, goes through a rack of medical flyers.   She
takes one and approaches Dwayne.
                          OLIVE
          You want to take an eye test?
                    (Dwayne shakes his head)
          Uncle Frank? You want to take an
          eye test?
                         SHERYL
          Olive, come here. Put that away.
          We're gonna have a family meeting.
          Dwayne? Family meeting.
                              RICHARD
          What?   Now?
                              SHERYL
          Richard ... !     Let S just do it.
                               1




She takes a breath.       She turns to the kids.
                            SHERYL (cont'd)
          First of all, the doctors are doing
          everything they can to help Grandpa right
          now. He's had a long ...
                      (searches for words)
           ... eventful life, and I know he
          loves both of you very much. But
          if God wants to take him, we have
          to be ready to accept that, okay?
                     (they nod)
          Now, I think you guys know we've been
          having money problems lately, with
          Richard's venture and everything ...                 *
         ,Things haven't really gone the way we
          hoped. So it looks like when we get home
          we might have to make some changes in the
          way we live. We might have to move out of
          our house. We might have to declare
          bankruptcy. I don't know. I have to talk
          to a lawyer about all that.
                                                                 .,) I   •




 She looks at Richard, the kids.      Her voice becomes shaky.
                             SHERYL (cont'd)
           But whatever happens -- we're a
           family. What's important is that
           we love each other. I love you
           guys sol so, so much ...
She turns away, starts to cry. Frank puts his hand on her
shoulder. Sheryl grasps it. Olive and Dwayne watch Sheryl.
Dwayne writes a note, shows it to Olive.       It reads:
                        "Go hug Mom!"
Olive goes and hugs Sheryl. Sheryl, crying, picks up Olive
and holds her in her lap, hugging her. Dwayne gets up, goes
across the waiting room and stares out the window.
OUT THE WINDOW
A second floor view. It's a banal suburban landscape.        Cars
go busily back and forth on a distant road.
Dwayne just stares out the window with a blank face.       Behind
him, a DOCTOR enters the waiting area.
                         DOCTOR
          Are you the family of Edwin Harvey?
INT. HOSPITAL ROOM ~ DAY
Everyone is gathered in a smaller room. The Doctor closes
the door behind him. He turns to face them.
                          DOCTOR
          I'm sorry. We did everything we
          could. He was ... It was too much.
          He probably fell asleep and never
          woke up. I'll have someone come
          talk about handling the remains.
                           RICHARD
          Thank you.    Appreciate it.
The Doctor opens the door and calls down the hall.
                             DOCTOR
          Linda ... !
He gestures, then departs.     Silence.
                             OLTVE
          Is Grandpa dead?
                                                            58.


                           SHERYL
          Yeah, honey.    He's passed away.
Olive nods, says nothing.
A hospital administrator, LINDA, comes in with a sheaf of
papers. She is overburdened and all business.
                          LINDA
          I'm your bereavement liaison, Linda.   My
          consolations for your loss.
                         RICHARD
          Thank you, Linda.
Linda hands Richard her sheaf of paperwork.
                          LINDA
                    (fast, indifferent)
          Okay. These are the forms you need
          to fill out -- death certificate,
          report of death and the M.E. pink
          slip. Try and be as detailed as
          possible. This is a brochure for
          our Grief Recovery Support Group
          that meets Tuesdays. If you'd
          like, I can refer you at this time
          to a funeral home so you can begin
          making arrangements.
Richard and Sheryl glance at each other.
                          RICHARD
          Urn, actually, pre-arrangements have
          been made with a home in Maryland.
                              LINDA
          In Maryland ... ?
                          RICHARD
          Yeah, we're passing through. Y'see, we're
          trying to get to Boca Raton ...
                         LINDA
          Okay -- if the body is crossing
          state lines? You're gonna need a
          Burial Transit Permit from the
          County Registrar ...
                         _RICHARD
          Okay, fine, but here's the thing --
          we're trying to get to Boca Raton
          by three 0 Clock this afternoon ...
                     1
                           LINDA
           Three o'clock? Today?
                     (checks her watch)
           That ain't gonna happen.

                           RICHARD
           It's for my daughter.     This is
           really important.

                           LINDA
           It may be important, but you still
           have to fill out this paperwork.

                           RICHARD
           Okay, I know this is unusual... Is there
           a way we can go and come back? I mean,
           can we do paperwork later?

                          LINDA
           You can't abandon the body ...

            RICHARD                             LINDA              *
I'm not gonna abandon the          ... Otherwise the hospital      *
body.  I just want to go and       becomes responsible ... Sir,    *
come back. We just need to         there's a way these things      *
get to Boca and then we'll         need to be done. Sir?           *
come back! We'll come back!        Sir ... ? Sir! ! !              *
                          ~INDA ( cont' d)
          Sir,    s may surprise you, but you'·re not
          the only one wh0 S had someone die here
                           1


          today, all right?! Now we have a wa~ of                  *
          doing things around here, and I'm gonna
          ask you to respect our rules and
          procedures!

Silence. Richard stares at the floor, seething.         A pause.
Richard speaks with great restraint.

                          RICHARD
          Could you ... ? Is there a way we could
          view the remains?

                          LINDA
                    (nods, also restrained}
          I'll show you/ yes. We haven't had
          a chance to move him downstairs.

She leads them out.

INT. HOSPITAL CORRIDOR - DAY

Linda stops in front of an intensive care room.
                                                                  60.


                             LINDA
              He's in here. Now someone may come
              by in a few minutes to take him to
              the basement, but just tell them
              who you are. They'll wait.
                               RICHARD
              Thank you.
                          LINDA
           When you're done with the paperwork
           I'll be in the nurse's station.
                               RICHARD
           Okay.      Great.   Thank you, Linda.
 She departs.
 INT. INTENSIVE CARE ROOM - DAY
They enter.     It's quiet.    There's a body under a sheet.
Richard walks over and peers under it, then puts it down.
He turns away and faces the wall. He starts hyperventilating
-- choking down the emotion. He doesn't want to lose
control, and he's not comfortable showing his feelings.
                            RICHARD
                     (under his breath)
           Goddamn it, Dad. Goddamn it.
                     (beat)
           Stupid, stupid, stupid ... !!!                               *
He shakes his head and takes a few sharp breaths, getting
himself under control -- still facing the wall.
Sheryl hugs Olive, stroking her hair. Olive is dry-eyed
this is all new to her. Sheryl bends down and whispers:
                          SHERYL
          We'll do Little Miss Sunshine next
          year. Okay, honey? Next year.
Olive nods. No one says anything.        Finally, Richard turns
around. He is very determined.

                          RICHARD
          No. We've come seven hundred miles. I'll
          be damned if I'm not making that contest.
                            SHERYL
          Honey ...    We can't leave him!
                                                                      61.


                                  RICHARD
              We're not going to leave him.

    Richard dumps the paperwork in a wastebasket. He opens the
    door, glances into the hallway. He closes the door.

                                 RICHARD (cont'd)
              Fuck ... !

    He looks desperately around the room.       He sees the window.

    He goes to the window, opens it up.

    EXT. HOSPITAL - DAY

    Richard peers out the window. He's at the back side of the
    building, seven or eight feet above a near-empty parking lot.

    INT. INTENSIVE CARE ROOM - DAY
    Richard ducks back in.     He tosses his car keys to Dwayne.

                                  RICHARD
              Dwayne.      Go around outside.

                                 SHERYL
              Richard ...    Whgt are you thinking?

                                 RICHARD
              We'll take him with us.

                                SHERYL
             No, Richard.      No. That's not going
             to happen.

                                 RICHARD
             He's better off with us than with these
             people!
                       (to Dwayne)
             Go under the window. Frank, you go with
             him.

                             SHERYL
             Dwayne, don't you dare!
                       (to Richard)
\
             Look: you stay here. We'll take
             Olive. Frank'll drive!

                                RICHARD
             We'll be there in two hours!  I'll
             have a funeral home meet us as soon
             as we arrive!
                       (never say die:)
             Listen, everyone.
                             (MORE)
                                                              b~.

                            RICHARD (con t ' d)
            If there's one thing Grandpa
            would've wanted, it's to have Olive
            perform at the Little Miss Sunshine
            pageant. I believe we'd be doing a
            grave disservice to his memory if
            we gave up now. There's two kinds
            of people in the world: winners and
            losers. And what's the difference?
            Winners don't give up. So what are
            we here? Are we winners? Or
            losers?
                                                          CUT TO:

EXT. HOSPITAL - DAY
Richard peeks out the window.
                                RICHARD
            Okay, ready?
Frank, Dwayne, Sheryl and Olive stand under the window,
trying to look inconspicuous. Frank gestures -- Wait.
Across the lot, two NURSES stroll toward the hospital.
                               FRANK
            Not yet ...     Not yet ...
The Nurses pass out of sight.
                            FRANK {cont' d)
            Okay -- go, go, go!
Richard disappears for a second, then reappears with a big
bundle wrapped in a sheet. He hoists it into the window.
                               RICHARD
            Careful ...     Careful ...
He edges the bundle off the window ledge. Frank and Dwayne
gently lower the bundle to the ground. They glance around.
                               FRANK
            Okay!   Here we go!     One, two ...
Frank, Dwayne, Sheryl and Olive lift the bundle together and
scuttle across the parking lot to .the VW bus fifty feet away.
An   ELDERLY COUPLE walking fifty yards away observes them.
                               FRANK {cont' d)
            Be cool.      Be cool. Almost there.
They arrive at the bus.
Dwayne whips open the vw~s back door (a hatchback that hides
your luggage) and they hoist the bundle in. Frank slams the
door closed. Richard comes sprinting into the parking lot.
                              RICHARD
           Okayr    let's roll! You ready?
                             FRANK
           Any time, Rich!

