"AMERICAN BEAUTY" (1999)

On VIDEO: JANE BURNHAM lays in bed, wearing a tank top. She's sixteen, with dark, intense eyes.

Her mind wanders for a beat.

Jane looks at us and sits up.

FADE IN:

We're FLYING above suburban America, DESCENDING SLOWLY toward a tree lined street.

We're looking down at a king sized BED from OVERHEAD:

LESTER BURNHAM lies sleeping amidst expensive bed linens, face down, wearing PAJAMAS. An irritating ALARM CLOCK RINGS. Lester gropes blindly to shut it off.

He sits up and puts on his slippers.

Lester thrusts his face directly into a steaming hot shower.

ANGLE from outside the shower: Lester's naked body is silhouetted through the fogged up glass door. It becomes apparent he is masturbating.

(then) This will be the high point of my day. It's all downhill from here.

CLOSE on a single, dewy AMERICAN BEAUTY ROSE. A gloved hand with CLIPPERS appears and SNIPS the flower off.

CAROLYN BURNHAM tends her rose bushes in front of the Burnham house. A very well put together woman of forty, she wears color coordinated gardening togs and has lots of useful and expensive tools.

Lester watches her through a WINDOW on the first floor, peeping out through the drapes.

In the fenced front yard of the house next door, a dog BARKS repeatedly. A MAN in a conservative suit (JIM #1) chastises the barking dog.

JIM #1 Hush, Bitsy. You hush. What is wrong?

A second MAN in a conservative suit (JIM #2) comes out of the house.

JIM #2 (re: barking dog) What in the world is wrong with her? She had a walk this morning.

JIM #1 And a jerky treat.

JIM #2 You spoil her. (sternly) Bitsy. No bark. Come inside. Now.

Lester watches all this from the window.

Jim #1 walks toward the fence to greet Carolyn.

JIM #1 Morning, Carolyn.

JIM #1 I just love your roses. How do you

get them to flourish like this?

Jim #1 and Carolyn continue to chat, unaware that Lester is watching them.

Lester's POV: We can't hear what Jim and Carolyn are saying, but she's overly animated, like a TV talk show host.

JANE is seated at her desk, working at her computer.

CLOSE on the COMPUTER MONITOR: A PERSONAL BANKING SOFTWARE window suddenly disappears to reveal another window: a PLASTIC SURGERY WEBSITE, featuring clinical "before" and "after" photos of surgically augmented breasts.

Outside, a CAR HORN BLARES. Jane stuffs items into her BACKPACK.

We HEAR the CAR HORN again from outside. Jane studies herself in a mirror, then shifts to get a good profile of her breasts.

Carolyn stands next to a platinum colored MERCEDES BENZ ML320, reaching in through the drivers' window to blow the HORN again.

Jane shuffles out of the house, her backpack slung over her shoulder.

Jane gets in the car. Lester hurries out the front door, carrying a BRIEFCASE.

CAROLYN (CONT'D)

Lester, could you make me a little later, please? Because I'm not quite late enough.

Lester's briefcase suddenly springs open and his papers spill all over the driveway. He drops to his knees to gather everything.

Lester smiles sheepishly, trying to lighten the moment.

His POV: Carolyn looks down at us, contemptuous but also bored, as if she gave up expecting anything more long ago.

Carolyn is driving; Jane stares out the window. Lester is asleep in the back seat.

Lester sits at his workstation, a BEIGE CUBICLE surrounded by IDENTICAL BEIGE CUBICLES. He's staring at a computer monitor and talking on a HEADSET PHONE. The beleaguered expression on his face is at odds with the light, friendly tone of his voice.

BRAD, a dapper man in his thirties, approaches and observes Lester, who is unaware of his presence.

Lester disconnects the call, obviously irritated.

Lester turns around, smiling perfunctorily

Brad is seated behind his desk in his big corner office.

Lester sits across from him, looking small and isolated.

Brad stands, ready to usher Lester out.

Lester stares at him, powerless.

A MOVING VAN is parked in front of the COLONIAL HOUSE next door to the Burnhams'. Movers carry furniture toward the

house.

The Mercedes Benz pulls into the Burnham driveway. Carolyn drives, Lester is in the passenger seat.

As they get out of the car, Carolyn scopes out the MOVERS next door.

She heads into the house, followed by Lester.

We HEAR EASY LISTENING MUSIC.

Lester, Carolyn and Jane are eating dinner by CANDLELIGHT. RED ROSES are bunched in a vase at the center of the table. Nobody makes eye contact, or even seems aware of anybody else's presence, until...

listen to whatever you like.

A long beat. Lester suddenly turns to Jane.

A beat.

Now she looks at him as if he's lost his mind.

Carolyn is watching this closely.

She gets up and heads toward the kitchen.

She's gone. Lester notices Carolyn looking at him critically.

Lester is quiet, staring at his plate.

Lester gets up and starts after Jane, taking his plate with him.

Carolyn watches him go, irritated.

Jane stands at the sink, rinsing off her plate. Lester enters.

Jane turns and stares at him, waiting for him to finish.

He's looking to her for a little help here, but she's too uncomfortable with this sudden intimacy to give him any.

On VIDEO:We're looking through GREENHOUSE WINDOWS at Lester and Jane in the kitchen We can't hear what they're saying, but it's obvious it's not going well.

Jane puts her plate in the dishwasher and leaves. We FOLLOW HER out the door, then the camera JERKS back to Lester calling after her.

CLOSE on the face of RICKY FITTS, illuminated by the screen of his DIGICAM as he videotapes. Ricky is eighteen, but his eyes are much older. Beneath his Zen like tranquility lurks something wounded... and dangerous.

