"ALMOST FAMOUS" (2000)

ALMOST FAMOUS

Written by

Cameron Crowe

Cameron Crowe December, 1998

A close-shot of a yellow legal tablet. A young hand comes into frame, holding a pencil. For a few moments, we hear only the soft scratching of pencil on paper, as credits are written in a series of dissolves. The hand carefully erases and corrects an error or two along the way. And then the sound of an old friend... the warm crackle of a vinyl record... as we now hear Alvin and the Chipmunks' "Christmas Song."

A lone palm tree rises up into a yellow afternoon sky. Behind it, the sparkling blue of the Pacific Ocean and the city of San Diego. A dry, hot Southern California day. Even the wind is lazy, and a little bored.

Santa Claus wears shorts and sandals, ringing a bell as he collects for the Salvation Army. This is Christmas in the Southland. No snow, no winter wonderland. Just a pleasantly thick heat and an unchanging season, as music continues.

Turning the corner, walking into frame is ELAINE MILLER, 35. She is a tall woman, consumed by the fevered conversation she's

Having with her pale young son WILLIAM, late pre-teens. They stand apart from the other shoppers. All around them is the highly-charged salesmanship of the season... silver glittering fake Christmas trees. She hurries her son through the commercial juggernaut, continuing their lively intellectual conversation, when something stops her. A Workman is affixing letters to a store-front. He has already placed the MERRY... now he's finishing the XMAS. Elaine is strong, but always pleasant, always clear about her purpose in this life.

The Workman nods thanks, with faux appreciation, as Mom turns away. The Workman shares a look with William, who shrugs - that's my Mom.

TITLE: 1969

This is the new professional-class. It's a mini-condo community. Rows of Spanish-styled three-bedroom houses with common walls. Move in on one of these homes, the one without Christmas lights. At the door is a furtive 15 year- old Girl. She checks her cheek, straightens her hair. She hides something under her coat, and gathers the proper nonchalance to enter. Music fades.

We now hear the dialogue between this lively Mother and her son, as she cooks a pan full of soy-based health-food cutlets. The meal simmers unappetizingly in the pan. Across the kitchen we see William. He's a great listener, with a calm and curious face that takes everything in.

William nods, intrigued. He has a good disposition. The world of knowledge engages him, and he loves what it brings out in his Mom. There is a small clatter at the front door, as the girl we've just seen enters, barely brushing some chimes. She silently curses herself.

Mom moves to the living room to greet William's sister. William peers into the next room.

She's almost to her bedroom down the hall when mom catches her. We now discover ANITA, 16, up-close. She is an alluring young Natalie Wood, with a suspicious and sunny smile.

The words "soy cutlets" sends a small shiver through the girl.

William stands in the doorway now, watching, monitoring, as Mom moves closer to his sister. She sees something curious about her daughter.

Mom steps closer and examines the lips even more carefully. To her, everything is a quest for knowledge.

Anita is stunned silent. She turns slightly to look at herself in a hall mirror, searching for clues, implicating herself immediately.

This is the booty Anita didn't want to give up. Mom picks at the corner of an album cover now visible under her jacket. She withdraws the album. It's Simon and Garfunkel's Bookends.

CLOSE ON BOOKENDS ALBUM COVER

Mom's fingers at the edges. We examine the insolent faces on Richard Avedon's classic album cover. Even Simon and Garfunkle look guilty under her scholarly inspection.

Nearby, William squirms as he watches the gently escalating conversation. Anita glances at her brother. He silently urges her to downshift. She can't.

These are the words that sting Mom most.

Anita gasps. Ever the peacemaker, William weighs in. Nearby is a poster - "No More War."

William looks vaguely confused.

Anita takes a breath and then out of her mouth comes the strangled-sounding words of a kid swearing at her parent for the first time.

Anita runs down the hall to her room. Elaine turns to William, relating to him more as a fellow parent than a child.

Shot moves in on the kid, as we hear the opening strains of The Moody Blues' "Nights in White Satin."

Music continues. Shot moves along a row of very mature- looking male teenagers, examining themselves in the bathroom mirror. There's the kid with a very mature-looking moustache, the kid proudly sporting full-blown hormonal acne (he slaps on some Hai Karate), the guy to whom puberty has already delivered the face of an adult, complete with long jutting sideburns... and then a blank space at the mirror, as the shot moves down, down, down to find William. He is so much younger, without a zit in sight. Puberty is so very distant on his horizon.

Song continues as we see William's perspective of these much- older looking kids. Girls now are visible, and they are even more mature than the boys we've just seen. They flirt and glow, arms trailing across the shoulders of the boys. Whispering in each other's ears, none of them looking down. It's a troubling experience, to be this close to the alluring world of older teenagers... and to be so invisible to them.

VOICE (O.S.) Are you really in our grade?

VOICE (louder) Are you really in our grade?

William turns to see tall, adenoidal TIM TOBIN. The most mature looking kid we've seen yet, he challenges William in a loud theatrical tone. It is a voice right out of Guys and Dolls, which incidentally is the school play in which Tobin had just starred. William answers in a respectful voice. He is desperate for acceptance.

Others now begin to gather around, examining William. He has never been more naked.

GUY # 1 How old are you man?

GUY # 2 How come you don't have any hair down there?

Their voices echo off the tiled walls. Now everyone is watching the hairless William. He is confused by their meanness.

GUY # 2 Yeah. Where are your pubes?

All eyes are on him, waiting for a response. The kid's mental wheels turn frantically. And from somewhere comes an attitude, a swagger, and somehow the perfect line arrives from what could only be a merciful deity.

It is a new persona for the kid -- the witty guy. And it works. Guy #2 cracks up, then others. William's new accuser is suddenly surrounded by the impressed gales of laughter of these older boys. Others turn away, on to other things. Tobin stares at William, and then also turns away.

William jumps into the backseat of the white Ford Country Sedan station wagon, carrying books. ("See ya pubes!") Mom continues driving William and Anita home from school.

Anita examines her own un-fastened seatbelt, which Mom hasn't noticed.

Camera drifts from Mom to Anita, who can take it no longer.

Mom pulls over, and stares straight ahead with deep irritation.

They call him "The Narc" behind his back...

Their silence is eloquent.

A heavy quiet. She and his sister ignore him, as they now debate the subject with each other.

He looks at his body, the information affects him physically. New sounds come from way down deep inside. Mom now begins speed-rapping, trying to stem the leak. She starts the car.

Anita reaches out to her brother. With the compassion of a saint, she offers this:

Deeply embarrassed, William shrinks down in the seat. Mom monitors his face constantly. She is raw and sincere... and yes, inspiring:

William finishes the last of many candy bars. A mound of wrappers sit just below the mirror. He examines his face hopefully for zits. Nothing coming. We begin to hear Simon and Garfunkel's "America."

Anita stands in the living room. The song continues playing on the stereo.

William watches sadly. Anita's good-looking boyfriend DARRYL, a dead ringer for young Stephen Stills, loads her suitcases into a large turqouise Chevy. The suitcases are adorned with plastic stick-on flowers. All coolness is leaving William's life. Mom watches nearby, worried and helpless. (Their house is more austere, less "fun" than the other front lawns.)

Darryl gives the kid a sub-human look. He's invisible, too young to converse with.

Anita turns and heads towards them. She focuses on William, placing her hands on his young shoulders. Her face is very close to him now, as she delivers this sage prediction of the future.

He nods stoically, hopefully. He is utterly lost. She leans forward and whispers in his ear.

Anita shakes hands with Mom, and exits. As the car takes off:

In the distance we hear the whoop of her daughter.

William watches wistfully. He moves away from his mother. She pulls him closer. Shot moves in on his slightly fearful face.

Anita looks back at the receding American Gothic-image of her mother and brother. Sister waves to brother. She feels for him. Music now shifts to The Who's "Sparks."

William locks the door. He reaches under his bed. It's a black leatherette travel bag, with tartan design. He unzips the bag -- it's filled with albums. He flips through the amazing, subversive cache of music. Cream's Wheels of Fire... the seminal Bob Dylan bootleg Great White Wonder... the Rolling Stones' Get Yer Ya Ya's Out...

The Beach Boys' Pet Sounds... Abraxas by Santana... Jethro Tull's Stand Up... The Mother's of Invention's We're Only In It For The Money... Led Zeppelin... Crosby, Stills and Nash... Miles Davis' Bitches Brew... and The Who's Tommy... with a note taped to it.

The heady effect of all these albums registers, as we see him lighting a candle.

TITLE: 1973

DETAIL SHOT OF NOTEBOOK

A blue school notebook, with ballpoint pen renderings of the names of groups like the Who and Led Zeppelin, complete with carefully drawn thunderbolts. Also, the name LESTER BANGS.

William, now 15, sits in class with book, Adventures in Journalism. His hair is shoulder-length. A dedicated teacher, PATRICIA DEEGAN, walks the aisles. Music continues.

William presses the food machine button, pulls an orange from a vending container. He still looks younger than most of the students... and these days, especially the girls.

William sits apart from all the others, under a tree. He reads intently, happily, as he eats the orange. It's a copy of Creem Magazine. Music continues.

CLOSE ON PHOTOS IN MAGAZINE

Camera moves across the photos, catching the expressions and fashions of the rock heroes of the day. Ian Anderson of Jethro Tull, eyes wide and hair flying as he plays flute. Neil Young, enigmatic with perfectly patched Levis. The Southern Rock Royalty of The Allman Brothers Band, posing and laughing in front of massive stacks of amps. Marc Bolan of T. Rex, his ringlet-hair backlit by stage lights. David Bowie in skin-tight Japanese one- piece attire, onstage with The Spiders From Mars. Pete Townsend of the Who, slashing windmill-style at his guitar.

Drift down to a by-line - by Lester Bangs.

William walks through the parking lot after school. Everybody now congregates around the new arrival of their lives - their own cars. Arms suddenly clap William on the back, friendly faces smile strangely, laughing. He takes a few steps and looks up to see... a school official is hurriedly removing something from the high-school marquee.

All are laughing. He laughs with them, and turns as his face goes slack. He shrugs, marches on.

The song we've been listening to is ripped off the turntable by a highly-active man in a red promotional t-shirt proclaiming the greatness of The Guess Who. He is a ferocious, lumbering, music- driven presence, and he fills this small radio studio to the very brim. This is LESTER BANGS, 25, the rarely-seen God of a then new art-form -- Rock Journalism. A Disc-jockey with long- long hair watches helplessly. William views all this through a glass window. He stands on the corner of a downtown side street, halfway up a steep incline. He is the only person on the streets this early Saturday morning. Reveal that he is watching a live radio show, audible to us through the small p.a. speaker overhead.

Bangs searches for the album -- vinyl flying everywhere now, with no regard for album jackets.

William watches intently. Bangs thuds the needle onto a copy of Raw Power. We're rewarded with a blast of Iggy and the Stooges' "Search and Destroy." A closer shot on William now watching the whirlwind of anarchy inside. Lester does an Iggy Pop impression, acting out a story for the d.j. that we cannot hear, never noticing the kid soaking in everything from the other side of this double-glass window.

Bangs walks with William on this sharply inclined San Diego street. It's early, the streets are silent. Bangs is about fifteen beer pounds overweight. His jeans are loose, his paleness and messy moustache an emblem of the long days and nights spent writing. In there somewhere is a good-looking guy. His hands are thrust deeply into his pockets, and he takes big sweeping steps.