Richard starts up the bus, gets out and helps them push.
They get the bus rolling. The lot is at a slight incline~
which helps. Finally, Richard jumps behind the wheel.
                             RICHARD
           Okay, I'm putting it into gear ... !
Sheryl and Olive jump in the side door.
Frank and Dwayne run behind the bus, pushing like crazy.
                             FRANK
          Did I mention 1 m the pre-eminent
                             1


          Proust scholar in the US?
Richard REVS the engine and puts it in third. The bus begins
picking up speed. Dwayne and Frank sprint along side.
This time, IYwayne is prepared to push Frank up along-side the
bus. Frank lunges in. Dwayne jumps in after him.
INT. VW BUS - DAY

Dwayne slides the door shut. They're giddy and breathless
from the escape. They quickly sober up.
                             RICHARD
          Okay, what time is it?
                          SHERYL
                    (checks her watch)
          It's 11:30. How much further ... ?

                             RICHARD
          I dunno.     Two hundred miles ... ?
                             FRANK
          And when does registration end?
                             SHERYL
          Three o'clock.
They do the math.
                                                                    64.


                               FRANK
               It's gonna be close.
                            RICHARD
             No, we'll make it. We just can't
             stop. No one has to pee, right?
 Olive is thinking.
                              OLIVE
             Dad?    What's gonna happen to Grandpa?
                               RICHARD
             Honey, as soon as we get to
             Florida, I'm gonna call a funeral
             home in Maryland and theyrll take
             care of everything. Your Grandpa
             was smart and planned ahead. Okay?
 Olive nods. That's not really what she was asking about.
 Sheryl sees this.
                               SHERYL
             Honey, Grandpa's soul is in Heaven
             now. He's with God. Okay?
 Olive nods.     She turns and looks out the window.
 OUT THE WINDOW
. The passing landscape of the road leading back to the
  Interstate. It seems a long way from God.
 CLOSE ON OLIVE

 Thinking.
                                                       FADE TO BLACK

 Begin MUSIC        the same quiet tune that began the film.
 EXT. HIGHWAY - DAY - MONTAGE
 The VW cruises past fields,     billboards~   farms, rest stops.
 INT. VW BUS - ON THE ROAD - DAY - MONTAGE

 The dialogue below plays over the following shots.
 The family drives in silence, each looking out the window.
 Richard drives ·-- stoic, determined.
 Sheryl is pensive.     She sneaks glances at Richard.
Frank, subdued, watches Sheryl.       He rubs Olive on the head.
Olive, headphones around her neck, stares out the window.
Dwayne lies across the back seat, staring up.
DWAYNE'S POV    - Passing power lines undulate against the sky.
From the back, we see the highway passing as each person is
lost in a reverie.
Sheryl, in the front, looks at Richard, reaches over and rubs
Richard's neck. Richard glances at her, keeps driving.
                           OLIVE ( 0. S.)
          Uncle Frank? Does everyone get to                        *
          go to Heaven?
                          FRANK (O.S.)
          That's an excellent question,
          Olive. Actually, the Hindus
          believe that you get as many lives
          as you want. Buddhists believe
          that you live many lives but at a
          certain point you reach Nirvana and
          cross the finish line. Christians
          believe you only get one life --
          they don't believe in do-overs.
                           OLIVE (O.S.}
         What do you believe?
                           FRANK ( 0 • S • )
          Idunno. I haven't made my mind
         up. What about you?
                           OLIVE
         I think everyone goes to Heaven.
                           FRANK
         Even me?
                           OLIVE
         Yes!
                           FRANK
         You promise?
                           OLIVE
         Yes!!!
                                                   FADE TO BLACK
                                                                     oo.


 INT. VW BUS - ON THE ROAD - DAY

 They are cruising. Olive has her headphones back on, though
 she's not bouncing anymore -- just nodding her head. Sheryl
 points to a passing sign/ "Boca Raton-- 61 Miles."

                            SHERYL
            Sixty one miles. What time is it?

 Frank checks his watch.

                                 FRANK
            Five of two ... !

 Sheryl looks worriedly at Richard.           Richard steps on the gas.

                                RICHARD
            We'll make it!      Don't worry!

                            SHERYL
            We're cutting it close ...

                                RICHARD
            It's not even close!          We'll be ...

A car cuts in front of him.            He brakes.

                                RICHARD (cont 1 d)
            Look out!       Asshole!

He HONKS the horn loudly at the guy.

                                FRANK
           What happened?

                                RICHARD
           He cut me off!

The horn keeps HONKING intermittently.

                            SHERYL
           Okay.    You can stop now.

                                RICHARD
           It's not me!       This thing is stuck.

He tries to pull the horn button up. Instead, he gets a long
continuous HOOOONK. He lets go. It stops.

                           SHERYL
           Okay, just leave it ... !

Silence.   Then a   HO~~.     Another silence.       HONK, HONK.
                                                                       67.


                         SHERYL { cont 'd)
          Maybe if you pull it from ...
She tries to lift up another part.            HOOOOONK.   She stops.
                         RICHARD
          Just leave it, okay? We'll fix it
          when we get to Boca!
                              SHERYL
          Okay, fine!
Silence. HONK! Silence. HONK! HONK! Silence.                  Dwayne
puts his head in his hands. He can't stand it.

                              FRANK
          How many days \til you enlist?
Dwayne pulls out his pad and writes.           He shows it:

                       "623"

Frank contemplates this.
                      ,  FRANK {cont'd)
          Maybe I can adopt you.
Dwayne stares out the window.         HONK!    Silence.   HOOONK!

EXT. HIGHWAY - DAY
The van, its horn BLARING, cruises past a State Trooper
hiding behind an evergreen. The TROOPER hits the lights.
INT. VW BUS - ON THE ROAD - DAY
Richard sees the lights in the rear-view mirror.
                         RICHARD
          Oh, Jesus! I'm being pulled over!
          Everybody: act normal, okay?. Like
          everything is normal. Here we go ...
He pulls onto the breakdown lane and stops. The HORN
continues HONKING intermittently. The Trooper, a 50-ish good
ol' boy, gets out and approaches.
                          TROOPER
          How're you folks doin' today?
                            RICHARD
          Fine!    Doin' fine!
                     {HONK)
          Sorry!
                                                                    68.


                          TROOPER
           Having trouble with your horn?

                                 RICHARD
           Yeah, a little trouble.
                        (HONK)
           Sorry!
                        (HONK)
           Sorry!!!

 Frank leans forward gleefully:

                                 FRANK
           Don't apologize, Rich!          It's a sign
           of weakness!

Richard ignores him.

                          TROOPER
           Would you step out of your vehicle?

EXT. HIGHWAY - DAY

Reluctantly, Richard gets out.           The Trooper gestures towards
the back of the van.

                                 TROOPER
           Would you step this way?

                                 RICHARD
          No ... !

                                 TROOPER
          What?

                             RICHARD
          Don't ... !

                             TROOPER
          Don't what?

Richard shuts up.     The Trooper sees him glance at the trunk.

                             TROOPER
          You have something in your trunk?

                             RICHARD
          No! Nothing! There's nothing.            It   1
                                                            S
          just ... Don't open it.

The Trooper is incredulous.
                                                               6Y.


                          TROOPER
           Sir, you realize you've just given                        *
           me probable cause to search your
           trunk? Put your hands on top of
           your vehicle. Now don't move.
 He shakes his head and walks back towards the trunk.
                            RICHARD
           Please!    It's not illegal, it's ...                     *
                           TROOPER
           Sir, I'd advise you to keep your
           mouth shut.
 Richard shuts up. The Trooper pulls his gun and hesitantly
 approaches the trunk.
 INT. VW BUS - DAY
Everyone surreptitiously watches the Trooper.
                           SHERYL
                    (sot to)
           Oh no, what's he doing?!
EXT. HIGHWAY - DAY
Richard watches the Trooper walk around the back of the bus
and reach for the trunk.  He closes his eyes.
The Trooper opens the trunk.