His POV,on VIDEO:Through the kitchen window, we see Lester at the sink, rinsing off his plate, muttering to himself. His head suddenly jerks up and he looks at us, as if he realizes he's being watched.

Lester's POV: We're looking out through the kitchen window at the point where Ricky was just standing, but he's no longer there.

Lester turns off the faucet, dries his hands, then tosses the towel on the counter on his way out, where it lands next to a framed PHOTOGRAPH of Lester, Carolyn, and a much younger Jane, taken several years earlier at an amusement park.

It's startling how happy they look.

CLOSE on a wooden SIGN that reads:

The sign is planted in front of a RUN DOWN HOME in a run down neighborhood. The Mercedes is parked in front of the house. Carolyn, wearing a smart business suit, is unloading a box of cleaning supplies and a BOOMBOX from the back of the Mercedes when something across the street catches her eye.

Her POV: In front of a different house with much more curb appeal is another SIGN, featuring a picture of a handsome silver haired MAN. It reads:

Another One SOLD By Buddy Kane The Real Estate King 555 0100

Carolyn frowns and slams the back of the Mercedes shut.

The interior of this house is ugly, oppressive and tasteless. Carolyn opens the front door, breathes deeply and solemnly announces:

She neatly arranges her sales materials on a desk, then strips down to her undergarments.

MONTAGE:

We see Carolyn, working with fierce concentration as she:

Cleans glass doors that overlook the patio and pool;

Doggedly scrubs countertops in the kitchen;

Perches on a stepladder to dust a cheap looking ceiling fan in the master bedroom;

And vacuums a dirty carpet that will never be clean.

Throughout all this, she keeps repeating to herself:

Carolyn stands in front of the mirror, wearing her suit once more, applying lipstick. She stares at her reflection critically.

She says this as if it were a threat, then notices a smudge on the mirror and wipes it off.

The front door opens to reveal Carolyn, greeting us with the smile she thinks could sell ice to an Eskimo.

Smiling, Carolyn leads a man and woman into the living room. They're thirtyish, and they've seen a lot of houses today.

The man and woman glance around the dark room, unimpressed.

The woman wrinkles her face, skeptical.

Carolyn enters, followed by a different couple in their fifties.

Carolyn stands with a different couple: African American, late twenties. The woman is pregnant.

Carolyn stands by the pool next to two fortyish WOMEN.

WOMAN #1 The ad said this pool was "lagoon like." There's nothing "lagoon like" about it. Except for maybe the bugs.

WOMAN #2 There's not even any plants out here.

WOMAN #2 I mean, I think "lagoon," I think waterfall, I think tropical. This is a cement hole.

A beat.

CAROLYN

I have some tiki torches in the garage.

Carolyn enters, alone. She's furious. She locks the sliding glass door and starts to pull the vertical blinds shut, then stops. Standing very still, with the blinds casting shadows across her face, she starts to cry: brief, staccato SOBS that seemingly escape against her will. Suddenly she SLAPS herself, hard.

But the tears continue. She SLAPS herself again.

She SLAPS herself repeatedly until she stops crying. She stands there, taking deep breaths until she has everything under control, then pulls the blinds shut, once again all business. She walks out calmly, leaving us alone in the dark, empty room.

We HEAR CHEERING and APPLAUSE.

We're at a high school BASKETBALL GAME. Teenage boys play a fast and furious game. One team wearing pale blue and white uniforms scores a basket. Perky cheerleaders jump up and down as the CROWD goes wild.

Seated in the bleachers, next to the high school BAND, is a group of about twenty TEENAGE GIRLS, dressed in pale blue and white uniforms. Among them, Jane sits next to ANGELA HAYES. At sixteen, Angela is strikingly beautiful; with perfect even features, blonde hair and a nubile young body, she's the archetypal American dream girl.

Jane stands and scans the bleachers.

Carolyn drives. Lester is slumped in the passenger seat.

steps for weeks.

Carolyn stares at him, unsure of how to respond.

The uniformed girls now stand in formation on the gym floor.

In the crowded stands, Lester and Carolyn find seats.

The HIGH SCHOOL BAND plays "ON BROADWAY." On the gym floor, the girls perform. They're well rehearsed, but too young to carry off the ambitious Vegas routine they're attempting.

Lester, watching from the stands, picks out his daughter.

His POV: Jane performs well, concentrating. Dancing awkwardly next to her is Angela. Suddenly Angela looks right at us and smiles... a lazy, insolent smile.

Lester leans forward in his seat.

His POV: We're focused on Angela now. Everything starts to SLOW DOWN... the MUSIC acquires an eerie ECHO...

We ZOOM slowly toward Lester as he watches, transfixed.

His POV: Angela's awkwardness gives way to a fluid grace, and "ON BROADWAY" FADES into dreamy, hypnotic MUSIC. The light on Angela grows stronger, and the other girls DISAPPEAR entirely.

Lester is suddenly alone in the stands, spellbound.

His POV: Angela looks directly at us now, dancing only for Lester. Her movements take on a blatantly erotic edge as she starts to unzip her uniform, teasing us with an expression that's both innocent and knowing, then... she pulls her uniform OPEN and a profusion of RED ROSE PETALS spill forth... and we SMASH CUT TO:

Angela, fully clothed, is once again surrounded by the other

girls. The HIGH SCHOOL BAND plays its last note, the Dancing Spartanettes strike their final pose, and the audience APPLAUDS.

Carolyn claps along with the rest of the audience. Lester just sits there, unable to take his eyes off Angela.

The game is long over. Jane and Angela come out of the gym.

Her POV: Lester and Carolyn stand at the edge of the parking lot.