The kid nods, they walk.

Bangs looks at the much smaller kid, shaking his head. It's too late for newcomers. But if the kid's age is an issue, he doesn't mention it. Like a machine-gun:

For a moment, the serious demeanor dissolves and the oddest thing happens. Bangs laughs. It's an odd and charming laugh, the kind a tough guy keeps well-hidden. It surprised the kid, who smiles back. Bangs stops at the corner, and offers a pleasant but very final nod of the head.

WIDE SHOT - SOLITUDE

But neither have anywhere to go on this early downtown morning. They stand for a beat, hands in pockets, on this deserted street. They are alone together, there's nobody else in sight.

William listens intently as Lester eat a sandwich. His face is an open book filling with words.

The kid takes out a green collegiate notebook and gestures -- can I make a note? Bangs nods.

The kid's eyes widen. Bangs, in direct conflict with his brutal writing style, is looking suspiciously like a compassionate softie.

Privately, William thrills. We. Our. It all sounds great to him. He listens to the grouping of the words, every one of them. He madly scribbles.

The kid leans forward as Lester finds the right word.

Bangs reaches across the table, and William watches as he scribbles his number on the back of the kid's green collegiate notebook. The notebook has just become valuable. They sit together, listening to the beautiful and compelling silence.

Mom drives William to the San Diego Sports Arena. She looks out the window at the adrenalized concert-goers. She feels protective not just of her son, but an entire generation. William goes over his questions for Black Sabbath.

William looks out the window at the sign: TONIGHT - SOLD OUT - BLACK SABBATH with special guest Stillwater.

The kid doesn't answer. He silently goes over his questions.

He unhooks his seatbelt, stuffs his questions into an orange canvas shoulder-bag and exits.

Elaine watches her son disappearing into the stony rock- concert crowd. It's a windy night. Everything about this image troubles her. She fights with herself, and then uses the family whistle immediately. He turns.

Fifteen concert-goers turn around instinctively, at the sound of a Mother, and then identify William as the object of her concern. All around him, we hear:

He winces, nods and moves forward. Music echoes from the open windows of many other cars.

The kid tromps down the steep incline leading to a small steel backstage arena door. He rings the buzzer. The door wheezes open to reveal the keeper of the San Diego Sports Arena's backstage list.

Famous to all those who attempt to enter, this is SCOTTY. He is a wiry, humorless man for whom powerlessness is the theme of his life -- except for those few hours he controls the list. Scotty is only forty but everything about him screams that he's an angry sixty.

Scotty, immediately suspicious, moves to a nearby podium and snaps through three clipboard pages. He moves back to the door and grabs the handle.

He shuts the door with finality. The kid stands silently for a moment. He looks over his shoulder, at two chattering Groupies watching his dilemma from the top of the ramp. They look at him sympathetically, but he turns away. William rings the buzzer again, withdrawing a copy of Creem from his bag. The door opens.

The magazine hangs in mid-air.

Slam. William stands there for a moment. Unsure of what to do next, he looks back to the top of the ramp. Rejected by him just moments earlier, the groupies now feign disinterest. Bracing himself, William rings again. The door opens slowly this time. Scotty stands peering at him.

Slam. Lock.

William inches into the realm of the girls at the top of the ramp. The wind whips. It's just him, and two Groupies in their evening best. They now pretend to barely notice the young journalist who has been banished to stand with them.

Chattering excitedly, with sophistication far beyond her 17 years, is ESTRELLA. She sports long unruly black hair. Her partner hangs in the shadows, adjusting shoes. Estrella turns to the kid with great disinterest.

Estrella stares at him. Moving into the parking lot light, introducing herself, is a luminous girl in a green faux-fur trimmed coat. This is PENNY LANE. There is an inviting warmth and real interest in the way she asks:

The two girls are deeply insulted by the word.

Estrella indicates Penny with great reverence.

Penny steps closer, focusing completely on the kid. Behind her, concert-goers throw a few woo-woos their way. She seems not to hear them.

William is nodding like a doll in a dashboard window. Listening.

Shot drifts off him and picks up, out of the darkness, another breathless girl teetering on tall shoes. She is in the vicinity of 16. Her black hair is cropped short and died red, just like the cover of Bowie's Aladdin Sane. She is POLEXIA, the voluptuous one, from Riverside.

Silent beat. His name lands like a thud.

A long black limo with darkened windows swishes past, beeps twice. The metal backstage gate rises and the limo rolls inside. And then silence again. The girls do not discuss being rebuffed.

She opens her purse and shows the girls something inside. William edges away.

A very odd look on his face, William now cranes for a discreet look. What's in that purse?

BAM -- THE BACKSTAGE DOOR OPENS

Out steps SAPPHIRE, 19, a tall girl with taller platforms. Heavy eye-makeup. Her accent is Texan, with odd traces of English. In one hand is a half-drained bottle of champagne. In the other, a fistful of backstage passes.

The girls scream and happily head down the ramp to Sapphire. Penny looks back and grabs William with a well-placed arm hooked around his. He joins the clacking sea of legs moving down the ramp. Sapphire slaps passes on the girls. As Scotty (The Keeper of the Backstage List) watches, Penny now slips William forward for a pass.

The kid looks over his shoulder. Who's Opie?

Sadly, they leave him behind. The thundering arena sound of the collecting crowd, the p.a. system blasting Yes' "Roundabout"... purposeful roadies carrying guitar cases... the glimpse of backstage rock and roll... everything he wants to be a part of is on the other side of this door. And then it shuts. He stands alone.

At the top of the ramp, a tour bus unloads. It reads -- STILLWATER TOUR 73. Moving loudly out of the bus is the opening band. This is Stillwater. Four road-weary band members, and their road manager. Voices booming.

RUSSELL HAMMOND, 27, presses the buzzer with the nose of his guitar-case. It's obvious from moment one. This is the star of the band, the charismatic one. He's tired. They're late. William recognizes him instantly, as the guitarist stretches. The buzzer goes unanswered. The kid is invisible to him, as the others now arrive behind Russell.

Tour/band manager DICK ROSWELL, 27, follows, loudly banging on the steel door. He has the flaxen-haired look of a former hippie, but he carries the emblem of a real pro -- the newest silver Halliburton briefcase covered with backstage passes. His direction is always - forward.

William is surrounded by them now. They stand together under the single lightbulb, familiar faces, a live-action album cover. JEFF BEBE the singer, his shiny black hair hanging in sheets around his head. ED VALLENCOURT the quiet drummer, his long arms hanging limply at his sides. His is a face made for the background. LARRY TURNER the compact bass-player. Dick now kicks at the door with his foot, as William produces a copy of Creem Magazine.

Once again, the magazine hangs there. He can't give it away.

William blinks a little, takes it in stride. Russell sizes him up, moving in the background.

Stung, William shrugs. It's been a terrible night, but at least thrillingly so.

He turns and leaves, beginning his long trek back up the ramp. Russell looks at the others. That kind of love is hard to give up.

They wave him back, as the backstage door opens again. The kid moves back down the ramp. They herd him in with them, through the door. Scotty quickly spots the kid and squares off.

Russell notes the kid's swirling emotional state, shoves him forward.

Russel craves the confrontation and moves forward closer to Scotty.

The band moves quickly down the hallway, with William moving to keep up. A young and grizzled red-haired roadie, RED DOG, catches them on the way. The band swarms around him.

Russel clamps an arm around Red Dog's neck.

Camera catches flash of envy on the face of Jeff Bebe, as Stillwater sweeps forward into a small dressing room.

Dressing room activity swirls around him, as William simply listens. He holds a small microphone. His stoic look gives away little of the full body rush he's experiencing. As the other band members drift across frame, Russell Hammond, a true rock and roll believer, speaks as he straps on his guitar and gets ready for the show. To the kid, every word is reckless gem.

Jeff sprays some shaving cream into his palm, and rubs it into his scalp - poor man's mousse.

Russell smooths the strings of his guitar with a small cloth from his guitar case. The kid notices all these close-up details of rock.

The kid's eyes dance. He checks to make sure he's getting the recording. He listens intently.

And like -- you saying you liked "Fever Dog?" That is the fucking buzz, man. All we get are these fucking old-ass interviewers who don't understand, don't LISTEN, don't appreciate why we are here, which is the fuckin' BUZZ.

William nods, holds his microphone steady. Russell tunes his guitar, ripping through unamplified guitar licks as he speaks. Jeff hustles to reclaim his own connection to the interviewer.

Russell's face grows rapturous as he discusses this piece of music.

William nods, says nothing, keeps the microphone pointed. Activity surrounds him.

Russell takes a last swig of beer. A roadie whisks his guitar away.

William is swept out in the chaos of the pre-show ritual, past the pile of luggage by the door. It's a colorful heap of suitcases, featuring colorful laminated band tags, each with a number.

William sits on the backstage steps, writing feverishly in his notebook. Behind him, two steps higher, Penny Lane scoots into place.

William nods, still scribbling. She eases down into place on the step next to him. Her proximity cause him to look at her, his eyebrows rising. She smooths them down with two single fingers.

She looks upstairs, soaking in the sound of another band tuning up. Music is her religion.

She takes his backstage pass form his shirt and puts it on his thigh - the cooler location. Nearby, the dressing room door opens, and the Stillwater exits. Excitement level rises as they mass in the hallway with instruments. We hear the amped voice of Russell growing nearer.

He approaches, as William stands. Penny watches, hanging out of Russell's eyesight.

Standing in the supercharged hallway, the kid is anxious to introduce his new friends.

Other band members pass, adjusting clothes for show time, waiting in the hallway... and now singing the Beatles song "Penny Lane."

House lights go down. Cheers rise. Dick's flashlight dances on the ground just in front of them, guiding their way in the dark to the stage steps.

Russell pulls William into the band's huddle.

SHOT LOOKING UP AT THEM

Their band ritual, psyching together, arms on each other's shoulders in a circle. They sing a dew lines of the classic "Train Kept A-Rollin'" (or "Go See Cal" from the Cal Worthington ad) They all touch feet, and then break, heading for the stage. Russell directs Penny to his side of the stage. The kid follows. Plugging in, still in darkness, Russell hits a practice chord -- thwack. He steps on effects pedal. Applause. (Adlib onstage private patter, between members, goading each other -- the stuff no audience ever hears) Twenty feet away, Dick prepares to address the crowd from the darkened stage. It is his favorite moment of the evening, the highlight of his job.

Light hits the stage, and the band launches into their opening song, "If You Say Nothing." Audience response is strong. Shot lingers on the face of William as he soaks in the most undeniably exciting moment of any concert, the first thirty seconds.

Jeff the singer grabs the microphone and launches into some vocal pyrotechnics. Russell looks over to Penny and William, at stage right, grinning, pretending to trip on his cord, an elegant show-off move of a musician who is now where he belongs... before seriously stepping forward for the first guitar lead of the night. The kid looks over to see Penny watching Russell.

Cases are shut and rolled toward the trucks. Stillwater heads for their bus. Jeff the singer says goodbye to Estrella Starr, like a sailor leaving port. Russell lingers behind, saying goodbye to William, loading his own equipment. Black Sabbath passes with entourage, heading to the stage.

All the while, just over the kid's shoulder, Russell scans the backstage crowd of hangers-on. Looking perhaps for Penny Lane.