                          TROOPER
          Whoa!   Goddamn!!!
Richard opens his eyes, shakes his head -- this is the end.
                          TROOPER
          Sir, would you come here?
Richard walks back.   The Trooper bends down behind the bus.
Rounding the corner, Richard sees the Trooper picking up
Grandpa's porn magazines, which have spilled onto the road.
The bundled sheet sits in plain sight. The Trooper,
distracted, gathers the magazines and stands. He grins.
                             TROOPER (cont'd}
          Don't worry,   I   ain't gonna bust you.
                                                               70.


 INT. VW BUS - DAY
 Everyone in the bus -- minds blown -- waves back.
 EXT. HIGHWAY - DAY
 The Trooper tidies the magazines and, grinning, shuffles
 through them with a connoisseur's eye    Swank, High Society,
 Black Tail.   The next magazine: Honcho.
 A beefy, moustached stud gazes smolderingly from the cover.

 The Trooper stops grinning·. He looks at Richard.   Richard
 shrugs and laughs nervously.
 INT. VW BUS - DAY
 As the Trooper's cruiser pulls back onto the highway,
 Richard walks to the front, climbs in, slams the door.
                              SHERYL
           What happened?!
                              RICHARD
                        (st~ely)
           I'll tell you when I regain
           consciousness.
                     (starts the car)
           Frank. Dwayne. Get out and push.
INT. VW BUS - ON THE ROAD - DAY
They are cruls1ng. The horn HONKS in occasional spurts.
Everyone ignores it. Olive plays with an eye chart she got
at the hospital. She points at a diminishing set of "E"s.
Dwayne is in the back seat, holding a hand over one eye and
pointing his finger up, down~ or sideways to correspond to
the rotation of the "E". Dwayne makes it through the chart.
                             OLIVE
          20/20 vision!      Mom, Dwayne has
          20/20 vision!
                             SHERYL
          I bet he does.
                         OLIVE
          Okay, further back!
Dwayne and Olive continue with the charts, with Dwayne
sitting further back. Sheryl points to a passing sign.
                             SHERYL
          Boca Raton!
                                                                    71.


 Frank checks his watch.
                                      FRANK
           It I s 2 : 15 PM . • • !

 Sheryl looks at Richard, who steps on the gas.
                          RICHARD
           We'll make it, okay?! Maybe a few
           minutes late.
                                      SHERYL
           No, Richard ... ! They said three
           0 Clock sharp! ··They were very
            1


           explicit. You don't want to fuck
           with these people. Trust me.

                                      FRANK
           You know where it is?
                                      SHERYL
           The Holiday Inn. She said it's just off
           the highway. You can't miss it.
                                      RICHARD
           She better be right.
In the back, Olive pulls out a new flyer.
                         OLIVE
          Okay, now I'm gonna test if you're
          colorblind. What letter is in the
          circle?
She holds up a chart with a green circle. Inside the circle,
in a mosaic pattern, is a bright red letter "A,'. Dwayne
makes a gesture, "There's nothing there."
                         OLIVE (cont'd)
          No, inside the circle! Right there!
uwayne shakes his head again.             Olive glances at Frank.
                        OLIVE (cont'd)
          It's an "A"! Can't you see it?!
          It's red! See? Right there!
Dwayne takes the chart and stares at it.
                                  FRANK
          You can't see the "A"? It's bright
          red. Can you see the difference
          between the green and the red?
Dwayne          his head                            turns away.
                                                                72.


                               FRANK ( cont' d)
          Oh, man.

Dwayne looks at him.       He pulls out his pad and writes:
                          "What?"
Frank doesn't say anything. Dwayne points violently at the
pad. Frank looks at him. Quietly:
                              FRANK {cant' d)
          Dwayne.     I   think you're colorblind.
Dwayne doesn't understand.        He points at the pad again.
                              FRANK (cant' d)
          You can't fly jets in the Navy if
          you're colorblind.
Dwayne does nothing. Then he seems to implode in on himself,
curling up in a ball. Frank shouts towards the front.
                              FRANK (cont'd)
          Rich, pull over!
                              RICHARD
          What?!
                              FRANK
          We have an emergency back here!
                             RICHARD
         What is it?
                             FRANK
         Just pull over!
                        RICHARD
         What's the emergency?
                             F:R.AN".K
         Sheryl, will you make him pull over?!
                             SHERYL
         Richard ... !
                        RICHARD
         We're gonna be late if ...
                             SHERYL
         Richard!!!

                             RICHARD
                                         I'm
                                                                  73.


He puts on the clicker.
EXT. SIDE OF THE INTERSTATE - DAY
The bus pulls into the break-down lane beside the highway.

The door slides open and Dwayne gets out onto the grassy
slope by the side of the road. He walks off with his head in
his hands. This is the first time we've heard his voice.
                                 DWAYNE
           Fuck!!!
                        (beat)
           Fuck!!!
The others get out of the car and watch him.
                                 SHERYL
          What happened?
                                 FRANK
          He's colorblind.          He can't fly.
                              SHERYL
          Oh, Jesus.      Oh, no.
Thirty yards away Dwayne falls to his knees, buries his hands
and face in the grass, and SHRIEKS like a wild animal.

There,s an out-of-control quality to his behavior that is
scary and disturbing. Finally, Dwayne rolls to a sitting
position, his hands covering his face.
He sits there crying.      The others don,t know what to do.
Richard glances at Sheryl.         He points at his watch and shrugs.
                          SHERYL (cont'd)
          Let's give him a second.
In the background, the VW keeps HONKING like some demonic
beast --mocking Dwayne's helplessness.
Finally, Sheryl approaches Dwayne.
                                 SHERYL (cont' d)
          Dwayne?      Honey?      I'm sorry.

He says nothing.     She sighs.
                                 SHERYL
          Dwayne ...    Come on, we gotta go.

                                 DWAYNE
          I'm not
                                                             74.


                             SHERYL
           Dwayne ...

                          DWAYNE
           I'm notl  I don't care!  I'm not
           getting in that bus again!

                          SHERYL
           Dwayne ... For better or worse:
           we're your family ...

Dwayne stands up and screams at them.

                           DWAYNE
           You're not my family!   I don't want
           to be your family!   I hate you
           fucking people!   I hate you!
                     {he points at them)
           Divorce! Bankrupt! Suicide!
           You're losers! You're fucking
           losers!

Everyone is stunned by this outburst.    Dwayne puts his hands
over his eyes and sits down again.

                          DWAYNE (cont'd)
           Just leave me, Mom.  Please? Just
           leave me here.

Sheryl gets up and walks back to the others.

                            SHERYL
           I   don't know what to do.

                          RICHARD
           We're gonna be late. Can we leave
           somebody here with him?

                            FRANK
           I'll stay.

                          SHERYL
           No, we're not doing that.

                          RICHARD
           Olive, you want to talk to him?

                         SHERYL
           No, Richard. There's nothing to
           say. We just have to wait.

A beat.   Then Olive walks over and sits do~m next to Dwayne.

                   red and snot is dribbling from           He
                 straw       's        some ants in
                                                                      75.


 She puts her ar.m on his shoulder and watches him poke.           The
 ants climb busily over the grass. They sit quietly.
 Then Dwayne stands up.
                               DWAYNE
            Okay, let's go.
 He walks back to the others.         His voice is automatic.
                               DWAYNE (cant 1 d)
            I apologize for the things I said.
            I was upset. I didn't really mean                               *
            them.                                                           *
                               FRANK
                       (mock-tender)
            Dwayne. . . We know you did.
                               SHERYL
            Frank ...
                         (to Dwayne)
            It's okay.      Let's just go.
They all start pushing the bus.
INT. VW BUS - ON THE ROAD -      DAY

 Richard is weaving through traffic -- the engine's ~~liNG
 VERY HIGH. Richard, Sheryl~ Olive, and Frank are looking
 ahead intently. Dwayne is slouched in the back, staring at
·nothing. The horn has tapered off to an occasional HONK.

Frank checks his watch.
                              FRANK
            2:50 ... !

                           RICHARD
            We're gonna make it! Olive, don't
            worry! We'll be on time!
                                                                JUMP TO:
The same.   Frank checks his watch.
                              FRANK
            2:55!

                            RICHARD
            Just look for the exit!       It's
            coming up!
                                                                JUMP TO:
                                                           76.


The same.     Frank checks his watch again.
                                FRANK
             2:58!
No one says anything.        Then Richard points.
                            RICHARD
             There! That's it! Can anyone see
             a Holiday Inn?
A beat.     Olive points.

                              OLIVE
             There!    Little Miss Sunshine!
As they ride up the exit ramp, the sign in front of the
Holiday Inn reads, "Little Miss Sunshine."
Richard comes off the ramp onto a four lane commercial road.
There,s a maze of service roads and parking lots between him
and the Holiday Inn. Richard is baffled.
                            RICHARD
             How the fuck do you get over there?
                                SHERYL
            Turn here!      Turn here!
Richard takes a right into a service road.
                            SHERYL (cont'd)
            Will you slow down?
                               RICHARD
            I can't!     I'm in third gear!

                               FRANK
            2:59PM!
                           RICHARD
            Does anyone see a turn-off? How
            the fuck do you get over there?