She crosses reluctantly toward her parents, followed by Angela.

An awkward beat.

Okay, we have to go.

She starts toward the parking lot. Lester stays behind.

ANGELA

We're going out for pizza.

Angela smiles, aware of the power she has over him. He is mesmerized; grateful, even.

Lester waves awkwardly as he crosses off.

CLOSE on a solitary red ROSE PETAL as it falls slowly through the air.

We're looking down on Lester and Carolyn in bed. Even in sleep, Carolyn looks determined. Lester is awake and stares up at us.

The ROSE PETAL drifts into view, landing on his pillow.

More ROSE PETALS fall onto the bed, and he smiles up at...

His POV: Angela, naked, FLOATS above us as a deluge of ROSE PETALS falls around her. Her hair fans out around her head and GLOWS with a subtle, burnished light. She looks down at us with a smile that is all things...

Lester smiles back and LAUGHS, as ROSE PETALS cover his face.

A WHITE BMW 328si CONVERTIBLE is parked on the street outside the Burnham's house. We HEAR girlish LAUGHTER from inside.

Angela is behind the wheel, Jane in the passenger seat. They're passing a JOINT back and forth.

An awkward beat. Jane stares at the floor.

On VIDEO:Jane gets out of the car, still LAUGHING, and waves as Angela pulls away. We ZOOM toward Jane as she walks up the driveway. She turns suddenly, sensing our presence.

Her POV: We're looking at the COLONIAL HOUSE next door where the moving van was parked earlier. The front porch is shrouded in darkness... then a PORCH LIGHT abruptly reveals Ricky. As usual, he's dressed conservatively. There is a BEEPER attached to his belt, and his DIGICAM dangles loosely around his neck.

Irritated, Jane stares at him, hard.

He looks back at her curiously, then raises his Digicam and starts to videotape her.

His POV,on VIDEO:Jane, angry and self conscious, turns and walks quickly toward her house, flipping us off as she goes.

Jane enters, closes and locks the door. She quickly TURNS OFF THE LIGHT that's been left on for her, then peeks through a window.

Her POV: There's no sign of Ricky.

Jane turns back into the room, her heart racing... and smiles.

CLOSE on an ADDRESS BOOK: A man's hand flips to the H page and then his finger stops at the name Angela Hayes.

Lester, dressed for work, goes through Jane's address book. We HEAR the SHOWER running in the adjacent bathroom. He grabs Jane's phone and dials, then stands with the receiver to his ear, nervous.

Lester is frozen, unable to speak. Suddenly, the SHOWER is turned off in the next room. Lester hangs up and exits quickly. A moment, then the PHONE RINGS. Jane emerges from the bathroom, a towel wrapped around her torso, drying her wet hair. She picks up the PHONE.

Angela is sprawled across her bed, on the phone.

INTERCUT WITH JANE IN HER BEDROOM:

Then Jane notices her address book open to the H page.

On VIDEO:We're across from Jane's WINDOW, looking in. Jane picks up the address book, frowning. She speaks into the phone, but we can't hear her.

Ricky stands at his window, videotaping. He lowers his Digicam, but his eyes remain locked on Jane across the way.

BARBARA FITTS stands at the stove, flipping bacon strips mechanically, her eyes focused elsewhere. At least ten years younger than her husband, she's pretty in a June Cleaver ish way. The Colonel sits at a dinette reading The Wall Street Journal. Ricky enters.

Startled, Barbara turns to him.

As she attempts to serve him bacon:

Ricky serves himself scrambled eggs from another pan, then joins his father at the table.

A DOORBELL rings. The Colonel and Barbara look at each other, alarmed.

The Colonel heads toward the living room, a little puffed up.

The Colonel opens the front door to reveal the two JIMS.

JIM #1 Hi.

JIM #2 Welcome to the neighborhood.

Jim #1 holds out a basket filled with flowers, vegetables and a small white cardboard box tied with raffia.

JIM #1 Just a little something from our garden.

JIM #2 Except for the pasta, we got that at Fallaci's.

JIM #1 It's unbelievably fresh. You just drop it in the water and it's done.

The Colonel stares at them, suspicious.

JIM #1 (CONT'D) (offers his hand) Jim Olmeyer. Two doors down. Welcome to the neighborhood.

JIM #1 Nice to meet you. And this is my partner...

JIM #2 (offers his hand) Jim Berkley, but people call me J.B.

JIM #2 (after a beat) Nothing. We just wanted to say hi to our new neighbors

The Jims look at each other, then back at the Colonel.

JIM #1 Well, he's a tax attorney.

JIM #2 And he's an anesthesiologist.

The Colonel looks at them, confused. Then it dawns on him.

The Colonel drives, staring darkly at the road ahead. In the passenger seat, Ricky is using a CALCULATOR and jotting numbers down in a NOTEBOOK.

The Colonel looks at Ricky sharply.

A beat, as Ricky continues his calculations, before he realizes a response is expected from him. Then:

RICKY

Yeah, you're right.

The Colonel's eyes flash angrily.

Ricky sighs, then looks at his father.

The Colonel is taken aback but quickly covers.

Case closed, Ricky goes back to his calculations.

CLOSE on the pencil in his hands: He's totaling two columns of NUMBERS. Under the column "Income" he writes in swift, bold strokes: $24,950.00.

Jane and Angela are standing with two other TEENAGE GIRLS.

TEENAGE GIRL #1 Gross.

TEENAGE GIRL #1 So, did you do it with him?

TEENAGE GIRL #2 You are a total prostitute.

TEENAGE GIRL #2 So are you. You've only been in Seventeen once, and you looked fat, so stop acting like you're goddamn Christy Turlington.