Russell joins Jeff, exiting and laughing. A good show is still in the air.

William is deliriously happy, hands upraised. He turns to see Penny.

She smiles privately.

Elsewhere in the arena, Black Sabbath is performing "Sweet Leaf." The kid could care less. He has bonded with Stillwater. He heads for the door. Penny walks with him. He's loving it. They pass a still-scowling Scotty, flashing passes, as they exit out into the ramp area.

Penny takes out an eyeliner pencil, writes her number on the back of his green notebook.

They stand in the night air. The parking lot is largely silent now, save for the thudding bass sounds of Black Sabbath. In the distance, we hear Elaine's insistent whistle.

He nods. He is a rapt audience for this flashy girl.

In the distance, we hear the family whistle growing louder.

He nods cooly. He waits until she turns, and the sprints through the parking lot, to the distant family whistle.

FADE OUT:

FADE IN:

ON TAPE RECORDER

William's fingers work the clunky keys, pressing rewind. We hear a snippet of the intense and lively Stillwater interview, full of overlapping and barely discernible voices. Meticulously, he untangles the voices, especially Russell's, as he transcribes.

The work of a journalist, as William sits at his Smith- Corona Galaxis. There is a knock at the window, and William scoots back in his chair to see a familiar face. It is Darryl, his sister's old boyfriend. William opens the window.

Darryl climbs in the window, looks around the room that was once the site of his previous glory.

William nods and continues his work, self-consciously, as Darryl sits on his bed and soaks in the memories of the room. A long moment passes. Darryl pats his thighs, and rises.

William slips on corduroy jacket, over a tie-dyed shirt. Well, it's definitely a look. Mom appears more nervous than her son.

She reaches in a small box near the door, gives him twenty bucks. It's their routine.

See -- sense of humor. Have fun at the dance. I'm glad you're making friends.

They move to the door, and he steadies her, as if to remind her she's not going. He opens the door. She's a wreck, and she knows it.

He opens the door. Neil Young. "Sugar Mountain." Watching him leave is always a killer. She's not getting any better at it either. She folds her arms tightly across her chest.

Penny waist by her car, down the hill, sporting a different more elegant look. She cups her hands and yells up to him. He hikes down the hill, squishing down the water plants, almost falling, the first time we've seen him happy in his own skin.

Miss Penny Lane's yellow Vega makes the big swing onto Sunset Boulevard. She sings along to the obscure words of Led Zeppelin's "Dancing Days." William takes it all in from the passenger seat. Huge billboards advertise not cigarettes or beer, but albums. It's a wondrous piece of geography for any rock fan. Shot moves in as William, watches, takes it all in. He moves his head outside the window to see fully. Her windshield is cracked along the side.

Every band stays here, all the ones that matter. The Who. Zeppelin. Alice. Bowie. English bands. American bands. We all know each other. Twenty- four hour room service. Like us, they were outsiders. They were so outside, they're inside, and insiders never even knew it, because they're outsiders and they are inside a place outsiders will never be. And why are we even talking about it? If you're really an insider, you're never gonna say it. You know what I mean?

She makes a swift turn into a secret parking spot near the hotel.

Neil Young and Crazy Horse's "Cinnamon Girl" ricochets across the Strip. It's blasting from cars tuned into KMET. Penny now wears her green faux-fur trimmed coat. She grabs William's hand, steadying her hat at the same time. They dart across the busy street. She stumbles a little on her platforms. He steadies his taller date. They are a good team as they pass one of several humming tour busses parked out front.

Penny blasts into the Continental Hyatt House, William on her arm. The lobby of this bastion of seventies rock is more alive than most clubs. It's a swirling mass of Roadies carrying Halliburton briefcases plastered with tour stickers, mingling Rockers, and more than a few Groupies with lower-ambitions and taller-platforms than Penny Lane. The feeling is communal, illicit, intoxicating. The secret community of rock. Penny attracts a hailstorm of friends and comrades.

ROADIE # 1 Penny Lane!!

ENGLISH ROADIE # 2 Penny!! Does Alice know you're here?

ROADIE # 3 (arriving, mock drama) Penny Lane!! God's gift to rock and roll!!

ROADIE # 3 Again?

Effortlessly touching an arm here and there, charming all - she had four men suddenly circling her.

Then I'm going to learn how to play the violin. Then I'm going to go to college for one year.

William looks at her, perplexed and a little hurt. What about Morocco?

ROADIE # 2 (exiting, not buying it) There's nothing they could teach you in college, darling. (whispers) Call Alice. He's under the name Bob Hope.

ROADIE # 1 I heard you were with Russell from Stillwater.

Lusty laughs circle William. Overlapping this dialogue is the appearance of our friend Polexia.

She hugs him like a long-lost friend, knocking the air out of him. And now overlapping this action, appears Superfan RIC NUNEZ, 14. His eyes are forever moist, but he's oddly formal and never feels worthy of the rockers he idolizes. Tonight he wears a custom homemade t-shirt with iron-on block letters. It features the four Led Zeppelin symbols and the words: "TO BE A ROCK AND NOT TO ROLL." A felt-tip pen is still in his quivering hand. Nunez walks with them, backpedaling as he says:

Mr. Robert Plant signed my shirt in the elevator!! Five minutes ago, he touched this pen. Please don't smear it. And Bonzo's gotta new motorcycle in the hotel!

Ric rushes back to the elevators.

Penny nearby as William picks up the house phone. He shouts over the din.

As he waits, he discreetly pockets the matches, hotel pad and pencil next to the housephone.

William, Polexia and an ambivalent Penny walk the hallway, looking for the room. William looks in the passing open doors, each one a different window into another world.

Up ahead, the door to their smallish hotel room is open. Inside, a band party in full swing. A clunky early-model boom box segues from James Brown's "Make It Funky" to Led Zeppelin's "Gallows Pole." Russell Hammond is the center of this party, jabbing out the chords, playing along on guitar. Much singing echoes all around. It's a hotel-room Hootenanny, and all members of the band are present. Penny Lane takes a breath and enters, with arms extended and pointing in opposite directions. She does a flawless stewardess imitation, with proper hand gestures, to a loud party ovation.

RUSSELL/OTHERS PENNY!! PENNY LANE!!

She is instantly and overwhelmingly, the life of this party. Russell joins William.

Russell places a beer in William's hands, and exits.

They all applaud her, laughing. William watches her with wonder, as she turns his way and winks. Jeff approaches the alluring Polexia, and goes to get her a beer. Meanwhile, Polexia sidles up to William. She sees him watching Penny at the other side of the room.

POV shot travels to Russell, strumming the guitar that is always a part of his body. Russell is watching Penny Lane surreptitiously.

Russell moves towards Penny.

ON PENNY

Penny disappears out the door, across the hallway. Russell follows a moment later. The kid's eyebrows rise. Polexia regards the kid with affection, adjusting his collar and peeling a hair off his jacket.

Polexia looks at the kid, laughing at his poor job of lying.

Jeff appears with her beer, and she whispers in the kid's ear before she exits with Jeff Bebe.

The kid watches, as the boom box plays an obscure favorite of Russell's, Eddie Giles' "Losin' Boy." There is the sound of a motorcycle somewhere down the hallway.

The ice machine makes new cubes with a grinding noise. Penny puts ice in her glass. Behind her, Russell moves into frame, hands delicately riding the sides of her body. A motorcycle roars by, just outside the door, as Penny moves away from Russell's exploring hands.

Wake up! I'm retired and I never believed you anyway. You're too talented and too good-looking to be trusted and everybody knows it.

She makes a scoffing noise. He moves to the ice machine, with a glass of his own.

He tosses cubes in his glass, one by one. After the first cube:

He kisses her powerfully, hands at his sides. She fights to keep her hands off him. Bonham's motorcycle rips by, just outside the door.

They kiss. The motorcycle speeds by again, just outside.

The hallways are crowded, as William looks at the closed door of the ice room. He leans against the wall, alone now. Trying to look like he belongs. Behind him, most of the band has disappeared into other rooms, leaving only hangers- on in their places.

Music. We pan across cubicles bustling with laid-back fervor. These are the San Francisco-based main offices of Rolling Stone Magazine. We have arrived for the waning days that this magazine could still be called, with a straight- face, an "underground" publication. Their mounting success crowds the edges of every frame. Camera catches the Annie Leibowitz portraits that hang on the walls -- Lennon, Jagger, Rod Stewart, James Taylor.

We find editor BEN FONG-TORRES, 29, in his cramped cubicle. Sitting nearby is curly-haired and mustachioed Star Staff writer, DAVID FELTON, 32, who smokes his cigarettes with a long holder. Felton reads one of William's articles, chuckling.

INTERCUT:

William is on the phone in his own small room.

William instantly, nervously alters his voice to sound older.

Ben shuffles through papers, looking for a tour itinerary on his promotional-material laden-desk, automatically plotting the piece aloud.

The kid's eyes widen.

Elaine now gets on the extension.

She hangs up.

The kid is paralyzed.

The great Lester Bangs stands in the promotional album- clogged bedroom of his Birmingham, Michigan, home/office at Creem Magazine. There is nothing in frame that does not deal with music. In the background, a scratchy and chaotic Coltrane record.

The kid listens intently, and makes notes.

William knocks on the teacher's lounge door. A Teacher answers, protective of their sanctuary.

Mrs. Deegan appears in the doorway.

The sun is still shining. It's late afternoon, as Elaine Miller exits her car and arrives home. She sees a few extra cars in the driveway, is immediately suspicious.

Elaine arrives to find William, Mrs. Deegan and Darryl awaiting her in the living room. It's a 1973-style intervention. They wear sunny, compassionate smiles.

Mom sits down. She is fully engaged and worried, her natural state.

Carefully gauging Elaine's face, the teacher continues.

Mrs. Deegan produces a copy, and places it on Elaine's lap. It sits there like the plague.

Mom looks evenly at her son, seated opposite her in this small living room.

Mrs. Deegan admires their high-strung intellectual parrying, makes an impressed noise.

Plus, he has finals coming up, and in one week he graduates with all his friends-

Nearby, having anticipated all of the above, William nods to Mrs. Deegan, and stands.

William takes a lawyerly stroll, turns to face his mom.

Across the room, Darryl takes his position near the stereo.

Mom stifles a cough. William nods to Darryl, who reverentially drops the needle with a thud. Mom is trapped, as we listen to silent static... and then... the opening notes of Led Zeppelin's "Stairway to Heaven." William gives his Mother the album cover's inner-sleeve with lyrics.

Camera passes across their serious and expectant faces. The intro in not short. We listen, just watching their faces, as Elaine becomes increasingly impatient.

Immediately, overlapping, the vocal begins. ("There's a lady who's sure all that glitters is gold.")

SUN MOVING SLOWLY ACROSS THE SKY

Sprinklers click across the lawns. ("... and it makes me wonder... ")

Mom adjust herself in the chair, listens politely, checks her watch. She looks at William.

Sprinklers continue. ("If there's a bustle in your hedgerow...")

Mom listens fitfully. The song continues.

Sprinklers shut off. Music is now blasting. ("To be a rock, and not to roll... ")

Mom's face remains stoic to the bitter end. ("... and she's buying the Stairway to Heaven.") The song ends. Silence. All look to Elaine. They wait on her response. We hear the turntable arm return to its cradle.