They drive past the Holiday Inn -- a few hundred yards away.
                               OLIVE
            Dad!     You drove past it!

                           RICHARD
            There's no place to turn in!
                              SHERYL
            Turn             You          turn around!
                                                              77.


                              RICHARD
           Okay, hold on, everybody.
 The VW screeches around in a wide arc across four lanes of
 (luckily empty) traffic. Richard guns the under-revving
 engine. They again drive past the distant Holiday Inn.

                           RICHARD (cont'd)
           Can anyone see a way in?

                          SHERYL
           Go over there/ then cut across!
                             RICHARD
           Okayr hold on!
The VW squeals around a left turn onto another service road.
                             RICHARD ( cont' d)
           Therers no way in!        What the fuck?!
                             OLIVE
          Dad!     You're driving past
                              SHERYL
          There!      Into the parking lot!
She points. Richard turns into an enormous empty parking
lot. He drives towards the Holiday Ir~ in the distance.
There's-still no clear path on how to get there.
                          RICHARD
          It's a dead end!

                          SHERYL
          No, go over there!

                             RICHARD
          It's the same!     There's no way ... !
He turns the wheel and they begin tracing a wide loop --
bombing around the parking lot at 35mph in a holding pattern.

                             FRANK
          Three o'clock!
                            OLIVE
          Dad ... !

                            SHERYL
          Go back out!
                            RICHARD
          We                      's no way in!
                                                            78.


                             SHERYL
           So we just keep going in circles?
 Richard says nothing.     Finally:
                          RICHARD
           Okay: Hold on, everybody!     Olive,
           put your seat belt on.
 He comes out of a wide arc and heads straight for the median
 strips separating him from the Holiday Inn.
                             SHERYL
           Oh, my God!
                             RICHARD
           Hold on, everyone!
He guns it. As soon as he hits the first median, the HORN
goes off and doesn't stop. They're in a new parking lot.
                             SHERYL
           Look out!
Richard goes SCREECHING past several parked cars. They're
one median strip away from the Holiday Inn parking lot.
                              RICHARD
          One more!      Here we go! Hold on!
They hit the median hard. A big bump. They've made it into
the Holiday Inn parking lot. The whole van sags to the rear.
Frank looks out the rear window.
A tire is wheeling off across the parking lot by itself.
                             FRANK
          We lost a tire, Rich!
                          RICHARD
          We'll get it later! Here we go!
They come gliding into a parking space, HORN BLARING.
Frank yanks open the sliding door. It slides back, slams
into the end of the track and derails. The whole door falls
off the side of the van and into the parking lot.
Frank doesn't even look back. He sprints across the lot
towards a distant banner marked "Little Miss Sunshine."
All     others --           Dwayne -- sprint      him.
                                                                   79.


 INT. REGISTRATION HALL - DAY
 A big carpeted hotel lobby.

 The doors open and Frank comes in, breathless.        He stops.
 The place is crawling with tiny blond girls and their
 stressed mothers. The girls are dressed, coiffed and made-up
 to within an inch of their life.
 Nearby, a CONTEST OFFICIAL is packing up her things behind a
 table with a "Registration" banner.
 Frank sprints up to her. The others catch up and stand,
 looking on -- desperate, disshevelled, breathing hard.
                             FRANK
           Hi, we're here to register!
                          OFFICIAL
           I'm sorry, we're closed.
                             FRANK
           But we have an entrant. Right
           here. We just need to check in.
                          OFFICIAL
           Registration ended at three.
                             FRANK
           It's three now!
                             OFFICIAL
          No ...
She points to a clock on the wall.      It's 3:04PM.
                         RICHARD
          Oh, have a heart! We're four
          minutes late! We just drove all
          the way from Maryland ... !
                             OFFICIAL
          Then you should have been here by
          three.
She tries to leave.   Richard stops her.
                             RICHARD
          Wait, wait, wait!     How can we make
          this work?

          Everyone      was                three.      I'd
          be giving unfair
                                                                       80.


                               RICHARD
               We're not asking for an advantage!
               We just want to compete!
                               OFFICIAL
               Don't yell at me, sir. I didn't make you
               late. We've settled on the schedule of
               the show and we've turned off our
               computers. Now the show starts in twenty
               minutes, I have a hair check to do, I'm
               sorry you're later but I can't help you.
 She tries to leave but they block her way.          Richard gets on
 his knees.
                            RICHARD
           Please! You don't know what we've
           been through ... !
                              SOUND GUY ( 0. S • )
           Uh, Ms. Jenkins ... ?
They all turn. There's a SOUND GUY -- a very portly young
man with a high voice -- who's clearly just heard the story.

                              SOUND GUY (cont'd)
           I    can put 'em in the system.
                         OfFICIAL
          Oh, Kirby, you don't have to!
                             KIRBY
          No, it's okay.      It's five minutes.
                          OFFICIAL
          Well ... It's your time.       'Scuse me.
She pushes past them.     Frank leaps up.
                             FRANK
          Hello! Everyone?! We've just
          witnessed a great act of compassion
          and human kindness! Exhibit A:
          we've got Eva Braun here -- making
          the trains run on time, and B:
          Kirby! My man! Currently the
          greatest human being on the planet!
          Applause, please!
He leads the others in applause. Everyone else in the lobby
ignores them. Kirby smiles, flips on the computer. They
crowd around.
                                                              81.


                            SHERYL
          Thank you so much!     You don't know
          what this means ...
                            KIRBY
          Please.     It's five minutes.

He glances in the direction of the Official, who has
departed, and shakes his head. Quietly:
                          KIRBY (cont'd}
          I ain't working for these people
          again. These people are crazy.
                    {to Olive}  ,
          So, what's your name?

                            OLIVE
          Olive.
                             KIRBY
          Olive.     That's a nice name.
She smiles.   He starts tapping away at the computer.

Olive glances away and freezes. Across the room is Miss
Florida, sitting behind a table, signing photos for kids.
Olive is in awe.
                          OLIVE (cont'd)
          Mom! It's Miss Florida! Look!
          It's really her!
                            SHERYL
          You want to say hello?

Olive shakes her head, intimidated -- it's like meeting a god.
                          SHERYL ( cont' d)
          Come on, she looks nice. We'll
          just say hi.
                    {to Richard)
          You got this?

Richard nods -- I'll take care of it.
Sheryl drags Olive to the back of the line -- a half a dozen
girls and their mothers. The GIRL in front of them turns and
stares at Olive -- sizing up the competition. Olive smiles.
                            OLIVE
          Hi ... !

The Girl quickly turns back around, not           anything.
                                                               82.


Olive takes this in stride. Frank and Dwayne approach,
carrying the family's luggage and a Sunday NY Times.
                              FRANK
           Hey. I'm getting a room.      We'll
           set up a base camp.
                          SHERYL
           Okay, we'll come find you.
Frank and Dwayne walk off. Olive watches them go, then turns
and looks at the other girls.
Again, they're all miniature Barbies with expensive clothes
and hair. All of them are several inches shorter than Olive,
who is still dressed in her traveling clothes -- denim cut-
offs and black Converse high-tops. She stands out.
Two TWIN GIRLS are chasing each other around, giggling.
Olive watches. Eventually, the Twins see Olive watching them.
They whisper to each other and giggle. Olive gives them a
friendly half-smile. Finally, the Twin Girls approach Olive.
                              TWIN GIRL ONE
           Are you on a diet?
                             OLIVE
           What?
                          TWIN GIRL ONE
           Are you on a diet?
                             OLIVE
           No ... !
                             TWIN GIRL TWO
           Didn't think so!
They dissolve into giggles and ru..Tl         Olive is disturbed.
Sheryl is steamed but doesn't know what to do.
ACROSS THE ROOM
Kirby finishes up with Richard        having him sign a release.
                            KIRBY
          And sign ...
                       (Richard signs)
           ... And you're done!    Here's your
                      tickets; sash; tiara.                          *
                      else?                                          *
                                                              83.


                            RICHARD
           Yeah. Is there a funeral home
           around here?
INT. HOLIDAY INN ROOM - DAY
A quiet, empty room.

Frank and Dwayne enter, dropping the luggage on the floor.
Dwayne immediately walks to a bed in the corner of the room
and lies facing the wall. Frank surveys the room with a
jaundiced eye. He walks over, peers out the window.
Frank turns, looks at Dwayne lying on the bed. He walks
over, settles into a chair, pulls out his NY Times.

                            FRANK
           Hey, you know, facing the wall like
           that ... ? There's no way you gonna
           stop me from killing myself. No
           way! I could be out the window
           before you even turn around.
A beat.   He opens up a Sunday New York Times.
                            FRANK   (cont'd)
           Sorry.
He looks at Dwayne for a few beats, then shakes his head and
opens up the Book Review section.
IN THE BOOK REVIEW
is a full-page ad for Understanding Proust by Larry Sugarman.
A banner reads, "The Surprise Bestseller from America's # 1
Proust Scholar! '' There' s a photo of Larry Sugarman, in a
beard and glasses, looking very serious.
Frank stares at the ad.
EXT. HOLIDAY INN BALCONY - DAY
Frank opens a sliding door and steps on to the tiny balcony.
He walks to the edge and looks over.
It's eight floors down to the parking lot.
Frank considers the drop.
Then he pulls out his wallet and takes out the photograph.
                                                                 84.