The two TEENAGE GIRLS move away from Jane and Angela.

insecurities out on me.

The Colonel's Ford Explorer pulls up, and Ricky gets out.

Angela stares at Jane, then her mouth widens into a smile.

Jane suddenly finds Ricky standing in front of her.

Angela shoots a wide eyed look at Jane, who ignores it.

He looks at her intently, his eyes searching hers. Jane is unnerved and has to look away. Ricky smiles and walks off.

CLOSE on a TV SCREEN: "Hogan's Heroes" on Nick at Nite.

The Colonel and Barbara are seated on a couch, watching television. The Colonel is smiling, enjoying the show; Barbara just stares. The Colonel CHUCKLES at a joke and startles her.

We HEAR a door opening elsewhere in the house, and Ricky enters.

He sits on the couch, next to his father, and watches TV along with them. The Colonel's smile fades.

The three of them stare at the TV, like strangers in an airport.

We HEAR MUSIC under a room full of people all talking at once, as Lester and Carolyn enter a hotel ballroom. We FOLLOW THEM as they pass a SIGN that reads:

GREATER ROCKWELL REALTOR RESOURCES GROUP

Inside the ballroom, well dressed real estate professionals stand in clumps, chatting. Catering waiters serve hors d'eouvres.

important business function. As you know, my business is selling an image. And part of my job is to live that image

Carolyn's jaw tightens, then:

She drags Lester toward a silver haired MAN and his much younger WIFE. We recognize the Man as BUDDY KANE, The Real Estate King.

He LAUGHS. A little too loudly. Carolyn quickly joins in.

She smiles her most winning smile at him. He knows this persona well, only it's never pissed him off as much as it does right now.

And he kisses hera soft, warm kiss that speaks unmistakably of sexthen turns to the others and grins.

Carolyn's smile is frozen on her face.

He crosses off. Carolyn, Buddy and Christy watch him go.

Lester stands at the bar. A bartender pours him a drink.

The bartender complies. Lester takes his drink and turns to face the center of the room.

His POV: Carolyn is talking to Buddy and Christy. She's on: smiling, animated, LAUGHING too loud at their jokes.

Lester shakes his head. Ricky approaches him, wearing a waiter's uniform, carrying a tray of empty glasses.

A beat. Lester looks away, scans the crowd, then downs the rest of his drink in one gulp. Ricky just stands there, watching him. Finally Lester turns back to Ricky: what does this kid want?

Lester's surprised, but instantly intrigued.

Carolyn and Buddy are deep in conversation. Christy has wandered off. Carolyn is nervous; Buddy seems amused.

They look at each other for a beat, then look away. This situation is loaded and they both know it.

Ricky and Lester stand next to a dumpster behind the service entrance to the hotel, smoking a JOINT.

Suddenly, the service entrance opens, and a large CATERING BOSS in a cheap suit peers out at them. Ricky hides the joint.

out here.

He goes back inside. Lester looks at Ricky, who shrugs.

Carolyn is standing in the open service entrance. Lester quickly hides the joint behind his back.

And she goes back inside.

Lester goes inside.

Jane and Angela are watching MTV. We HEAR the back door open.

Jane switches off the TV.

She starts toward the kitchen. Jane doesn't like this.

Lester enters and opens the refrigerator.

He turns, and is instantly transfixed by:

His POV: Angela leans against the counter, twirling her hair.

She starts toward him.

She reaches inside the refrigerator to grab a bottle. As she does, she moves to place her other hand casually on Lester's shoulder. He sees it coming. Everything SLOWS DOWN, and all sound FADES...

EXTREME CLOSE UP on her hand as it briefly touches his shoulder in SLOW MOTION. We HEAR only the amplified BRUSH of her fingers against the fabric of his suit, and its unnatural, hollow ECHO...

BACK IN REAL TIME: She grabs the root beer and smiles at him.

CLOSE on Lester: his eyes narrow slightly, then:

He cups her face in his hands and kisses her. She seems shocked, but doesn't resist as he pulls her toward him with surprising strength. He breaks the kiss, looking at her in awe, then he reaches up and touches his lips. His eyes widen as he pulls a ROSE PETAL from his mouth right before we

Angela is back against the counter, drinking the root beer. Lester stands by the refrigerator, gazing at her, still lost in fantasy.

Jane watches from the doorway to the family room, feeling incredibly awkward in her own home. Carolyn enters from the dining room. Lester snaps out of it and grabs a root beer from the refrigerator.

He takes a sip of his root beer, but it goes down the wrong way and he starts COUGHING violently.

Angela lays on the bed, in bra and panties, reading a magazine. Jane, in an oversized T shirt, plays a video game on her computer.

Jane glances at Angela, irritated.

Lester, still in his suit, stands outside Jane's room, his ear up against the door. He can't believe what he's hearing.

JANE

Shut up.

Jane covers her ears and starts SINGING to drown her out.

Lester, still listening, looks like he's about to implode.

Jane's SINGING stops.

Panicked, Lester scurries down the hall.

We HEAR the sharp TAP of a penny being thrown against glass.

Angela crosses to the window and looks out.

We see Angela standing at the window in her underwear, looking down at us. Jane joins her and is immediately unnerved by:

Their POV: In the Burnham's DRIVEWAY, the word "JANE" is spelled out in FIRE.

he's got a shrine with pictures of you surrounded by dead people's heads and stuff?

On VIDEO:We're across from Jane's window, looking in. Jane tries to shut the drapes, but Angela won't let her. Irritated, Jane retreats into the room. We ZOOM toward her, even as Angela poses in the window; we're clearly not interested in Angela. The ZOOM continues, searching for Jane, who has disappeared. Finally, we settle on the small make up MIRROR where we see a REFLECTION of Jane, back at her computer. She's smiling. Then suddenly the DRAPES CLOSE and she's gone.