After we sell you drugs and sex." All I have is my honesty. That's what I believe, and that's what I know. (flipping through magazine) Oh. Here's a nice ad.

She holds up the magazine. And ad reads, in large bold type:

BUY THIS FUCKING ALBUM.

She shuts her eyes, and blurts out something against her better judgement.

TEST - AND NO DRUGS.

William nods gratefully, and exits frame. Hold on the empty chair, as drums herald the beginning of the Allman Brothers Band's "Trouble No More" from Live at Fillmore East.

SHOT MOVES IN ON ELAINE

who feels a very particular kind of loneliness. It's the loneliness she got married, and then raised a family, to escape.

An empty Heineken beer bottle rolls up and down the aisle, taking us to William. William picks up the bottle and places it in the seat back pocket in front of him. He has joined the circus, and the feeling of being here is a lot more lonely and forbidding than he expected. The bus struggles to make it up the hill, back rows shuddering loudly, as music continues.

The Stillwater Tour Bus rumbles down the desert highway. The destination banner reads - ALMOST FAMOUS -- TOUR 73. Music continues.

William strains for a look at Russell five rows up. He plays slide guitar, working out a part. Next to Russell is Penny Lane. Penny raises an early-model Polaroid camera and - flash - takes a picture of a nearby sleeping Jeff Bebe.

Jeff grumbles from the depths of a hangover. Penny stuffs the shot in her pocket. William watches, his private heart pounds. Polexia appears and sits next to him, noticing his shyness.

Challenged, William rises and approaches Russell. He fixes the charismatic guitarist in his sights. Shot takes him down the aisle to the jamming star guitarist. He crouches in the aisle and talks to Russell who immediately seems moody. His mood is in the air.

Nearby, Jeff now listens in, feeling immediately jealous.

Russell turns away. The kid squats uncomfortably in the aisle, babbling on.

Good point. Laughs from everybody listening nearby. It's a good line. William makes a quick jot in his notebook.

Russell eyes the notebook suspiciously before turning away. Penny notices William's discomfort, laughing warmly, all while grabbing a Coke and giving one to nearby bassist Larry.

He didn't even realize he was thirsty, but he is. He nods thanks to Penny, the perfect road companion for all. And then Penny gives the other Coke, her Coke, to William. He accepts it too, and starts back to his seat. He's been blown off, and he knows it, but before he exits Penny grabs his arm and whispers in his ear:

William nods cooly -- they are comrades -- and returns to his seat.

A large joint passes in front of him, across him, to Polexia, as everyone cheers Doris the Bus rumbling up another hill.

A wall of pot smoke is exhaled, right into his face. It surrounds him like a cloud. The bus shudders, as Russell continues playing slide up ahead.

Elaine sits in her living room, filled with her books. Large Department store photos of her children on the wall. She feels her own loneliness, and his too, as she dials a phone number.

Several hours later on this ride. Outside, night and desert. Inside, a few cigarettes, a joint of two glow in the darkness of the bus. The end of the Led Zeppelin classic "Whole Lotta Love" plays from the bus stereo, full blast. Everybody is free and anonymous in the dark. They sing at full-volume. William looks out the window in wonder.

ZEPPELIN/ALL "Way down inside... (woman) woman... you need... "

The ten-ton guitar chord of Jimmy Page.

ZEPPELIN/ALL (CONT'D) "Loooooooooooooooooooooooovvve... "

John Bonham's drums thunder through the bus, everybody still singing as they dip down into the city ahead, Phoenix. William watches the living documentary around him. He writes furiously in the green notebook, scribbling in the dark, trying to steady his writing on the bumpy bus. Behind him, someone is beating along to the song on his seat. He never want to leave this world.

All enter the lobby like warriors, in a pack. The hotel chairs are spotted with curious hangers-on, decked out and lounging. Dick is already stationed, as always, at the front desk. The sad state of hotel service grates on a road dog like Dick. He is forever teaching others their jobs.

He gives key and a stack of messages to Russell, and turns to William who he makes feel more important. Penny is nearby with her suitcase and tackle box purse. William watches Russell's guitars whisked away - they are luggage- numbered 1, 3, and 4.

William cooly takes the folded message, doesn't look at it, and tries to pretend this embarrassing moment didn't happen. Jeff exchanges a look with Russell. Nearby, the walking commotion arrives, clacking through the lobby. It's Sapphire. Last night's clothes are now today's. She holds a travel case, and hanger with some odd blouses.

She hugs Penny Lane. Estrella appears, happy to have help with Sapphire.

The kid exits and goes to join Penny, who is still comforting Sapphire. Russell looks through his messages. The guitar, now in a case, never leaves his hand. Jeff Bebe approaches, regarding William standing with Penny and the girls. Intrigue is swirling in the lobby.

ON WILLIAM BY ELEVATOR

Penny speaks confidentially to him. If she is slightly bossy, it is only because she's good at logistics, emotional and otherwise.

William covers his disappointment over losing Penny as a roommate. Cooly:

Estrella arrives with travel bag, equally homeless, looking hopeful.

Penny squeezes him. He feels cool... but the girl he really wanted to stay in his room now joins Russell, disappearing into the elevator. He looks down at the message in his hand, and opens it.

It reads: DON'T TAKE DRUGS! He snaps it closed quickly, before anyone can see.

IN. RUSSELL's ROOM -- NIGHT

Russell plays acoustic guitar, a notebook cradled on his lap. Trying to write. It's coming slowly. Shot moves off him, past a flickering television, onto Penny who silently and intently watches Russell as if he's a rare and beautiful bird. He looks over at her - she turns away quickly. He goes back to work. Tries to catch her watching him again. She turns away just in time.

Stillwater's "Fever Dog" plays from the t.v. radio. William on the bed, a thick local phone book on his lap. His hotel room. He watches self-consciously as the girls go about the ritual of inhabiting a room on the road. Sapphire flutters a paisley scarf over the room lamp. Polexia puts a towel along the crack of the door, blows out the glowing embers on too- many sticks of incense, and moves to the phone. Estrella has joined them as well, complete with a bag full of shoes. Instantly, we have atmosphere and not much room left in this, the smallest room in the hotel. William thumbs through the phone book with fascination.

DO YOU KNOW THERE ARE 578 STEPS TO THE TOP?

She's reading from a European tour book.

The girls mobilize by the window. William is increasingly aware that he is an outsider in his own tiny room. He tries to organize his stuff in the corner.

She winks at William, who looks away.

Polexia hands up and throws a pillow at Sapphire, the kid watches these girls like a tennis match.

IN. PENNY AND RUSSELL'S ROOM - SAME TIME

Russell puts down his guitar.

you know, if there's any to be had, I pretty much want to roll around in it.

Penny stands and turns. She speaks the word.

Russell nods. The name is out in the open.

But she continues, saying the name in a multitude of different ways, in different accents, and with different degrees of indifference and passion and lust and play-acting and mock- drama.

PUSH IN ON HIS FACE

As he listens and studies this ethereal creature for meaning. Is she mocking him? In love with him? Taunting him? Seducing him?

She continues saying it until it no longer has meaning. And finally she sits next to him.

They kiss.

The girls continue their settling-in process.

The nickname "Opie" re-opens a nagging wound. Polexia hangs up, and begins to dial again.

William looks at their troubled faces, full of too much- longing and too much make-up.

But if anyone without an English accent is on the phone... (winging it) Just hang up. Or say it's the wrong room.

They nod. It's a good plan.

The hanging sign on the door reads: DO NOT DISTURB. William knocks on Russell's door. A maid pushes up against him with her cart, which now blocks the hallway.

A group of golf conventioneers are now trapped behind the maid cart. They ease past William as he negotiates with Russell through the door.

We hear Penny's giggle. Then the door opens, and it's Penny looking ravishing. In the background, Russell sits shirtless at the table. He playfully pelts the kid with crumpled up wads of hotel stationery.

She shuts the door quickly. It hurts a little. He picks up the wadded pieces of paper, stuffs them in his pocket. He leaves the door and helps himself to some soap and pencils and matches from the nearby maid's cart. Then he returns to Russell's door. He can't help but listen to the muffled sounds of laughter, just for a moment, escalating. He flips the sign over: HOUSEKEEPING PLEASE ENTER - CLEAN ROOM.

Humble Pie. "Thirty Days in the Hole." Russell and band enter the radio station, passing through the now-empty front office. As always, Russell sets the tone. He's feeling good. Stillwater takes over -- they feel mighty, like the Beetles, as they climb across chairs, rearrange wall hangings and gold records and head down the small hallway to the control room interview. Rolling with the flow are William and Penny in her green coat. He tries to distance himself from her -- still a little stung by the earlier hallway rebuff -- but she will have none of it. She privately shares every great passing moment with him. He tries not to succumb to these charms. It's hard. Music segues to Stillwater's own "Fever Dog."

Stillwater's own record spins, and it sounds good to everyone in this room. Russell takes a seat near the open mike. Jeff Bebe is quick to take the other seat, arranging himself to be just as close to the microphone as Russell. William watches all as he sits at the dark back of this control booth. Stillwater sits with late-night progressive disc-jockey QUINCE ALLEN, 25.

Quince takes a long hit from a joint and does not pass it. The entire Stillwater band is now collected in the studio and ready for the interview. William can't avoid looking at Penny Lane, who looks great tonight. She catches him, and he barely looks away in time. Polexia, newly reconciled with Jeff, notices. The very mellow disc-jockey eases up to the microphone, as the finale of "Fever Dog" is just ending.

Band members gets closer to the microphone, preparing to speak. Quince lowers his head, shutting his eyes and getting into the music as the song plays out.

The phone rings. Estrella answers.

Ben Fong-Torres is calling from Rolling Stone.

Estrella panics, hangs up quickly, as if the phone has just caught fire.

Quince raises his head and continues on-the-air. The same song is still ending.

Penny shoots William a look. Do you believe this guy?

The band scoots closer to the microphone, ready to talk. Quince continues, looking meaningfully at the band. They are waiting... eager for a chance to speak.

As Jeff eagerly speaks, Quince lowers his head and listens... feels... the words of his guests.

Quince nods, head bowed, swaying slowly.

Jeff watches Quince's head lower. It's hard to know when to talk with Quince. The depth of his mellowness is tough to get in rhythm with.

He instantly realizes he's slipped, on the air.

All eyes turn to Quince, whose head stays down, grooving to some inner beat. He says nothing. The band looks at each other. We become increasingly aware that Quince may now be asleep. Long silence. William shares an amazed look with Penny. Quince is definitely asleep. Russell leans forward and continues talking quietly, with hilarious sincerity.

Penny covers her mouth as offers a look of absurdity to William. He offers one back, as laughs are stifled throughout the room. William shares a look. Quince is still deeply asleep, as the usually quiet tony leans forward to speak.

He cracks himself up, silently. Quince snaps awake, fully in- stride.

"Love Thing" takes over, as Quince swivels in the chair.

Adrenalized laughter. The whole band is crammed into a medium- sized rental car. Penny half on William's lap, half on Russell's.

The phone is ringing. Estrella emerges from the bathroom with no make-up and a t-shirt. She picks up the phone. Across the room, Sapphire signs for room service. Now she is far too made-up. The t.v. radio plays Free's "Fire and Water" in the b.g.