 THE PHOTO shows Frank and the Young Man from the convenience
 store at some chic party, wearing tuxes, smiling, and
 drinking Champagne.
 Frank stares at the photo.
 He looks up and surveys his surroundings -- a rather grim
 landscape of Burger Kings and Jiffy Lubes.
Quietly, he puts the photo away and turns back to the room.
EXT. PARKING LOT - DAY

Richard approaches the VW bus with two funeral home WORKERS
in jumpsuits who affect a bored, seen-it-all demeanor.
WORKER ONE, 40s, is an old pro. WORKER TWO, 20s, is a fresh-
faced rookie. A FUNERAL HOME VAN is parked in the background.
                               RICHARD
              ... We're driving five, six hours--
              we thought he was napping. By the
              time we figured it out it was too
              late.
                                  WORKER ONE
              ... Too late.      So where's the body?
Richard turns; pops the trunk, averts his eyes, and opens it.
The Workers look in the trunk.           Then look at Richard.
INT. LOBBY - DAY

Olive finally makes it to the front of the line.
                                MISS FLORIDA
             Hl. .I   What's your name?

                                 OLIVE

                         MISS FLORIDA
         What's your talent, Olive?
                                 OLIVE
         I       like dancing!
                       MISS FLORIDA
         Dancing? Dancing was too hard for
         me! I'm a singer. You must be a
         good dancer!

         I      am!    I'm       ly good!
                                                          85.


                             MISS FLORIDA
              I bet you are! Well, thanks for
              stopping by, Olive. Best of luck!
But Olive is not quite ready to move on.
                              OLIVE (cont'd)
          Ummm...       Miss Florida?
                         MISS FLORIDA
          You can call me Bonnie!
                              OLIVE
          Bonnie ... ?     Do you eat ice cream?
                          MISS FLORIDA
                    (perplexed)
          Yes! I love ice cream! My favorite
          flavor is Chocolate Cherry Garcia.
          Although, technically, I think that's a
          frozen yogurt. Okay?
                          OLIVE
          Okay, thank you, Bonnie!           Bye!
                                MISS FLORIDA
          Bye!
                    {to the next girl)
          Hi, what's your name?
Sheryl and Olive head off.
                          OLIVE
          She eats ice cream, Mom!
                                SHERYL
          I    heard!
EXT. PARKING LOT - DAY

Richard signs an invoice. Worker Two closes the rear doors of the
van, climbs in the driver's seat and starts the engine.
Richard hands the clipboard to worker One. He hands Richard a
cardboard box containing a wallet, glasses, a keychain, etc.
                         WORKER ONE {cont'd)
          The personal effects ...
                                RICHARD
         Oh .     Thank you .
                                WORKER ONE
         You take care.
                                                             86.


                             RICHARD
          You too.      Thanks.
Worker One gets in the van and slams the door.
The van pul   out, drives to the edge of the parking lot and
puts on its turn signal. Richard watches. The van pulls
into the street and drives off, disappearing into traffic.
Richard is left alone, holding the box of Grandpa's stuff.
INT. HOLIDAY INN ROOM - DAY
Sheryl and Olive enter. Dwayne is still on the bed facing
the wall. Frank is slumped in a chair, staring at nothing.
                            SHERYL
          Frank ... ?   How're you guys doing?
Sheryl silently points at Dwayne. Frank shrugs. Sheryl goes
and starts opening luggage. She pulls out a bathing suit.
                          SHERYL
          Okay, Olive. Let's put on your
          swimsuit. Here. You want to
          change in the bathroom?
Olive takes the swim-suit and goes into the bathroom.
Sheryl begins gathering up Olive's costumes.
                          SHERYL (cont'd)
          Dwayne, I know you hate all of us
          and want to kill yourself   But
          since we're here anyway, why dontt
          you guys go to the beach?

                             FRANK
          Heyr there's an idea! The beach!
          Come on, we'll walk over, go
          surfing, ~aybe meet some chicks ...
          Whaddaya say?
INT. HOLIDAY INN BATHROOM - DAY

Olive finishes putting on her swim-suit. There's a full-
length mirror on the back of the bathroom door.
Olive turns around and reaches for the door knob.    She stops.
She steps back and looks at herself in the mirror.
She turns sideways.     She sucks her stomach
                   time she's ever done
                                                                     87.


                               SHERYL ( 0 • S • )
             Frank, here's your tickets. That's
             you and Dwayne. She's going on
             last, now, because we were late ...
                               FRANK (O.S.)
             We'll be there.     Don't worry.
Olive turns back frontal.        She lets her stomach hang out.
She S not happy with what she sees -- also the first time.
    1




INT. HOLIDAY INN ROOM ~ DAY

Sheryl finishes gathering up Olive·, s costumes.

                               SHERYL
             Olive, you ready?      We gotta go!
                               OLIVE ( 0 . S . )
             Coming!
INT. HOLIDAY INN BATHROOM - DAY

Olive stares at herself in the mirror. She's making up her
mind about something.  (Winner or Loser?)
Then, very determined, she walks out of the bathroom.
INT. HOLIDAY INN ROOM - DAY

Olive comes out.       Sheryl is there.
                             SHERYL
             You ready? Let's go!
                       (to Frank)
             Frank, do your best!
They exit.    A beat.    Dwayne sits up.
He's depressed, but no longer catatonic.            He looks at Frank.

                               DWAYNE
             Let s get out of here.
                1




INT. LOBBY - DAY

Richard -- holding the box of Grandpa's stuff -- finds a
bench and sits down. He seems shaken.
Around him, the pre-pageant hubbub is at a fever pitch.
He flips            Grandpa's stuff -- keys, glasses/ gum.
                                                                        88.


He looks up and surveys the frenetic activity - mothers
combing their daughters' hair, little girls practicing ballet
moves, girls crying, girls laughing and chasing each other.
Then, across the lobby, the elevator doors open and Sheryl
and Olive step off carrying garment bags and travel cases.
Richard gets up and intercepts them.        Sheryl sees him coming.

                               SHERYL
             Hey.    D'you take care of ... ?
                            RICHARD
             Yeah, I did. Wait a sec. Olive, come
             here. Time for a pep talk.
                            SHERYL
             Richard, we're late already ... !
                            RICHARD
             This is important! Olive, come
             here.
She goes to him. He hunches down, takes her hand, searching
for words as if the very meaning of his life were at stake.
                               RICHARD (cont'd)
             Olive ... I know you and Grandpa
             worked on this together. I b1ow
             how much it meant to him. We drove
             nine hundred miles to get here. Our
             car broke down. We've been through
             a lot. But I think it'd all be
             worth it ... if you won tonight.
                                SHERYL
             Richard!     Jesus! Olive, come on!
She tries to pull Olive away but Richard holds on to her.
                               RICHARD
             Okay, Olive?     Okay?
Olive stares.       She really wants to please him.         She nods.
                               RICHARD (cont d} 1


             Good girl!     Go knock 'em dead!
Sheryl shakes her head and pulls Olive off towards the
backstage area. Richard watches them go.
INT. BACKSTAGE - DAY
Sheryl and
                                                    Mom or a Groomer.
                                                               89.


 INT. DRESSING ROOM - DAY
 Sheryl finds a tiny empty dressing room in back and hangs a
 garment bag of Olive's costumes on the door.
                                 SHERYL
              Okay, we have about one minute.   You want
              to do hair or make-up?
 Olive thinks. It's like the fate of the free world is at
 stake. Finally:
                                OLIVE
              Make-up ... !
Kirby pokes his head in the door.
                               KIRBY
              Hey.    I need your music!
Olive goes to her bag, digs in, hands him a disc.

                                OLIVE
              Here.
                                KIRBY
              This?     Did you choose this?
                                OLI\lE
              My Grandpa did.
                                KIRBY
              Your Grandpa?     What track?
                                OLIVE
              Twelve.    Oh, one thing ... ?

She glances at Sheryl, then goes and whispers in Kirby's ear.
Kirby smiles.
                                KIRBY
          Okay, you got it.

                          OLIVE
          Thank you, Kirby!
                         KIRBY
          I'll be looking for you.
He departs.
                                                                90.


 INT. AUDITORIUM - DAY
Richard finds his reserved seats - four seats on the aisle.
He sits in the fourth seat and lays his jacket across the
other three, saving them for Sheryl, Dwayne, and Frank.
The guy next to him is a grizzled BIKER sitting impassively
with his arms folded. Richard tries to be friendly.
                               RICHARD
             Hey.
The Biker glances at him and nods.         Richard persists.
                             RICHARD (cont'd)
             You got a kid in the show?
The Biker looks at him.       He takes an earplug out of his ear.
                              BIKER
             What?
                            RICHARD
             You got a kid in the show?
The Biker stares at him.
                              BIKER
             First time?
Richard nods -- Yeah! The Biker nods -- Figures. He puts
the earplug back in his ear and resumes his impassive stare.
Richard is unnerved.       The LIGHTS DIM.
Onstage, an MC steps up to a microphone.        A DRUMROLL.