Ricky sits in darkness with his DIGICAM, videotaping. He lowers the camera and smiles... then something below catches his attention. He leans out the window to get a better look at:

Ricky's POV: Through a WINDOW on the side of the Burnham's GARAGE DOOR, we see Lester, still in his suit, digging through shelves against the back wall.

Lester digs through stuff stored on the shelves, searching for something as if his very life depended on it.

He yanks aside COLLEGE YEARBOOKS, a racquetball RACQUET, boxes of old HOT ROD MAGAZINES, an unopened remote controlled MODEL JEEP KIT, stacks of old vinyl LPs... finally his face lights up when he finds:

A pair of DUMBBELLS obviously unused for many years.

Lester rips off his jacket and tie and unbuttons his shirt. He glances around, finding his REFLECTION in the WINDOW as he pulls off his shirt, then the T shirt underneath. He eyes himself critically: Angela was right, he's not in bad shape. Just a few extra pounds around his middle that wouldn't be hard to shed. He kicks off his shoes and begins to step out of his pants.

Ricky holds his Digicam up and starts to videotape.

Ricky's POV,on VIDEO:Through a WINDOW on the side of the Burnham's garage, we see Lester step out of his pants and briefs. Then, naked except for his black socks, he grabs the dumbbells and starts lifting them, watching his reflection in the window as he does.

Ricky stands at the window, videotaping.

Suddenly we HEAR someone trying to open a locked door.

Moving swiftly, Ricky pulls the drapes shut and switches on a light. His room is a haven of high tech. A state of the art multimedia COMPUTER crowds his desk, and high end STEREO and VIDEO EQUIPMENT line the shelves, as well as HUNDREDS OF CDs. There is easily twenty thousand dollars worth of equipment in this room.

Ricky opens the door. The Colonel stands outside, eyeing him.

The Colonel holds out a small PLASTIC CUP WITH A CAP.

He disappears down the hall. Ricky smiles, shuts and locks his door. He puts the plastic cup on the shelf, then crosses to a MINI REFRIGERATOR in the corner of his room and takes out a cup sized TUPPERWARE CONTAINER from the freezer, already filled with urine, albeit frozen, and places it on a saucer to thaw overnight.

Carolyn lies sleeping. Lester is awake, staring at the ceiling. After a moment, he gets up, taking care not to disturb Carolyn, and walks toward the bathroom.

Lester enters and switches on the LIGHT. The room is filled with STEAM. Lester looks around, confused, then focuses on:

His POV: Across from us, in a PEDESTAL BATHTUB, is Angela. She smiles and beckons us, and we MOVE CLOSER. ROSE PETALS float on the surface of the water, obscuring her naked body.

Lester kneels by the bathtub like a man in church.

She arches her back and looks up at him provocatively.

Lester gives her a hard look, then slowly slips his hand into the water between her legs. Her eyes widen and she throws her head back... and we SMASH CUT TO:

CLOSE on Carolyn, her eyes wide, listening to the rhythmic BRUSH of Lester's hand as he masturbates under the covers.

She flips over and faces him.

A beat.

Carolyn switches on the bedside LIGHT.

He turns to her, trying to look innocent, then gives up.

Carolyn gets out of bed, repelled. Lester LAUGHS.

years. But you were happy as long as I kept my mouth shut. Well, guess what? I've changed. And the new me whacks off when he feels horny, because you're obviously not going to help me out in that department.

She sinks into a chair, stunned. It's clear he knows where she's most vulnerable. He sees this, and likes it; it feels good to win for a change. He curls up under the covers contentedly.

CLOSE on Lester, smiling.

We're FLYING high above the neighborhood. Below us we see the two Jims, jogging. We APPROACH them steadily.

We're now at street level, FOLLOWING the two Jims.

Still running, the Jims turn back in perfect unison, as Lester runs INTO FRAME, wearing a baggy sweatshirt and a pair of faded old sweatpants. The Jims slow down until he catches up, then the three men run together in the early morning light.

JIM #2 Lester, I didn't know you ran.

JIM #1 Good for you.

JIM #1 Well, are you just looking to lose weight, or do you want have increased strength and flexibility as well?

The Colonel is washing his Ford Explorer, squatting to scrub the bumper, when something Catches his eye:

His POV: Lester and the Jims jog down the street.

The Colonel stands, scowling, as Ricky comes out of the house, holding the URINE SAMPLE in front of him.

Lester breaks off from the two Jims and jogs up to Ricky and the Colonel, out of breath. He grabs hold of his knees and bends over, panting.

He LAUGHS, and extends his hand to the Colonel.

COLONEL FRANK FITTS, U.S. MARINE CORPS.

He salutes the Colonel good naturedly, grinning. The Colonel doesn't think it's funny. An awkward beat.

He heads into the house. Lester waves at the Colonel, then follows him. The Colonel watches them go, his eyes dark.

Ricky enters, followed by Lester.

He gives the URINE SPECIMEN to Lester, then locks the door.

Ricky crosses to a bureau and opens a DRAWER. He takes clothing out and piles it on his bed.

Lester picks up a CD case from a shelf and examines it.

He shakes his head, then puts the CD case down. Ricky, having emptied the drawer, now removes a FALSE BOTTOM, revealing rows of MARIJUANA, tightly packed in ZIP LOC BAGS.

A beat.

There's a card in there with my beeper number, call me anytime day or night. And I only accept cash.

Lester smiles. This kid's cool.