INTERCUT:

It's Mom on the phone.

Silence.

Estrella physically recoils.

Russell and William sit in two large red-leatherette seats in the hotel lobby. William shuffles through many pages of questions written in small script. His tape recorder microphone sits balanced on the chair.

- Russell blinks. The all-consuming issues of his life are right in front of him.

Russell walks the outskirts of the pool area with William. William follows him through the sliding glass door to his room, facing the pool. Russell grabs his guitar.

They stand for a moment, unheard by the others, and regard the living portrait twenty yards in front of them. The off- limits after-hours pool area has been overtaken by the Stillwater tour members. Jeff Bebe sits in a chair nearby. Dick laughs at a joke. Always the life of the party, Penny Lane dispenses stolen towels from a maid cart. And she is the first to slip into the pool for some after-hours, against-the-rules swimming. Effortlessly, she turns a collection of people into a party. They regard her, well out of earshot of the others.

William shuts his tape recorder off.

They both watch Penny Lane, sparkling, fresh from the pool. She places hotel furniture into the shallow end and inviting all, even other curious hotel guests, to join them in the pool.

Dawn is breaking for William.

Russell laughs at the kid's easy naivete. He hands his guitar to the kid, and joins the party. William watches, part of the crowd... somehow feeling a little compromised. He doesn't care. Penny gestures for him to join them.

William interviews Larry in the seats of the empty arena. On stage, Ed soundchecks his drums.

Larry doesn't give him much.

It's raining. The pre-show huddle breaks up, William a part of them. Penny Lane adjusts Larry's look. She takes the scarf from around his neck and ties it around his leg. He looks instantly better. William watches in the darkness as Dick takes the microphone. The best part of his day has arrived. In his important voice:

Lights come up, as the band launches into "Fever Dog." Jeff begins singing. Russell reaches to adjust the microphone for a back-up vocal and is hit with something unexpected.

A sharp electrical shock.

It's just a slight pop in the loud din of music, but within a moment something is clearly wrong. Russell holds onto the microphone stand with a surprised look, conducting high- voltage for two seconds and then he snaps his hand off the metal. His face is white, he takes off his guitar and walks off-stage, collapsing a couple steps later.

Dick is waving wildly for the band to board the bus, which has been pulled up into the backstage area. He guides a sagging Russell, assisted by Penny Lane, into the bus.

William boards the bus, as the extremely agitated PROMOTER arrives to confront Dick.

Dick whirls and unleashes an anger we've not yet seen, gesturing with the silver briefcase that does not leave his hand.

He swings into the bus, as the bus revs.

Russell sits, pale, next to Penny at the front of the bus. He examines his singed hand, shaking it a little to emphasize the positivity of her words.

William sits nearby, watching Russell, making notes out of eye- sight of others. The ever-wary Jeff, unseen by William, cranes to see that he's writing in his notebook.

Dick swings into the seat across from Russell. The bus door shuts, as the promoter is still yelling.

Doris is slow to gain speed, as Estrella appears, running alongside. She knocks on the window next to William.

William nods with embarrassment, waves to her, as the bus races toward the now closing gate.

Before Russell can answer - BASH. Doris barrels through the steel-gate, snapping it like a chopstick to great cheers inside this bus.

The bus struggles up a slight incline, everybody rooting for Doris, as she eases out of the parking lot and onto a thoroughfare.

Jeff watches this charisma with thinly veiled envy. The kid scribbles in his notebook. We hear Led Zeppelin's "That's the Way."

Song continues. Almost everybody is asleep. William takes the camera and snaps a Polaroid of a sleeping Penny. She wakes up.

She grabs for it, they have a brief play-fight. He grabs some other Polaroids from her pocket. He hustles to the back of the bus, pockets the photo, and settles down to watch the passing landscapes. She chases him down the aisle. Music continues as she sits down next to him. Out the window, a long-distance running team of Girls keeps pace with the bus for a bit. They wave. Penny watches them over sunglasses, waves briefly to the real world.

She snaps a Polaroid of a nearby sleeping Silent Ed, pockets the Polaroid. She regards Russell up ahead, also sleeping. Her attention has already wandered from Morocco.

Penny is still watching Russell.

Gravely noting the word "problems", the kid joins Penny in watching Russell, who is splayed haphazardly, sleeping restlessly up ahead.

She looks at him briefly. She puts her arm around him. It's intoxicating, but he doesn't quite know how to act. With her free hand, she gestures with a hanger. As they regard Russell sleeping nearby:

He looks at her. She imitates his face back to him.

William sits interviewing Silent Ed by some equipment cases.

Ed looks at him thoughtfully. It is an eloquent moment. He thinks. He shrugs. The kid tumbles with more questions. These interviews are not going well.

William, looking concerned over the state of his interviews, walks into the backstage bathroom. He makes a few surreptitious notes in his notebook before noticing that Jeff is standing there, clearly just finishing a quick hit of cocaine offered by a Local Hanger-On. Seeing the kid, he immediately hides the coke spoon.

William pretends he sees nothing as he turns to the urinal, and shot stays on Jeff, who looks a little high and a little worried.

William is on the pay phone with his Mother. The show booms in the background.

Stillwater on-stage. A great show. Russell on fire.

William on the phone. Estrella leans on him, fixing her shoe.

He winces slightly, holds the phone away from his ear for a moment.

Mom sits in her school office, a miniature version of her home - a fortress in which she is surrounded by books. The sun is going down. She can't resist a sentimental moment.

He is touched by her vulnerability, more visible now than ever, as music continues in b.g.

William has his finger in his ear. The din if Stillwater's set now blots out all other noise. It is not the time to answer this question.

Mom takes a pause.

Penny now enters, watching.

William now notices Penny standing nearby, picking at a salad from a paper dish. Looking at her, he lets loose with what he believes is a private confession.

Penny smiles knowingly, collecting his affection like another backstage pass, and turns away. Camera stays on William. He is suddenly and deeply embarrassed. He's just told her that he loves her and she knows it. He hangs up, traumatized.

Russell's hair is slicked with sweat from a show just finished. He is shirtless with a towel around his shoulders. Luggage for the next city is stacked by the door.

The kid plugs in his microphone. Russell listens as he springs his first question.

Russell admires the many questions. Says nothing. He looks at his hand, thinks.

In the background, Penny Lane irons Silent Ed's shirt. Grinning, she cuffs his shoulder. To the shirtless silent drummer, waiting for his shirt.

Ed watches her appreciatively, drumming silently on a rubber pad. Penny kisses Russell, who swings her onto his lap. In the corner, Jeff watches them all with a vague feeling of being underappreciated. And now Dick enters with a large cardboard box.

There is an immediate buzz in the room, as Dick yanks open the box filled with new white t-shirts. He untangles the first fresh shirt, and displays it proudly. A silent beat as all examine it - their first t-shirt. Faces fall. Ed stops drumming. There has been a mistake. It is a fuzzy band photo with the group name emblazoned below.

Only Russell, who stand out front, is colored- in and emphasized on the shirt. He turns away, making a noise. Jeff stares at the t-shirt. He's just about in tears. There is a long silence and then... Ed resumes drumming on the rubber pad.

He drops the offending shirt into the trash, as if it were contaminated, and exits with the box. William watches as the two men, Russell and Jeff, move to opposite sides of the room. Russell puts on a shirt, so does Jeff. The vibe is thick. Russel turns to see Jeff staring at him.

William watches as Russell fishes the t-shirt out of the trash.

Russell turns away.

The kid looks down.

Russell makes a disgusted noise. Penny Lane exits discreetly, looking back at William.

(continues to Russell) And yet, why do I always end up feeling like I'm a joke to you? I feel nothing but love for you. We're a family.

He looks at the t-shirt and starts to cry. Embarrassed, he grows angrier.

Russell walks swiftly past a happy silver-haired man, who holds court with beer in hand. He dresses too young for his age, late fifties. He is DAD.

Dad introduces a woman much younger, who eyes Russell hungrily.

Russell walks fast outside the arena. William hustles to catch up. The two men walk in long silent strides in the cold night air, beyond the backstage area. Fans begin to recognize and follow at a discreet distance.

Russell doesn't answer.

The kid nods. They walk.

A wave of warmth comes over Russell.

Russel now sees some hero worship in the kid's face, and it makes him nervous.

William turns and sees nobody following but fans.

A big square Chevy van slows down. A CONCERT-GOER hands his head out the window.

Russel regards the van full of kids. More fans crowding around. The kid behind the wheel unknowingly says the magic words.

He has said the magic word.

A84 EXT. AARON'S PARTY - NIGHT A84

Russell arrives at the party in the rural outskirts of Topeka. William nearby.

William watches as Russell slugs from a Jack Daniels bottle. They sit in the bedroom of a mindblown fan, 17 year-old AARON. He has long frizzy brown hair, tied in a spray behind him. Many from the neighborhood are now pouring into the home.

KID # 1 Can I have your belt?

Russel whips off his belt, gives it to the fan. A joint goes by, headed for Russell. William intercepts it and passes it on.

Russell rises and squeezes past fans and heads down the hall.

William follows Russell protectively.

PASSING FAN # 1

WOOOOOOO!!

A QUIET GIRL, 14, turns and watches Russell pass. We linger on her face for just a moment, full of wonder.

Russell ignores him.

PASSING FAN # 2 (holding red cup) Watch out, there's acid in the beer that's in the Red cups.

Russell looks at the cup in his own hand. It's white. Then, with his other hand, he grabs the red cup and drains it. William winces. They move on.

Russell enters the bathroom. William stands guard. With a finger outstretched from each hand, he lectures the fans massing in the hallway.

William watches as a wobbly Russell Hammond, in sunglasses now, goes through Aaron's record collection. He places the albums over his face, like masks.

Partygoers are strangely fascinated by the rock star in their living room.

INTERCUT:

William waits anxiously to use the phone, keeping an eye on Russell. Russell is now strangely twisting/dancing with four girls in the living room, as more cars arrive outside.

William takes the phone and hangs up. Keeping an eye on Russell in the next room, he dials from a tour itinerary sheet.

Russel stands on the jutting corner of the house rooftop. The unlit, unheated greenish family pool beckons to him below. It's kicked in.

Russell cackles at the joke of it all. William yells up from down below.

He spreads his arms, and tries to think of last words.

The kids cheer. William looks around, remains cool. Yells upward in the cold night air.

- (spreads his arms, his greatest realization) I DIG MUSIC!!

It gets a skimpy reaction from the partygoers.

They applaud again.

He jumps from the roof into the cold, algaed water below. He sinks immediately. One kid jumps in, then another, then more.

Everybody wants to save Russell.

It's getting lighter. Cars line the street. And now, finally turning the corner, is Doris the Bus.

William watches the effects of personal charisma. Wet partygoers surround Russell, bottle of Jack Daniels still in hand, wrapped in towels. Now a bond has passes between them, all of them. Algae drips from the corner of Russell's face and neck.

Twenty different kids thank him for the opportunity. ("Glad to do it," "Right on," "Damn straight.")

Door opens. Dick enters. Finding the guitarist in the kitchen, he clicks into time-tested road-managerial maintenance. Easing Russell out of his towel, slipping his own jacket around him, from Russell's hands.

William laughs painfully, as Russell moves in, eyes flaring with sudden paranoia.