                             MC
             Ladies and gentlemen. Welcome to
             the 14th annual Little Miss
             Sunshine pageant! Let's welcome
             the contestants!
MUSIC.     Big APPLAUSE.
Twenty-five little girls parade out on stage in swim-suits.
Twenty of them are blond -- some bleached. They've been
arranged from shortest to tallest.
Olive -- at least two inches taller than everyone else         is
at the end of the line.


They end            a             across
                                                                     91.


                            MC (cont'd}
            We have twenty five contestants
            from all over the State of Florida.
            At the end of the evening, one of
            these girls will be crowned Little
            Miss Sunshine!

 Richard, in the audience, claps enthusiastically.         The Biker
 claps without enthusiasm.

 EXT. BEACH - AFTERNOON
 A glorious, sunny day.      The ocean stretches out to infinity.

 Dwayne and Frank, in swim trunks, are at a surfboard rental
 shop on the beach. The ocean's dead calm. Frank is handing
 money to a DUDE at the shop. Dwayne looks out at the water.

                              DWAYNE
           There's no waves, Frank.

                              FRANK
           We don't need waves.        We 1 ll just
           paddle out.

 INT. AUDITORIUM - DAY

The MC is up on the stage.         Another DRUMROLL.

                              MC
           ... Let's hear a big round of
           applause for the evening wear!

MUSIC.  Big APPLAUSE.  The same girls -- in precocious
evening-wear -- come out in the same order and do the same
little loop around the         Olive's on the end again.

Richard, in the crowd, applauds -- a little less heartily.

EXT. ON THE WATER - DAY
Frank and Dwayne paddle straight out into the ocean.  It's
calm, but the shore is a long way away.  Dwayne looks back.

                             DWAYNE
          How far are we?

                             FRANK
          I dunno.     Quarter mile?

                             DWAYNE
          You wan.na stop?

Frank shrugs.   They                          down into the water.
                                                            92.


                            FRANK
           Hey.   Think you can touch bottom?
                            DWAYNE
           How far is it?
                            FRANK
           Must be ten, twelve feet. Come on1
           Y'ready? On your mark, get set ...
 They dive down into the water.
EXT. UNDERWATER - DAY

It's about fifteen feet to the white sand on the bottom.
Dwayne swims all the way down to the bottom.
Frank swims down more slowly.       He finally makes it.
He comically mimes that he's drowning.
Then he and Dwayne come back up.
EXT. ON THE WATER - DAY

They resurface.
                            FRANK
          Victory!   Yes!
They rest on their surfboards, breathing hard.
Then, without waiting, Dwayne dives down in the water again.

EXT. UNDERWATER - DAY - MONTAGE

Shots of Frank and Dwayne swimming in the blue water with
white sand and shafts of sunlight.
It's beautiful.
They do flips, twists, spins.
Dwayne swims down to the bottom again. He stays, looking up
at the surface, Frank's legs, his empty board, the sunlight.
Then he swims back up to the surface.
INT. AUDITORIUM - DAY
The MC    up on stage.    Another DRUMROLL.
                                                             93.


                             MC
             And now! The moment you've been waiting
             for! The talent competition! Ladies and
             gentleman, please welcome Amber Tiffany
             Harper, who'll be singing a tune from the
             Broadway show, ''Annie . " Amber . . . !
A little girl walks out -- very stagy -- and begins to sing:

                             AMBER
             "The sun' 11 come out ... tomorrow ... "
Richard sits in the audience.         He's growing uneasy.
EXT. ON THE WATER - DAY
They sit on their boards and look out to sea.
                              FRANK
             Man, it's beautiful out here.
                       (beat)
             I don't know if I believe in God, but the
             ocean -- it's always here for you:
             infinitely bigger than you are, and
             completely indifferent. So ... My
             version of God.
                              DWAYNE
             Frank ... ?
                       (Frank looks over}
             What'd it feel like when you cut
             your wrists?
Frank takes a breath.
                              FRANK
             You know, I wish I could tell you I
             felt bad. But I didn't. I was ...
             Outside the world, y'know? It was
             very peaceful.
                       (beat)
             But, I'm feeling that way now, too, so ...

He shrugs.    Dwayne nods.    He looks out to sea.
                             DWAYNE
             Sometimes I wish I could just go to
             sleep until I was eighteen. Just
             skip all this crap -- high school
             and everything. Just skip it ...
He shakes his head.
                                                                94.


                           FRANK
           Y'ever hear of Marcel Proust?
                           DWAYNE
           He's the guy you
                           FRANK
           Yeah. French writer.          loser.
           Never had a real job. Unrequited
           love affairs. Gay. Spent twenty
           years writing a book almost no one
           reads. But ... he was also probably
           the greatest writer since
           Shakespeare. Anyway, he gets down
           to the end of his life, he looks
           back and he decides that all the
           years he suffered -- those were the
           best years of his life. Because
           they made him who he was. They
           forced him to think and grow, and
           to feel very deeply. And the years
           he was happy? Total waste. Didn t 1


           learn anything.
Dwayne grins .
                             FRANK ( cont' d)
           So, if you sleep til you're
           eighteen ...
                      (scoffs}
           ... Think of the suffering you'd
           miss! High school's your prime
           suffering years. You don't get
           better suffering than that! Unless
           you go into academia, but that's a
           different story.
They share a smile.   Dwayne gazes out to sea.    A beat.
                           DWAYNE
          You know what ... ?
                    (Frank looks over)
          Fuck beauty contests. It's like
          life is one fucking beauty contest
          after another these days. School,
          then college, then work. Fuck it.
          Fuck the Naval Academy. Fuck the
          MacArthur Foundation. If I want to
          fly, I'll find a way to fly. You
          do what you love and fuck the rest.
Frank stares at Dwayne, impressed.   Dwayne glances at Frank~
who       to play it cool.
                                                                95.


                           FRANK
           I'm glad you,re talking again,
           Dwayne. You're not nearly as
           stupid as you look.
Dwayne smiles.   Frank looks around.
                          FRANK (cont 'd)
           So now what do we do?
                          DWAYNE
           You got me, Frank. Maybe we can
           stay out here forever.
A beat.   They look at each other.
                             DWAYNE ( cont' d)
           We should go.
They begin paddling back to shore.
INT. AUDITORIUM - DAY

A tiny girl in a COWGIRL outfit -- smiling like crazy -- taps
her way through a tap-dance routine. She's fantastic.
Richard's smile is fading.     He's really starting to worry.
EXT. BOARDWALK - DAY
Frank exits a T-shirt shop and throws a shirt to Dwayne.
                             FRANK
           I can't believe we found these.       I
           hope they fit.
As they stride up the boardwalk, he strips off his shirt and
puts on his new T-shirt. In big block letters, it says:
                       "LOSER"
Dwayne puts on his.     It's the same.   Frank looks at him.
                         FRANK (cont' d)
          You're every mother's dream,
          Dwayne. Come on.
They head off.
INT. AUDITORIUM - DAY
Another TINY BLONDE GIRL sings while flouncing and prancing
across the stage, blowing kisses     twirling a parasol.
She              the MC,                  batting
                                                                    96.


    The audience -- charmed -- starts clapping along. As she
    finishes, the audience rises as one in a standing ovation.
    Richard is the only one to remain seated. His face sinks as
    reality finally hits him-- there's no way Olive will win.
 He gets up and departs.
    INT. LOBBY - DAY
 Frank and Dwayne enter and stride towards the doors of the
 auditorium. A pant-suited GRANDMA is sneaking a smoke.
                                   FRANK
              Is it over?
                                   GRANDMA
              Not yet.
 They open the door and walk into a BLAST of syrupy singing.
The door shuts. The door reopens.            Frank and Dwayne stagger
out. They look at each other.
                                   DWAYNE
             I'm going backstage.
                                   FRANK
             Right       See ya.
Dwayne heads off as Frank leans against a wall, recovering.
INT. BACKSTAGE - DAY
Dwayne strides through the backstage, looking for Sheryl and
Olive. With his wet Mohawk and LOSER t-shirt, he stands out.
A    PAGEANT OFFICER tries to stop him.
                                PAGEANT OFFICER
             Excuse me?     You authorized to be
             backstage?
                                   DWAYNE
             No.
He continues walking. Everywhere there are little blond girls
crying, whining, or lolling about. All the mothers are over-
dressed, over-coiffed, and over-stressed. It's depressing.
He stops, turns to a little PRINCESS slouched on a sofa.
                              DWAYNE (con t 'd)
                     Where are the dressing rooms?
                                                           97.