Carolyn, carrying a basket of fresh cut ROSES, passes by the GARAGE WINDOW. From inside the garage, we HEAR ROCK MUSIC.

Carolyn stops and SNIFFS the air, frowning. She peers through the window.

Her POV: Lester, in a T shirt and gym shorts, lies on a new WEIGHT BENCH, doing bench presses with shiny new BARBELLS.

ROCK MUSIC blasts from a new BOOMBOX on the floor.

The garage is in the process of becoming Lester's sanctuary. An ugly but comfortable 70's BOWL CHAIR has been pulled out and cleaned off, his old hot rod magazines strewn across it, and the remote controlled MODEL JEEP KIT is spread across a card table. The SHELVES that Lester tore through earlier have been dismantled, leaving a blank wall on which now hangs a DART BOARD.

Lester finishes his last rep, straining, then puts the weights in their rack and sits up. As he takes a drag off a joint, the GARAGE DOOR suddenly starts to open. Lester looks up, squinting at:

His POV: The door raises to reveal Carolyn, silhouetted against the bright sunlight outside, pointing a REMOTE at us.

And she's gone. Lester leans back on the bench and grabs the weights.

Brad is seated behind his desk, reading a document. Lester sits across from him, smiling.

A beat.

Brad sighs.

Brad LAUGHS.

Brad stops laughing.

Brad leans back in his chair, studying Lester.

Exhilarated, Lester walks down a corridor, his belongings in a box on his shoulder. He's happier than he's been in years.

Carolyn sits at a table, lost in thought. There are two menus on the table. After a moment, Buddy Kane, the Real Estate King, joins her. Carolyn immediately becomes warm and gracious.

Carolyn smiles, genuinely touched that he remembers her name.

He smiles, then opens his menu. Carolyn picks hers up mechanically, but continues to stare at him, enraptured, like a fervent Christian who's just come face to face with Jesus.

Ricky stands with his DIGICAM, videotaping something on the ground at his feet.

On VIDEO:A DEAD BIRD lays on the ground, decomposing.

On VIDEO:The camera JERKS up to discover Jane and Angela staring at us.

On VIDEO:Angela looks at Jane, trying not to laugh.

On VIDEO:She falls out of frame as we ZOOM toward Jane.

Ricky lowers the Digicam.

He looks at her, curious, his eyes searching hers. She doesn't look away.

up hacked to pieces in a dumpster somewhere.

Angela starts off, but Jane doesn't follow. Ricky smiles at her. She almost smiles back, then:

Angela stops and stares at her.

Carolyn's Mercedes is parked next to a JAGUAR CONVERTIBLE with a VANITY LICENSE PLATE that reads "R E KING."

Carolyn and Buddy are in the middle of sex.

Lester's TOYOTA CAMRY cruises through the streets. We hear Lester SINGING along to "AMERICAN WOMAN" on the STEREO.

Lester is driving, smoking a joint.

Lester continues singing along to "AMERICAN WOMAN," as the Camry pulls into the parking lot of a FAST FOOD RESTAURANT.

Lester pulls up to the drive thru speaker box.

Lester turns down the volume on the stereo.

He pulls the car around to the WINDOW, where a teenage GIRL wearing a headset is waiting.

Lester pays her. As she hands him his food, he notices a SIGN in the corner of the window that reads:

NOW TAKING APPLICATIONS

She stares at him, confused by his age and attire.

Lester sits at a booth with the MANAGER, a greasy kid wearing a white short sleeve shirt and a tie covered with the Mr. Smiley's logo. He looks over Lester's application, baffled.

The Manager sighs and runs a hand through his greasy hair, wondering what he could possibly have done to deserve this.

Carolyn and Buddy are in bed, post sex.

They laugh.

Carolyn sits up, eager to learn from the master.

Carolyn is quick to pick up her cue and kisses him, ready for another round.

Ricky and Jane walk along without speaking. He seems comfortable with the silence; she doesn't. After a beat:

A beat.

An automobile FUNERAL PROCESSION appears and begins to pass them slowly.

JANE

No. (a beat) Have you?

They watch the FUNERAL CARS pass.

A beat.

Barbara Fitts sits at the kitchen table, staring off into space as if hypnotized. Behind her, Ricky enters, followed by Jane.

Barbara's eyes flutter and she turns to him slowly.

Jane glances around. The room is spotless.

We HEAR KEYS TURNING in the lock, then the door opens and Ricky enters, holding a RING OF KEYS, followed by Jane.

GLASS CASES filled with GUNS line the walls.

Ricky crosses to a built in CABINET behind the desk.

He unlocks the cabinet and opens it, revealing shelves stacked with WAR MEMORABILIA.

He reaches into the cabinet and carefully removes an oval CHINA PLATTER, which he hands to Jane. She examines it.

CLOSE on the bottom of the plate: A small SWASTIKA is imprinted in the center.

He puts the platter back into the cabinet and shuts the door, then notices Jane looking at him oddly.

But she is. Ricky studies her.

On VIDEO:We're in an empty parking lot on a cold, gray day. Something is floating across from us... it's an empty,

wrinkled, white PLASTIC BAG. We follow it as the wind carries it in a circle around us, sometimes whipping it about violently, or, without warning, sending it soaring skyward, then letting it float gracefully down to the ground...

Jane and Ricky sit on the bed, watching his WIDE SCREEN TV.

A beat.

Now Jane is watching him.

After a moment, Jane takes his hand. Then she leans in and kisses him softly on the lips. His eyes scan hers, curious to see how she reacts to this...

Lester sits at the table in sloppy clothes, eating his dinner voraciously and drinking beer from a bottle. Across from him, Carolyn picks at her food, watching him with contempt. EASY LISTENING MUSIC plays on the STEREO.