Russell turns away. William shrugs with style, but his lingering look is filled with hurt. Dick guides Russell to the door, grabbing the kid and talking very directly to him as they move.

Frustrated but feeling important, William hands him some of Russell's wet clothes. William deftly retrieves Russell's shoes and smoothly plucks the guitarist's sunglasses from the partygoer who also wears his belt. They move to the door in a pack. We hear the beginning of Elton John's "Tiny Dancer." Dick faces the crowd and addresses them in his "important" stage voice.

William gives Russell his sunglasses to face the sunlight. Russell stumbles out of the house to great cheers. The Quiet Girl breaks free to catch Russell on the way out.

Dick pats William's arm one more time -- good work. They leave Aaron's house as legends.

"Tiny Dancer" continues on the bus stereo. Russell sits up front, swathed in a large robe, alone and silent. The others have given him a wide berth. He feels silly, and they know it, and he hates that they know it, which makes him feel foolish. He sits silently.

William watches him from four rows back, next to Penny. She kisses the top of his forehead, a hero's welcome. He yawns. The song's vocal begins. There is only more silence. Then, after a beat, we hear a voice or two, fighting the quiet and singing along. Then others... waking up... joining in. Then Jeff. Russell hears them and starts to sing along too, louder now, without turning around. It's a voice everyone wants to hear. Like it or not, this is his family.

FADE IN:

Passing signs announce Greenville, North Carolina.

Lester on the phone. He is paler than ever, in a room clogged with vinyl, happily listening to the MC5 in the background.

INTERCUT:

It's a small wooden-walled hotel room in Greenville. Polexia tries on clothes. William barely notices as he talks to Lester on the phone.

William scrambles to make notes.

CLOSE ON WRITING

Longhand small script on yellow legal tablets.

William sits in the tub, without water. It's his makeshift office, he's surrounded with scraps of notepaper. He writes savagely, and now, savagely throws it away.

In the bedroom, Sapphire, Polexia and Penny watch The Midnight Special. Sapphire looks at a room service menu.

Penny yawns too, it's catchy, and rises to visit the bathroom.

Now Sapphire yawns, looks in her purse.

Penny enters to see William writing in the tub. She sits on the toilet to pee. Flustered:

He gets up, knocking his carefully organized notes onto the floor. He is brimming with things to say. More than he is even able to communicate.

William stops at the door.

He looks at her. Even sitting on the can, she's elegant and totally focused on him.

She swoons a little, touched and moved.

She looks at him curiously, as the door blasts open. Sapphire and Polexia head for William.

They swarm him, dragging him kicking into the bedroom.

Steely Dan, looking pale and somehow snappy, perform "Do It Again" on The Midnight Special. The girls force William onto the bed, and envelope him. Their sexuality is fun, untroubled. Shot moves past bodies crossing frame, onto William's face.

ANGLE ON PENNY

Across room, sitting and watching.

Estrella and Polexia kiss each other playfully. William looks confused. Across the room, Penny laughs, turns up the TV, blows him a kiss.

Penny's eyes. Across the room.

His eyes.

His sexual awakening may be downtime amusement for them, but to him it's an embarrassingly intense moment he shares only with Penny Lane -- across the room. She turns away, smiling, disappears into the next room.

ON STEELY DAN

On the television.

99A

Post-sex pajama party. Sapphire, Estrella, and Polexia girltalk about their first rock and roll conquests. Penny is conspicuous by her absence. William is under the sheets, listening, feeling different, now a man and somehow one of the girls too.

William is awake. Sunlight floods in from the corners of the window-shades. He is surrounded by the fallen cavalry of the night before... Sapphire and Polexia. The phone rings, and Sapphire instantly snaps it up, still asleep. Lost in her dreams, she offers the sexiest hello ever.

William snatches the phone.

Ben Fong-Torres is up bright and early.

He offers the name of the magazine with a swirl that implies high-level importance.

William snaps into his very professional tone of equally grave importance.

Next to him, Polexia yawns herself awake.

He clamps a hand over her mouth.

The kid hangs up, now shouldering even more pressure. He unclamps Polexia's mouth.

Circles have sprouted up under William's eyes. The orange bag strapped over his shoulder, he lugs a huge bag of laundry. He consults room list. A variety of noises and smells drift from the band rooms. He sees Room Service arrive at Dick's door, and it's Estrella who opens the door. (Dick in the background.) She smiles sweetly to William -- good morning -- as the door shuts.

He arrives at Russell's door. Two exclamation points have been Sharpie-markered to the words Do Not Disturb on the sign is gaffer-taped to his door. He looks through the crack, at the bottom of the door. Carefully and politely, he knocks. Instantly:

Pissed, the kid flips off the door. He sits down on a chair directly across from the room. Push in on William, who is more pent-up than ever. He tries hard not to cry, taking gulps of air as a maid cart swishes past, revealing... he's failed. He cries.

A super-energized Russell Hammond looks into William's sleepy face. William's eyes open. His own sleepy face is evident in Russell's sunglasses. The bag of laundry is still at his feet.

He begins rubbing the kid's shoulders. He's waking up. There's Penny, also rubbing his shoulders. It is degrading... and somehow cool too.

William is a bundle of nerves and exhaustion now. Embarrassed and frustrated.

We hear David Bowie's live version of "Waiting for the Man."

They sit together, hair askew, in sunglasses, resting against the headboard. Carefully, Russell identifies his thoughts.

Penny runs a worried hand through her hair.

He looks at her, plays the guitar a little.

Night. Doris rocks toward Cleveland on a muggy summer night. The windows of passing houses offer rich Edward Hopper glimpses of lives and people William will never meet.

William watches from his bus bunk at the back, head on elbow. Looking up, he sees the rhythmic motion of bodies on the mattress above him, as music continues.

William gets up, nods hello to the Roadie and his Date on the bunk above. He moves down the aisle... to the seats near the front. A sleeping Russell sits upright, hugging his guitar. Penny asleep next to him, Polaroid in her hand of... Russell sleeping. The kid moves on. He sits with the Bus Driver, whose CB crackles with chatter from other tour buses headed to Cleveland.

ON THE FIRST SIGN - LATE NIGHT

Cleveland signs. Music rises. Heads pop awake.

Like a slow-moving shark, Doris pulls into empty downtown Cleveland. The streets are empty. They pass the Agoura Ballroom, where a man with a long stick arranges the letters Stillwater on the marquee. Applause in the bus.

Russell and band enter like warriors, in a pack. William sags with the heavy bags in hand and over his shoulder. Here, in the middle of the midwest, is an explosive rock mecca, just as promised. The feeling of belonging invades all those in this lobby. Fans and other touring rockers mingle together. Outside in the real world, everyone else is going to work.

The lobby ignites, as William stands near Penny and Russell. Bowie races from a limousine through the lobby and into the elevators. He is shrouded by a jacket. Just the top of his electric red hair travels the lobby, as he's hustled by security man Dennis in the elevator. And out of the chaos comes...

Jeff Bebe and Polexia smash against the wall of the Swingo's hotel room, making love.

Russell and Penny Lane smash against their own wall.

Dick squats at the front of the stage, and talks to a few fans in the front row of this crowd.

A wild Cleveland crowd in the building. The cities on this tour are getting bigger, and so are the audiences. And there is a whiff of business now too. Men in satin tour jackets and some Disc-jockey types cruise the backstage. A Hysterical Fan is led screaming to the nearby medic room.

Few even react - it's Cleveland - as the shot finds William, tired and yawning, on the backstage pay phone. He is absolutely ready for the worst.

He listens stoically. Larry and Ed watch nearby.

INTERCUT:

Moms sits in silence.

Russell listens in, holding his guitar, laughing.

Russell grabs the phone, talks to the silent mother on the other end.

Silence. Penny passes and stands near William, smoothing her pass. They watch a new pack of groupies prowl the road- crew. They are more glam, more trashy and less selective. They glare insolently at Penny Lane. This is the future.

Russel looks over at the kid, eyes narrowing as he processes the truth. He's 15?

She hangs up. Russell hangs up, oddly affected and shook up.

Russell is still recovering. William feels embarrassed by his mother, once again.

ON THE HUDDLE

William with the band. He yawns, as the band breaks. Cleveland awaits. We follow Dick, who guides the band onto the stage platform, still in darkness. Already, stomping and applause is mounting. Russell turns to William before taking the stage:

Still rattled, he takes the stage. We see the unbridled enthusiasm of the faces on the front row. A wave of cigarette lighters stretch out before them.

Russell thwacks a couple chords. Audience thunders. He turns to other members, feeling chills. It's in these moments that everything else disappears. They bow and wave, still in darkness... each member seems to have his own fans. Dick lets all this play out before finally adding...

More applause. This is very very very very fun.

Lights come up. A full blast of audience love hits them right in the face, as they begin "Fever Dog." The band charges headlong into their set, as various fans are squeezed up out of the crowd and onto the stage.

HANDHELD ON RUSSELL

Who is in the middle of playing, as he smoothly whips off his guitar, and uses the instrument to send a Frenetic fan back into the crowd. He slips back under the strap, laughing. More stage climbers spring up where that fan came from, and Russell now watches as Jeff Bebe dodges a fan and comes over to Russell to lean on him. Russell turns to share the moment with Penny, dancing with arms in the air at the side of the stage.

William in the dressing room, eyes red with exhaustion, finally interviewing Russell. He holds the mike stoically.

Dick enters with great urgency.

The kid shuts his eyes. He knew this would happen.

William shuts off his tape recorder.

William nods, exhausted, as Dick opens the door. In walks a small general of a man in a baseball t-shirt, well-trimmed beard and bowl cut. He holds the super-new Halliburton briefcase. He is DENNIS HOPE, 25. A man from the midwest, with a vision of the future of rock and roll. Already in his head are all the things that will come to pass. Higher ticket prices. Merchandising deals. Greater distribution and accounting of album sales. He shrugs hello to the band.

Hope appreciates the lack of small talk. He strides the room with the joyful enthusiasm of a kid who wants to build a fort. Russell watches, dismissive, holding his guitar.

Russell looks at his hand.

Dick watches his loyal band with admiration.

Penny Lane stands on stage facing the empty arena. The roadies have packed up and moved on. She is alone in the poetic and trash filled structure that was just hours ago filled with people. (Behavior to come)

INTERCUT WITH:

The band meeting continues.

The band agrees.

Just know. You're making it -- right now -- and it's all --

He gestures to infinity.

Bringing his hand together in a fist, he returns it, close to his heart.

The band looks at Dick, who manages not to be speechless.

He laughs. It's fun. Band members are now listening, curiously spellbound.

They'll tape your record from a friend's copy.

Russell stops fingering his guitar. Shot moves across the faces of the band members. Pain.

The band squirms, but listens.

Now he's reaching them. Their slackened roar-weary faces stare back at the young dynamo.

He leaves the room with a pleasant shrug. Stunned silence. William watches their body language. No one wants to talk first. Their faces read as -- who was that guy, and how can we talk him into staying?

William watches as the band stands inside the new plane. Dennis Hope looks on.

He looks around for support. Grim nodding faces.

William watches as Russell reclines. Russell grabs Penny, and she falls into the seat next to him. We hear the loud oncoming sound of the plane in flight, as Dennis cooly asks for Penny's seat.