                         PRINCESS
          Are you allowed to be here?
                         DWAYNE
          Just tell me where the dressing
          rooms are.
                         PRINCESS
                   (yelling off-screen)
          Security! Security!!! Help!!!
Dwayne rolls his eyes, moves on.                                 *
INT. BACKSTAGE, DRESSING ROOMS - DAY
Richard wanders through the backstage. He spots Sheryl and
Olive in a small dressing room in the back. He approaches.
Olive is sitting in a make-up chair, wearing gold hot pants
and a red top. It's a slightly bizarre ensemble, given her
girlish plumpness. Richard hesitates. Sheryl sees him.
                           SHERYL
          Hey.    What're you doing?
                          RICHARD
          I came to wish Olive good luck.
                    (to Olive)
          How're you doin'?
                              OLIVE
                     (weak)
          Good.
                           SHERYL
                     {sotto voce)
          Nervous.
                          RICHARD
          You're gonna do great! I know it!
                    (to Sheryl)
          Can I talk to you a sec?
She nods. They wander a few steps out of Olive's hearing
range. Richard is agitated, troubled.
                              SHERYL
          What's up?
                         RICHARD
                   (hesitates)
          I don't want Olive to go on.
                                                              98.


                             SHERYL
                     (can't believe it)
           Are you kidding ... ?!!!
                          RICHARD
           We're not in Maryland anymore/ all right?
           She/s out of her league here.
                             SHERYL
           So ... ?

                          RICHARD
          Sheryl ... ! She's not gonna win.
          There's no fucking way.
                             SHERYL
           It doesn't matter ... !
                             RICHARD
          It ~matter!
                         SHERYL
          It doesn't matter!

                            RICHARD
          It does!!!
Suddenly, all Richard's emotions rush to the surface.
                            RICHARD.
          I don't want her to lose. I know
          what that feels like. It's not
          good. We can't let that happen.
She stares at him. It's the first time he's admitted to any
kind of vulnerability or weakness. She takes his hand.
                            SHERYL
          Richard ...
They look at each other.    This is the first honest moment
we!ve seen between them.
Unfortunately/ they are interrupted by Dwayne, who enters
a determined look on his face. Sheryl sees him coming.
                            SHERYL
          Hey.    How re you feeling?!
                      1




                            DWAYNE
          Better.     Where's Olive?
                            SHERYL
          In the dressing room.        What's up?
                                                                   99.


                              DWAYNE
                   (hesitates, then sotto)
          I don't want Olive doing this.

                              SHERYL
          Ohr my God ... !

                              RICHARD
          See?!

                              DWAYNE
          Mom, look around!       This place is
          fucked!    I    don't want these people
          judging Olive!       Fuck them!                                *
                               RICHARD                                   *
          Exactly!       Fuck them!                                      *
Dwayne glances at Richard, unnerved by his agreement.                    *
                               SHERYL                                    *
          No, Dwayne.       It's too late ...                            *
                              DWAYNE                                     *
          It's not too late!  You're the Mom!                            *
          You're supposed to protect her!                                *
Sheryl stares at him. A clipboard-wielding, head-set wearing             *
ASSISTANT passes by and calls out.                                       *
                              ASSISTANT                                  *
          Olive Harvey!       Two minutes.                               *
He walks on.   They watch him go.         Dwayne and Sheryl face off.    *
                         DWAYNE                                          *
          She's not a beauty queen, Mom ...                              *
INT. DRESSING ROOM - NIGHT

Olive stands near the doorway, listening. Her face betrays
nothing. Dwayne's VOICE is faint but clear.
                              DWAYNE     (O.S.)
          ... She's just not.
INT. BACKSTAGE - NIGHT
Sheryl and Dwayne stare at each other.
                          SHERYL
          Listen to me.
                    (teary-eyed)
          Olive is who she is.               is what    's
                 to                                                      *
                                                               100.


    INT. DRESSING ROOM - NIGHT
Olive turns~ walks mechanically back to her chair and sits.
                               SHERYL (0 . S . )
              ... She's worked hard, she's poured
              herself into it ...                                     *
INT. BACKSTAGE - NIGHT
Sheryl puts a hand on Dwayne's shoulder.
                              ·sHERYL
              ... We can't take it away from her.
              We just can't.
Dwayne closes his eyes, hangs his head. Sheryl hugs him.
                              SHERYL ( cont 'd)
              I know you want to protect her,
              but... We gotta let Olive be
              Olive. For better or worse ...
The clipboard-wielding ASSISTANT returns.
                               ASSISTANT
             Olive Harvey?     Are you the Harveys?
They nod and return -- en masse ~~ to the dressing room~
Olive is seated in her chair, staring dumbly at~· the floor.
                                SHERYL
             Olive?     Time to go.
Olive doesn't move.        Sheryl goes to her.
                               SHERYL
             Olive ... ?   Honey, are you okay?
Olive won,t look at her.       Sheryl glances at Richard.
                              ASSISTANT
             Urn...   We need to go.
                               SHERYL
             Hang on.
                       (to Olive)
             Honey ... ? Olive, look at me.
                       (Olive looks)
             You don't have to do this if you
             don't want. If you want to sit
             this one out, that's fine. We're
                           anyway, okay?
A                                        watch.
                                                             101.


                               ASSISTANT
             It's time.
 Silence.
 Olive stands up.    She walks to the Assistant.
                             ASSISTANT (cont'd)
             Okay.   Let's go.
He takes her hand.     They stride off.
Dwayne, Sheryl/ and Richard stand together and watch -- mutually
powerless -- as Olive is lead off.
TRACKING BACKWARDS with Olive. She's got her game face on
a mask of fear and determination. Sheryl calls after her.
                            SHERYL
            Good luck, honey!
Olive keeps walking, not looking back.
INT. AUDITORIUM LOBBY - DAY
Frank re-enters.     Dwayne and Sheryl are coming the other way.
                              FRANK
            Is she going on?
                              DWAYNE
            She's going on.
They enter the auditorium together.
INT. AUDITORIUM ~ NIGHT
Yet another LITTLE BLOND GIRL is onstage, taking her bows to
polite APPLAUSE. Richard leads Sheryl, Dwayne, and Frank to
their seats. The MC comes on stage.
                           MC
            Very nice. Thank you. Okay, you've been
            a patient audience tonight ...
IN THE WINGS
Olive stands next to the edge of the curtain watching the MC.
                            MC (cont' d)
            ... We have one more contestant and then
            we'll be crowning the winner. So please
            welcome, from the Fort Myers district,
            Olive Harvey!
                                                                    102.


APPLAUSE.

WE FOLLOW Olive out onto the stage.

The LIGHTS are blinding.

The AUDIENCE is hidden in darkness.

There's a crowd MURMUR because of her hot-pants get-up.

Dwayne, Frank, Sheryl/ and Richard applaud nervously.

Richard takes Sheryl's hand, squeezes it.            They share a look.

Olive waves over the MC. He walks over to her and holds the
mic down for her to speak. She takes a breath.

                           OLIVE
            I'd like to dedicate this to my
            Grandpa, who helped me do this
            routine.

                           MC
            That's sweet!  Is he here?        Where's
            your Grandpa right now?

                            OLIVE
            He's in the trunk of our car.

The MC doesn;t know how to react.

                                 MC
            Okay!     Well!     Take it away, Olive!

He retreats.  She is alone on stage. Some 12 YEAR OLD BOYS
in the audience decide to be cruel. One of them "moos".

                                 BOY ONE
            Moooo!

GIGGLES and SHUSHES.          Another boy chimes in.

                                 BOY TWO
            Arf!     Arf!     Arf!

More GIGGLES and SHUSHES. Miss Florida, at the judges table
by the stage, looks around sternly. She feels bad for Olive.

Olive is confused.          She doesn't understand these noises.
Dwayne hangs his head.         Frank looks around.

                                 FRANK
            Where are those fuckers?!        I'll
            kill 'em!
                                                               103.


Then Olive finds what she's looking for:
Kirby, in the sound booth.
He nods at her.   She nods at him.
Then Olive turns around, her back to the audience.
Kirby turns a VOLUME knob up to ''6".   He hits "play''.
[The music clearly depends on the rights.    For specificity,
we'll use "Peach" by Prince.]
A BLAST of hard rock 12 bar blues comes out of the speakers.

Everyone is surprised.
The music is hard-driving and nasty. It is completely
different from the other pageant music we've heard so far.
For the first four measures, with Prince saying, "Here she
comes," and "She got them gold hot-pants on again,,, Olive
barely moves, rocking her shoulders and hips to the beat.
Dwayne, Frank, Sheryl, and Richard all glance at each other.
This is not what they expected.
No one knows what to make of Olive rocking, her back turned.
However, when the first verse begins, Olive -turns and strides
up the stage -- hands on hips, shoulders swinging -- with an
absolute and spectacular physical self-confidence.
She rocks out, busting crazy moves this stage has never seen:
shakes, shimmies, twirls, dips, undulations -- a melange of MTV
rump-shakin', Solid Gold Dancers re-runs, and out-of-left-field
inventions of her own. Other moves are clearly drawn from
Grandpa's sixty-year career of strip-bar patronage.
She dances with a total command -- an exuberant, even witty
mastery of her body, the music, the moves, everything.
Most of all, she's doing    for            for her own sense
of fun -- and the judges are instantly irrelevant.
The audience is stunned.   No one moves.   Mouths hang open.
Sheryl, Frank, and Dwayne gape.   Richard is baffled.
                          RICHARD
          What's she doing? What the hell is
          she
                                                                     104.