We HEAR the back door SLAM, then Jane enters and quickly takes her seat at the table.

Jane stares at both her parents, apprehensive. Lester looks at Carolyn darkly, then flashes a "you asked for it" grin.

LESTER

Janie, today I quit my job. And then I told my boss to fuck himself, and then I blackmailed him for almost sixty thousand dollars. Pass the asparagus.

Jane does so, surprised and intimidated by the power in his voice. Lester gets up, crosses to the other side of the table to get a PLATE OF ASPARAGUS, then sits again as he serves himself.

whatever you want to do whenever you want to do it and I don't complain. All I want is the same courtesy

Lester hurls the plate of asparagus against the wall with such force it SHATTERS, frightening Carolyn and Jane.

He goes back to eating his meal, as if nothing unusual has happened. Carolyn sits in her chair, shivering with rage. Jane just stares at the plate in front of her.

Jane is sitting on her bed. There is a KNOCK at the door.

Jane rolls her eyes, crosses to the door and lets Carolyn in.

She stares at Jane, then starts to cry.

Carolyn suddenly SLAPS Jane, hard.

Embarrassed, she quickly leaves. Jane looks in a mirror and rubs her cheek, then crosses to the window and looks out.

Jane's POV: We're across from Ricky's room, looking in. He stands at the window with his DIGICAM, videotaping us. On the WIDE SCREEN TV behind him, we see Jane standing in her window as she looks across at him. She waves. Ricky just keeps videotaping. A beat, then she starts to take off her shirt.

We're behind Ricky as he videotapes Jane in her window. She has now removed her shirt. She stands there in her bra, then reaches behind her back to unhook the bra.

On VIDEO:We ZOOM toward her as she takes off her bra clumsily. She's obviously embarrassed, but she's gone this far and there's no turning back. She stands there with her breasts exposed, trying to look defiant, but she's achingly vulnerable...

Suddenly, the door is thrown open and the Colonel enters, incensed. Startled, Ricky turns around. As soon as his eyes meet his father's, he knows what's up.

Ricky scrambles to dodge his father, but the Colonel is too fast; he punches Ricky in the face, knocking him to the floor.

From her window, Jane watches, pulling the drapes in front of her.

Jane's POV: In the WINDOW across from us, the Colonel proceeds to give Ricky a serious beating, punching his face.

Ricky's lip is bleeding, but he maintains a steady gaze at his father during this violence.

The Colonel grabs him by the collar.

A beat.

The Colonel glances toward the window.

His POV: In the WINDOW across from us, Jane peeks out from behind the drape. She quickly pulls it shut.

A beat. The Colonel is suddenly, deeply shamed.

The Colonel stands, still breathing heavily. Tenderness fills his face, and he reaches out to touch Ricky's cheek.

But something keeps him from doing it.

He leaves. Ricky gets up and goes to his bureau. He looks at his reflection in the mirror, calmly takes a cloth and

starts to wipe the blood from his face.

In darkness, we HEAR repetitive GUNSHOTS.

FADE IN:

Carolyn, wearing PROTECTIVE HEADGEAR, is holding a GLOCK 19 AUTOMATIC REVOLVER with both hands, FIRING it directly at us.

She empties a round and stands there, exhilarated. An ATTENDANT approaches with a new round of ammunition.

And she starts FIRING again.

Bobby Darin sings "DON'T RAIN ON MY PARADE" on the RADIO. Carolyn SINGS along as she drives. Her face has lost its usual resolute determination; she's actually enjoying herself spontaneously, and the lack of her usual self consciousness allows us to see just how beautiful she is.

ANGLE ON the GLOCK 19 sitting on the passenger seat amidst some CDs.

Carolyn takes the gun and holds it at arm's length, admiring it as she continues to SING.

The Mercedes turns onto Robin Hood Trail.

Carolyn's POV: We turn into the Burnham driveway. A 1970 PONTIAC FIREBIRD with racing stripes blocks our access to the garage.

CLOSE on Carolyn: She doesn't like having things in her way.

Lester's REMOTE CONTROLLED MODEL JEEP is zooming across the floor of the family room, expertly maneuvering corners and narrowly avoiding crashing.

Lester is sprawled on the couch in his underwear, drinking a BEER and controlling the car. His working out is beginning to produce results. The room, too, seems changed: sloppier, more lived in.

Carolyn enters through the kitchen, flushed and angry. She just stands there, staring at Lester. After a moment, he looks up at her.

He smiles at her playfully. She stares back, annoyed. It's the same look she had at the beginning, when he dropped his briefcase, but whatever power that look had is gone. Lester just LAUGHS.

His face is close to hers, and suddenly the atmosphere is charged. She pulls back automatically, but it's clear she's drawn to him. He smiles, and moves even closer, holding his beer loosely balanced. Then, just before their lips meet...

She's immediately sorry she said it, but it's too late. His smile fades, and the moment is gone.

He stands and gestures toward all the things in the room.

Carolyn stares at him, on the verge of tears, then turns and walks out of the room before he can see her cry.

On VIDEO:Jane lays in Ricky's bed, wearing a tank top. She glances at us.

We're watching the WIDE SCREEN TV in Ricky's room.

A CORD leads from the TV to Ricky's DIGICAM. Ricky holds the camera, sitting naked in a chair. It's been almost a month since his father beat him up, and there are still slight SCARS on his face. He's aiming his camera at Jane.

She gets out of bed, takes his Digicam and focuses it on him. We see his image on the TV as she videotapes.

Jane ZOOMS in on his face, which remains placid.

Ricky smiles.

He grabs a half smoked JOINT from an ashtray and lights it.