Doris the bus stays behind in the parking lot, abandoned near a field. The new plane lifts off in the background, as the bus sits alone, as if crying steel tears. Bus Banner reads simply: CLEVELAND. Reprise ending of Whole Lotta Love.

The girls sit on the jumper seats at the back of the plane, with William.

William trudges the hallway with tape-recorder and notebook, trolling for Russell. He passes Boston travelogue posters on the walls. A few room doors are open, he looks for any sign of the guitarist. William veers into Dick's room, where a poker game full of Roadies is in progress. The room is thick with exotic smoke. They are a bunch of road- hardened snobs, smoking cigars and other items, famous to themselves, listening not to rock and roll... but Sarah Vaughn.

Door widens to reveal Russell.

And that's Richard with the Eagles... and you know The Wheel.

Grumbling roadies continue playing. Like an old pro, the kid turns down a Cola-can hash-pipe. This hand is down to Dick, and a roadie named REG from Humble Pie.

Dick lays down three tens. Reg lays down three Kings. Dick loses.

Embarrassed, Russell notices the kids face. He leans over, and speaks confidentially to him.

Rock and roll, brother. No attachments. No boundaries.

But the kid feels bad, and Russell knows it.

The kid is still stuck on the road. He is in hell now. Wearily, with deep circles under his eyes, he shuts his eyes for a moment. Another band is moving through.

William and Penny sit on opposite ends of a blue locker-room bench. It's a small dressing room, crowded with roadies, guitars and men in stages of half-dress. Piles of luggage headed for New York sit by the door. The door suddenly opens and Dick arrives with champagne and a cake decorated with a sparkler. It is placed in Penny's lap. It reads: Unforgettable Penny... Age Unknown. Boston, 1973. They gather now as the cake sits before a surprised and enchanted Penny Lane.

William watches her face as she reads the message on the cake. It hasn't sunk in yet.

Russell produces a piece of hotel stationery. He reads a poem.

Laughter.

And in Penny Lane we trust She is a fan of this band. Much more so than us.

William watches her face. Still enchanted, she hands out slices of the cake.

It hits her. She looks at William for a clue. His truthful face does not look away. Now she knows. She turns to the others -- the plane isn't bigger? Shot moves in on Penny as she blinks just a little, cutting into the cake, still mugging for everybody, covering it all with a layer of sweet giddy laughter. Shot comes to rest behind her, her head turning to connect with band members. Each of them look away, nobody maintaining eye contact with her except the one she now doesn't look at. William. She blows out the candles, vamping Marilyn Monroe-style, and sucks off the frosting seductively, to cheers. Russell watches, as we push in on Penny. She notices all the luggage is gone, only her two cases remain by the door.

William exits a backstage Portosan. Penny catches him by the grilling area where catering is preparing for the outdoor event. Their laminated passes swing from around their necks. Thuding in the distance, Stillwater plays for a cheering outdoor crowd. The sound of summer insects in the air.

William doesn't answer. He looks at her, blowing some hair out of her face.

He shakes his head. It's so beyond a test.

William's eyebrows rise. She examines his face for clues.

She looks so achingly beautiful to him.

She tears some leaves off a tree. He looks at her, unable to formulate a response.

He continues walking, she follows. They have ventured outside the backstage area, onto adjoining Boston farmland. The show booms in the background.

She says nothing.

He's upset. She stares at him.

She laughs, can't help it. Then:

William stands there in disbelief, unable to look at her.

He starts walking back to the stage. She follows. They are two very young kids thrashed by the seas of rock and roll. His frustration increases. She just doesn't get it. Applause in b.g. She grabs his shirt.

He is instantly sorry. Her world privately crumbles, but she tries to remain stoic and carefree.

Sapphire, Polexia, and Estrella bump along to the music and the road. They strain to maintain dignity in these decidedly third-class surroundings. There's only one small blurry window.

Mom on the phone.

She hangs up.

William on the phone. Speechless.

Elaine faces her Humanities class. She stands in an amphitheater-style, inner-city college classroom, decorated with colorful unorthodox artifacts from her home. These earnest city college students listen to her. But she cannot continue. There is a thundering upset inside her.

Music. Russell and band bounces down in NYC. Russell listens to music on headphones plugged into large boom box.

William watches, facing the band from the jump seat of their limousine, heading into New York. Up ahead, Manhattan looms, beautiful and scary.

Beat. They look at each other curiously. How much does the other guy know?

Russell and band spill out of limo. The New York cluster of hardcore Stillwater fans wait outside. They hold collector's sleeves covering albums to be autographed, and fresh magic markers in hand. William in tow crawls out of the limo last. Dick goes to work, pulling luggage from the trunk. A serious- looking Fan (LENNY) approaches Russell with an autograph card.

Russell nods -- of course. He signs, as Dick approaches with a well-placed word in his right ear.

William turns, expecting to see Penny. Instead we see the long-limbed, athletic, pretty and collegiate LESLIE. She holds a Nikon camera, and snaps their picture.

Nearby, the young journalist studies the tour's subtle shift in welcoming Leslie. Dick's New York side is almost military.

William studies Leslie, everyone saying hello to her, everyone knowing the subtext. Nobody saying a word. William pulls his heavy bag out of the back of the limousine. The bag breaks, and the contents spill out onto the New York sidewalk. Bars of soap, ashtrays, hotel keys, crumpled paper, the contraband t-shirt, "Do Not Disturb" signs, notes, towels and thick telephone books from every city.

All help him with his spilled souvenirs. Russell shares a private look with the kid. Nearby Leslie greets other band members.

It's Super Zeppelin fan Ric Nunez.

William takes in the information, while regarding Ric's new custom shirt, which features the words to Zeppelin's "The Rain Song."

They shake, she smiles randomly.

William checks in.

William takes the phone. The Clerk watches curiously as the kid adopts a new persona.

INTERCUT

On a rainy day in San Francisco, Ben Fong-Torres stands in the copy-strewn office of the young editor/publisher JANN WENNER.

Several other editors are also present in the background, including David Felton with cigarette-holder in mouth, and a prep-school Fact-Checker named ALLISON.

William is overwhelmed with many emotions, fear topping the list.

The sound of feet on pavement. William looks at addresses, hustling to the Daily News office.

William tears pages from his notebook and feeds them into the large and clunky earliest model fax machine -- "The Mojo." We hear David Bowie. "The Jean Genie."

A127 EXT. MAX'S KANSAS CITY -- NIGHT A127

William weaves, exhausted, into the Stillwater press party at this legendary New York nightspot. The Doorman, who checks i.d.s, sees the kid and expresses great doubt.

Hope shoves him past the Guard, and sends him into a very mature new world.

The famous hub of New York rock and roll. A strong whiff of decadence mixes with youthful naivete. Not a hippie in sight. William walks through, looking for familiar faces. Overhead we hear Stillwater. "If You Say Nothing." The party is filled with scenesters, long silver-haired glamsters, some British journalists, and many hunched young skinny bodies in leather jackets. Russell grabs him by the arm.

They enter the small bathroom. Russell bolts the door, faces the urinal and pees. His own music throbs in the next room.

William pees in silence.

Now she's here, freaking out. Leslie can smell it.

But he finds himself trailing Russell to the back room bar.

Leslie in the bathroom. Penny enters and watches her discreetly. They stand together, side-by-side at the mirror. Leslie looks once, turns and then turns back at Penny. She knows.

William sits with the band. Over Jeff's head, Penny hangs nearby, at the outskirts, drinking and dancing. They share a look, feigning casualty.

Stunned and overwhelmed, the band waits a beat, lets it sink in... and goes wild. Russell, stunned too, looks at the kid. It's big news. Jeff stands immediately, eyes moist, glass raised.

The band nods solemnly, importantly.

They begin singing the then-current Dr. Hook and the Medicine Show hit, "The Cover of the Rolling Stone" to William.

WILLIAM/DICK She's with me.

And now Leslie has confirmation. A symphony of looks, as Dick gets to his feet and moves to confront Penny. Penny Lane's eyes fill and she runs out. Russell stands... and sees William also stand. William turns and follows her. Russell stands watching, and does not leave. We hear Elton John's "Mona Lisas and Mad Hatters."

William exits as a crush of Partygoers arrives. He doesn't know where she is. He takes off to examine the cabs stuck in traffic. Song continues.

Music continues. He runs down the streets, looking for her. Alone in New York City.

William on the house phone.

William approaches Suite 702. The door is open. He hears new band voices, and sees new faces. MUSICIAN # 1 intercepts him.

MUSICIAN # 1 Aren't we all -

Musician types are leaving.

Room Service arrives. Some appetizers and a large expensive bottle of champagne on ice.

William does.

Two more Musicans (English) exit the back room party. The room is clearing out.

ENGLISH MUSICIAN # 2 She used to be so much more together.

William watches all, champagne in hand, and finds her in the backroom. She's addled and nearly passed out.

She sags. He grabs the phone.

The room has emptied out. Just them, and the remnants of a movable party that has moved elsewhere.

He struggles to get her on her feet. She tips over on her strappy platform shoes. He struggles to untie them.

The School band plays "Colour My World." School PRINCIPAL at the podium.

A peppy student bounds up and grabs her diploma. Elaine Miller watches dolefully in the audience.

William holds Penny in his arms. Finally she is close to him.

Warm applause for another student who grabs his diploma. He takes off his mortar board to flash an American flag bandana. He raises his diploma in victory.

William holds Penny Lane, and keeps her moving. It's a sagging, messy slow dance.

Elaine applauds her son, stoically. It is a dagger through her heart. A sympathetic look from a nearby Mother continues the pain.

They move slowly, she's fading.

The Principal shares a few thoughts:

Elaine's head lowers slowly in a sea of happy parents. The day will never end. Mrs. Deegan slips into the seat next to her.

William holds Penny. She is very woozy.

She is very groggy, as he holds her.

I love you, and I'm about to boldly go where... Many men have gone before...

He kisses her. A doctor and nurse come crashing into the room. They push past William and pull Penny into the bathroom. He sits on the edge of the bed, looking into the bathroom, as they work on her. We hear Stevie Wonder. "My Cherie Amor."

Doctor places a tube down Penny Lane's throat. A bored nurse holds a water-bag, lowering it to ground level.

WILLIAM'S POV INTO BATHROOM

Her feet sticking out, wriggling. He watches, as music continues.

ON THE BATHTUB

Her amber-colored stomach contents look like a Jackson Pollack portrait of the era, with three partially dissolved pills. Doctor hands enter frame and remove them. Music continues.

The Doctor re-appears, and sits down next to William, as the Nurse exits. The Doctor withdraws a three-page report form.

The ice shifts in the champagne bucket nearby. The Doctor sizes up the situation.

His eyes flick to the champagne. The kid takes a hint, reaches over to the champagne.

The Doctor puts the champagne in his bag.

Song continues. William and Penny drag themselves through the airport. He guides her to the ticket counter. Penny wears her green coat, large sunglasses. He sorts through her many partial tickets. They are both so tired. She shakes off her coat -- she's suddenly very hot -- and he grabs it and loops it through her bags. She's irritable, and ready to go home.

And it was in the middle of "Midnight Rambler" and Keith Richards saw me. And he came over, and came to the front of the stage, and he pulled me out. And they took me backstage and they gave me coke with ice and a - and a lemon. And I never went home.

He wishes it did. She rubs her stomach. It's a rocky morning.