When the       verse ends, Olive punctuates the 12-bar vamp
with a series of violent pelvic thrusts.

Everyone is totally shocked.           No one knows how to react.

                               SHERYL
            Oh, my God ... !

Abruptly, Frank starts laughing in disbelief.

He stands and begins cheering Olive, pumping his fist and
grooving to the music.

Richard stares at Frank. Cautiously encouraged, he stands
and cheers along with Frank -- tentative at first, then more
and more unselfconsciously.

Sheryl and Dwayne join in, relieved and amazed.

Grandpa was right -- she's blowing them out of the water.

As the second verse ends and the guitar solo begins, Olive
punctuates the vamp with another series of thrusts.

This is too much for the contest Official from the
registration desk, who sits near the stage at the table of
contest JUDGES, including Miss Florida. She looks around and
spots Sheryl, Richard, Frank, et al, standing and cheering.

The Official gets up, walks up the aisle and yel              at Sheryl.

                          OFFICIAL
           What is your daughter doing?!

Sheryl -   taken aback -- shrugs.         Richard leans in.

                          RICHARD
           She's kicking ass,    what she's
           doing!

The others smile and nod. The Official is incensed.  She
turns and walks back to the sound booth. She yells at Kirby.

                               OFFICIAL
           Turn it off!

                               KIRBY
           What?

                          OFFICIAL
           Turn the music off!!!

                               KIRBY
                         (fake deaf)
           What ... ?!
                                                             105.


He smi    and cranks the music up to "8". Mothers and
children in the audience clap their hands over their ears.
The audience polarizes -- some (the Grizzled Biker; Miss
Florida) stand and       whi   others sit dumbfound or frown
disapprovingly, shaking their heads. Still others flee for
the exitr heads down, hands over their ears.
The Official, furious, leaves Kirby and stalks down the aisle
to the stage. Sheryl watches with growing worry.
                            SHERYL ( cont, d)
          What's she doing?     Look .... !
She shakes Richard, points.
The Official goes to the MC -- at the side of the stage --
waves to him. He bends down, listens. He nods.
The MC walks onstage and tries to stop Olive from dancing,
grabbing her arms .
Olive doesn't know what he's doing, but she won't let him
break her routine. She wiggles away and keeps dancing.
Richard -- outraged -- races to the front of the auditorium,
leaps on the stage, jumps on the MC's back and rides him
piggy-back -- into the wings. They crash to the ground.
Olive stops dancing, turns and looks at Richard.
Richard, grappling with the MC, waves her on.
                            RICHARD
          Keep dancing, Honey!     Just dance!
Olive turns and stares at the audience.
Dwayne, Frank and Sheryl are gesturing~- "Keep going!"
Olive -- hearing the music, seeing Sheryl, Frank, and DWayne
cheering her -- starts to dance again, fluid and relaxed.
Richard disentangles himself from the pissed-off MC as
STAGEHANDS step in and pull them apart. Richard shrugs off
their restraining hands, then turns to watch Olive dance.
The Contest Official steps forward and angrily confronts him.
                         OFFICIAL
          Get your daughter off stage now!
Richard -- taken aback --        tates.   She presses him.
                                                                  106.


                           OFFICIAL (cont'd}
           If you don't stop her, she'll be
           disqualified!
Richard stares at her.       Then he nods.
                              RICHARD
           okay.
He turns and walks out on st.age.
Olive, seeing him, is confused.         He steps up behind her.
Then Richard starts dancing.
They dance together: Olive in front~ Richard backing her up.
Richard looks at the Official with a defiant, fuck-you smile.
Sheryl/ Frank and Dwayne, watching, can't believe it.
                              DWAYNE
           Holy shit ... !
                              FRANK
                     (to Sheryl)
           You married that guy?
Sheryl shakes her head -- she can't believe it either.
Frank runs down the aisle, jumps on stage, and dances next to
Richard -- a surprisingly competent set of butt-wagging,
party-music moves. Dwayne follows Frank up on stage.
Sheryl pauses a moment and watches her family.
Richard waves to Sheryl to join them.
A beat. Then Sheryl walks, then runs, and jumps up on stage.
Richard helps her up, and they dance together.
Kirby cranks it to \'10".     MUSIC is overpowering everything.
As the songs winds up, Sheryl lines up next to Olive for a
unified series of thrusts.
As the final cymbal crashes, Olive pulls up her shirt to
reveal "Peach" is written on her tummy with magic marker.
Audience MEMBERS respond with a standing ovation.
Frank and Dwayne strut around with their arms in the air,
like victorious professional wrestlers.
                                                               107.


Richard picks up Olive, swings her in the air*       Sheryl walks
over and hugs Richard and Olive.

                                         FADE TO BLACK AND SILENCE

INT. OFFICE - NIGHT

Richard, Sheryl, Olive, Frank, and Dwayne sit -- dazed -- in a drab
office. They're all handcuffed together/ except Olive.

Nothing's happening.      Flourescent lights HUM.

Frank and Dwayne are still wearing their "LOSER" T-shirts.

Boxes of pageant materials -- trophies, sashes, tiaras -- are
stacked around them.

Sheryl quietly eyes Richard, slouched next to her, and smiles
to herself. Her eyes drift to a nearby carton of tiaras.

A door OPENS.      They all look over.

A COP appears, starts taking off their handcuffs.

                             COP
           Okay.     You're out.

                             RICHARD
          We re free?
              1




                             COP
          They're dropping charges. On the
          condition that you don't enter your
          child in a beauty contest in the
          State of Florida ever again.

                            FRANK
                      (hesitates)
          I   think we can live with that.

INT. HOLIDAY INN LOBBY - NIGHT

Richard, Sheryl, Olive, Frank, and Dwayne step into the
lobby.

It's deserted.     Decorations and banners litter the floor.

They wander out, dazed, rubbing their wrists.

Sheryl approaches Richard/ takes a tiara from behind her
back, places it on his head.  Richard accepts it wryly.

                            RICHARD
          Great.     Thank you very much.
                                                                      108.


She smiles.     Richard turns to Olive with the tiara.
                                  RICHARD
            Here.       I think this is for you.
                                  OLIVE
            Dad ... !
She struggles to articulate something.              Finally, she shrugs.
                             OLIVE {cont'd)
            I   just like dancing.;.!
                           RICHARD
            Well, you were great.

                                  FRANK
            You were beyond great.
                           DWAYNE
            You were incredible.
                                  OLIVE
                          (shy)
            Thank you.
They all smile at her.        Then Richard looks around.
                            RICHARD
            Letts get the fuck out.of here ... !

                                                             CUT TO BLACK

SOUNDS   of cars on a distant highway.
                                  RICHARD (V. 0.}
            ... So it's two in the morning ...
EXT. REST STOP - DAY
Everyone is seated at a picnic table at a road-side rest
stop. Cars WHIZZ by on a highway in the far background.
They've finished eating -- an empty bucket of KFC and bottles
of Diet Sprite litter the table. Richard is telling a story.
Everyone is relaxed -- smiling and listening.
                                  RICHARD
            ... He's down on his knees in this
            dumpster behind the racetrack ...
            And it starts to rain.
                       (laughter)
            It's wet ... It's hot ...                                        *
                                  (MORE)
                                                                      ..LV,:;:P.

                             RICHARD (cont d)       1


                           around     this
                               1    a
                         this ticket that I
            threw away -- and all      a sudden
           he goes, "Richard, don't drop the
           light!" And I go, "Don't what?"
                      (mimes holding light)
           And     goes, "Drop the fucking
           light!!!" So I go
                      (mimes dropping light)
           Right in the water! He's like ...
                     (mimes electric shock)
           Ahhhaahhhaahhhaahhhhhh! !!
                     (appalled laughter)
           I run back, unplug the light, run
           to the dumpster -- he's lying
           there, rain is pouring down ... And
           he's got the ticket! This twelve
           hundred dollar trifecta ticket!
           And I'm like, "Dad! Dad, are you
           okay?" And he looks at me and all
           he says is: "Richard. . . Don't
           ever have children."
Everyone bursts out laughing.
                                   RICHARD ( cont' d)
          To   me, he says that!           To me!
The mirth tapers off.            They glance at each other.
Frank holds up his bottle of Diet Sprite.
                                   FRANK
          Here   1
                     S   to Grandpa.
                         EVERYONE
          Here's to Grandpa.
They clink and drink.           Richard nods to a snack shack nearby.
                                   RICHARD
          So ...         ~no   wants some ice-cream?
                                                              CUT TO BLACK
                                   THE END