She kisses his forehead, and takes off down the accordian leading to her plane. She drops her coat again, bending down to retrieve it.

Four Woman turn, but not Penny. She disappears.

Penny Lane settles into her seat on the airplane. She notices William watching from the terminal window, and waves.

She mouths along with the words. There is no one to share the joke with. And then a few blurry memories come back to her. She gestures to him... understanding him more fully... as he disappears.

William walks alongside her plane, moving from terminal window to terminal window. Catching her glance again, he's picking up steam. What's she saying?

She keeps watching as he runs alongside, still keeping up with her plane. She now fully remembers, and places her outstretched fingers on the window. She mouths the words: I'll see you back home!

CLOSE ON WILLIAM

Who can run no further.

FADE UP

Russell and William are in mid-interview. The kid's microphone is out. It's a little bit of a rough flight. William wears the same clothes.

The kid feels pain.

A sharp jolt of turbulence. Russell begins pounding on the card table in rhythm.

A moment of laughter, and then bam. Jeff's drink rises and suspends briefly in mid-air. The plane takes another mighty knock.

Fear is creeping in around the edges. William, already an uneasy flier, looks down.

The rocking of the plane worsens, as all buckle up.

The sky darkens abruptly. William looks up, increasingly nervous, stares straight ahead. The plane suddenly drops and stabilizes. Everyone is silent but Russell.

A moment later, an ashen-faced CO-PILOT emerges, balancing himself with hands on the ceiling of the shuddering plane.

The kid notices Silent Ed is rubbing a small crucifix.

Push in on Russell. We hear a series of unfamiliar electrical sounds. The plane screwballs through the sky.

He returns to the cockpit. The weather worsens, as the hail suddenly pelts the plane, and it comes down hard. Inside lights shut off. William stares straight ahead, as the cockpit door swings open - total chaos visible inside - and then shuts again.

Nervous laughter. Another sheet of hail hits the plane.

PUSH IN ON WILLIAM

Just shaking. Nearly in tears. Hyperventilating.

The plane shakes. Now lightening strikes very close. A flashing wall of electricity rolls through the plane and evaporates with a burning smell still in the air. In the darkness:

The plane wildly rises, and falls. It stops for a moment. A strange smooth patch.

I had to live with you, and now I might die with you and it's not fucking fair.

William watches, catatonic.

Larry stares at him. Ed says nothing.

Bam. The plane is pulling sideways, and dropping altitude.

Russell tries to get up and attack him. The force keeps him in his seat. He yells. Loud.

The turbulence worsens. William finds his mouth saying emotional words he cannot control.

She almost died last night, while you were with Bob Dylan. You're always talking about the fans, the fans, the fans. She was your biggest fan and you threw her away. And if you can't see that, that's your biggest problem.

Russell and Jeff stare at each other. The plane is rocking very very hard. Leslie is crying.

They all turn to the silent drummer. (It's his first spoken dialogue of the movie.)

Then.

The plane pops out from below the clouds. Sunshine spikes through the embattled windows of the plane, as they float downwards to the city of Tupelo, Mississippi. A very very uneasy silence fills the plane. No one can look at each other. Out bursts the Co-Pilot, giddy with victory.

Shot of all the occupants, ending with Russell. Suddenly, the alternative seems far more attractive. We hear Rod Stewart's "Jo's Lament" as music plays over their still- shocked faces.

Music continues, as they walk together like ghosts in a long and very pregnant silence, ignoring the kid. Everything is different now. The kid peels off and throws up in a dumpster. We continue with the band, unhappily moving forward. William hustles back to catch up. They ignore him. There are much bigger thoughts in play. No one wants to speak.

Boom. Russell attacks him, and they're pulled apart. The band continues moving forward, arriving at a fork in the airport terminals. William stops. This is where he must part company.

He stands at the mouth of the next terminal, as the band continues, unaware he's split off. He watches their backs, they've forgotten him.

Then Russell turns, sensing something missing. William. All now stop and turn. Still shell-shocked, they summon a pre- occupied but heartfelt goodbye. William waves. Music continues.

ON AIRPLANE DEPARTURE SCHEDULE

William's finger finds San Francisco.

The kid checks the address as he arrives at the MJB Building, and its next-door neighbor, the San Francisco headquarters of Rolling Stone Magazine. He still wears the same clothes from last night in New York.

William arrives at the front desk, gets the once-over from a friendly RECEPTIONIST, a paragon of new cool.

He is zombie-tired, with heavy duffel case and his orange bag.

William walks down the center aisle. Editors and writers look at him, standing at the front of their cubicles to see this exhausted 15 year-old writer. At the end of the aisle, like a human finish line, stand Ben Fong-Torres.

The secret emerges not with a bang but with a slight and tired nod of the head.

Ben leads him into the office of Jann Wenner, the editor- publisher.

William sits. Editors are feverishly discussing the next issue. The big concerns of a national magazine are in the air. Everyone is focused and quick. The conversation is machine- gun like. Jann Werner turns to the kid.

The kid's eyes travel to his story -- a stack of fuzzy- looking sheets on the table.

William sits speechless. It's sinking in. Failure. Conversation continues at a fast pace:

Felton catches himself swooning. The other are staring at him. He snaps out of it.

Ben looks at the kid, then at Jann. Jann scans the kid's face for a beat, nods.

William rises, gratefully. He shakes Jann's hand.

William sits in the "big" office. It's a small white tank. After all the sound and fury, there is only the hum of a large electric typewriter. His research, transcripts and some band photos sit nearby. He takes a bite of a candy bar, a sip of coffee. He looks at the phone.

Crazy jazz is playing. Lester Bangs on the phone.

INTERCUT:

William in the empty Rolling Stone office.

William takes a deep breath. Looks at the research cassettes and notebooks. The empty page.

Ben Fong-Torres and David Felton look at William's new manuscript with great interest.

William sleeps restlessly nearby, mouth agape, sitting upright in a plastic chair.

The band rides in a new tour bus. The palpable tone in the air is -- PANIC.

All eyes look to Russell.

Russell nods. He looks at Silent Ed, drumming soundlessly on a rubber pad.

Ed silently nods thanks.

No names are mentioned in the more embarrassing sequences, it's just completely obvious who's who! We're fucked!

Silence.

Dennis hands Russell the phone.

William is still being congratulated by his new peers. We see him woozy but beaming, as Allison the Fact Checker comes out of her office, waving the manuscript. She works her way through the cluster of editors.

Everyone looks at William, who is speechless and confused. Their congratulations stop on a dime. The fact checker can't resist twisting the knife a little.

The kid has been sandbagged. The machine of a big-time magazine whirs into action on another story, as the cluster moves down the hall.

William sits there, as only David Felton stay behind, brandishing his cigarette-holder. He sits down next to the kid.

He looks at the kid, decides to offer a personal parable.

The kid looks at him, too tired and still in shock.

He exits.

Russell Hammond sits down on a plastic chair with a paper- plate filled with buffet-style food - steak and baked potato. Preoccupied, and several seats away from other crew members. He drinks a glass of milk. Out old friend Sapphire takes the seat next to him, holding a skimpy paper plate of vegetables.

They eat in silence. Sapphire looks around. The new breed of groupies eye her, as they cruise Russell on the periphery. They're bolder, flashier. She eyes them back with seniority.

The girls still circle Russell nearby. He's unaware.

She looks sadly at her plate of vegetables. An ever-sharp mind in last night's clothes, she commands Russell's respect.

(in their direction) Go rob a bank! It's more honest!

Russell nods.

Russell stares into his crew meal, nodding a little.

Russell smiles to himself, knows it's true. Dick passes, placing hands on Russell's shoulders, massaging a little.

Dick claps Russell on the back, and moves on. He turns to Sapphire.

William moves like a zombie through the airport, and collapses in a seat. He sits still in the crowded flow of human traffic. A cluster of Flight Attendants pass. One stops, a stylish young woman wearing a tall bubble-shaped PSA hat with swirling colors.

He looks at her. He feels like he's on Mars, and she looks like a Martian.

William looks woefully at them, like a dog who's been hit by a car.

Anita looks in her brother's face.

William whistles the family whistle. Sister and brother trudge up the steps.

William whistles again. Mom meets them at the door. She looks at her trashed son who has finally come home. For the first time, she hugs Anita first, and it's not lost on Anita.

It's a clumsy neck-hug, neither wanting to commit. The kid passes to his Mother's left, with suitcase, intentionally nudging her into his sister. Anita takes this as an aggressive act of love, and hugs her mother back. Tears stream down Mom's face. Their cheeks touch. Mom pulls away, and sees her own tears on Anita's face. Thinking that she's also crying, she grabs a tissue for them both.

The kid stands in the hallway listening, shaking his head, poised to enter his room, unseen by them.

Now they really hug, Anita gulping back real tears. William watches them bonding over the oddest thing - his failure. William goes into the bedroom, the final three feet to sleep, and shuts the door. A hand places a hotel sign on the door - DO NOT DISTURB. Slight push in.

with a very lonely Abraham Lincoln (or Atticus Finch) in the center.

The elevator doors ding open, and out walks Russell Hammond. The Secretary has just finished answering the phone, "Straight Arrow Publishers." She puts the caller on hold.

Russell stands with the editors, observing the fine portraits on the walls. He's behind enemy lines, and he knows it. Everything in the room fascinates him.

show us our lives in some mythic way and I guess... we're not mythic. We panicked.

Nearby, David Felton looks at another editor, raising an eyebrow.

But Russell looks around at the numerous portraits if dead legendary rock stars, fixing on the one photo closest to all of them, a very vulnerable-looking Janis Joplin. A second thought.

He looks at their faces. They cannot disagree.

LONG SHOT RUSSELL

at the entrance. Raises his hand.

Russell stands outside, a traveling man with no where to go. Oddly, and in a way that surprises him, the world begins to speak to him again... little noises everywhere, turning into a music of its own. It's a beautiful and compelling "silence." He thrusts his hands deep in his pockets, and takes a breath of life. His head filling again with the music of the world, he begins to walk down the street.

Very naturally, and quite randomly, he is noticed by young passersby. They can't help it. He looks like a star. They can't quite figure out who it is, but it's someone, and they begin to follow him down the street. Unbeknownst to him as he walks along, deep in thought, a small crowd begins to form... following him.

A quiet kitchen. Anita has been cooking. A substantial breakfast has been placed on the table. Sausage, orange juice... and now Anita sets down a plate of pancakes, with syrup and butter, in front of her mother. William watches his mother facing an old enemy - white sugar.

Mom looks at her children, and takes a breath.

She goes to the stereo and puts on a record. The two children eye each other - what's coming next? (Song to be chosen) The two kids eye each other again. Self-consciously avoiding their gaze, Mom sits and toys with her breakfast. It's a song she clearly wants them to hear. It's a song from the heart. They look at her, amazed. Elaine looks up, regards her family. Somehow they're back at this table. They continue eating breakfast.

ON SIDEWALK

Bam. A bundle of bound Rolling Stone Magazines lands on the newsstand pavement with a thud. Someone reaches in to cut the cord, as the magazines puff up into view. It's the new issue, with Russell Hammond on the cover. The title: Stillwater Runs Deep. Just another stack of magazines waiting to be places in the racks.

Music segues to Led Zeppelin's "Four Sticks." Penny Lane's sleeping Polaroid shots of our characters, featuring a few

self-portraits.