He passes her the joint, then takes the Digicam and focuses it on her. We see her image on the TV as he videotapes.

Jane looks into the camera, a loopy, stoned grin on her face.

They LAUGH. She lays back on the bed.

Her mind wanders for a beat.

Jane looks at him and sits up.

She stands and sticks out her breasts, then falls back on the bed, LAUGHING.

She smiles dreamily at him. He turns the Digicam off and the TV screen goes BLUE. He lowers the camera and looks at her intently.

He puts the Digicam down and joins Jane on the bed. A long moment where neither of them speaks. He caresses her hair, gazing into her eyes.

FADE IN:

We're FLYING above Robin Hood Trail. We see the BURNHAM'S HOUSE below us as we APPROACH it steadily.

We're almost on top of the Burnham house now, as Lester, wearing sweatpants and running shoes, bursts out of the front door and dashes up the driveway.

We're now at street level, as Lester runs toward us. He carries a WALKMAN and wears EARPHONES, and we HEAR ROCK MUSIC as he runs. The endorphins have kicked in, and Lester grins, reveling in the sheer physical pleasure of his body.

The blender GRINDS as Lester, still in his sweatpants, makes himself a high protein shake. He's in excellent shape; even his posture has changed, and he moves with the confident, easy swagger of an athlete. Jane watches him blankly from the kitchen table.

Carolyn enters. Lester leans against the counter, drinking his shake directly from the blender pitcher, eyeing her. He's got a newfound sexual energy that makes her uncomfortable, and he knows it. Carolyn quickly rinses off her coffee cup, avoiding his eyes, and starts out.

Jane looks at Lester to see how he reacts. He doesn't.

And she's gone. Jane continues staring at her father. Finally, he glances over at her.

Jane is stunned. She quickly rises, trying to get out of the kitchen before she starts crying.

ANGLE on Lester, and the immediate regret in his eyes.

We're outside Ricky's room, MOVING slowly toward the open door, through which we can see Ricky, standing at his bureau mirror, combing his hair. The scars on his face are almost gone now.

A REVERSE ANGLE reveals the Colonel standing outside the door looking in, watching Ricky with great tenderness. Then Ricky looks up at him, and the Colonel is suddenly self conscious.

Ricky emerges from the house, followed by the Colonel, who watches his son as he heads toward the Burnham house.

His POV: Carolyn waves from the Mercedes, flashing an insincere smile. Jane leans forward from the passenger seat and glares at us. As Ricky starts to get in the car, Lester emerges from the house in his sweatpants.

Ricky pulls his door shut, but not before Lester mouths "call me" and Ricky gives a slight nod in acknowledgment.

CLOSE on the Colonel's face: he looks confused.

As the Mercedes backs out of the driveway, Lester glances over at him.

Lester's POV: The Colonel watches the car driving off, then looks at us. His face tightens.

LESTER studies him for a moment, then grins and salutes before going inside the house.

CLOSE on the Colonel, deeply troubled.

The door swings open silently and the Colonel enters. He starts going through Ricky's bureau. He opens the DRAWER in which we know Ricky keeps his marijuana, but he doesn't discover its false bottom. He stands and looks around, his eyes finally landing on:

The DIGICAM and a stack of CASSETTES on a shelf. The camera is still connected to the TV.

The Colonel turns on the TV, examines the Digicam and presses "play." The TV's blank screen suddenly gives way to...

On VIDEO:Barbara Fitts sits at the kitchen table, staring off into space.

The Colonel watches, at first baffled, then impatient. He takes the cassette out of the Digicam and inserts another. On the TV screen we see...

On VIDEO:Through the Burnham's GARAGE WINDOW, we see Lester step out of his pants and briefs. Then, naked except for his black socks, he grabs the dumbbells and starts lifting them, watching his reflection in the window as he does...

The Colonel sinks slowly onto Ricky's bed, mesmerized.

Lester, wearing a Mr. Smiley's uniform, is happily flipping burgers on a grill.

Lester looks up suddenly when he HEARS:

Lester's face darkens, then... he smiles. He puts his spatula down.

The Mercedes pulls around to the DRIVE THRU WINDOW. Carolyn drives; Buddy sits beside her.

They are too involved with each other to notice Lester watching them from the drive thru window.

Carolyn almost jumps out of her skin.

Lester leans out of the drive thru window, grinning at her, holding bags filled with fast food. The Counter Girl stands next to him, staring blankly.

Carolyn struggles to appear nonchalant.

Carolyn closes her eyes, defeated, then grabs the wheel, shifts gears and drives off.

The sky is filled with ominous gray clouds. Wind whips garbage across the parking lot as Carolyn's Mercedes pulls in next to Buddy's Jaguar.

Carolyn grips the wheel tightly, staring straight ahead. Buddy looks at her unhappily.

She regrets it the second it's out of her mouth, and turns to him. He just looks at her sadly, then gets out of the car and shuts the door. She starts to CRY. As before, she SLAPS herself, hard.

She closes her eyes tight, trying to stop the tears, then suddenly SCREAMS as loud as she can.

Buddy's Jaguar speeds off, leaving the Mercedes alone in the parking lot. We can still HEAR Carolyn's muffled SCREAMING. There is a sound of distant THUNDER.

It's RAINING outside. We HEAR ROCK MUSIC as Lester pumps iron. He puts the weights down and looks at his REFLECTION in the window:

His POV: His arms are pumped. He smiles.

He reaches under the bench and grabs a CIGAR BOX. Opening it, he digs through MARIJUANA PARAPHERNALIA, only to pull out an empty ZIP LOC BAG.

Ricky and the Colonel sit at the table, eating in silence. Barbara rinses off a pan at the sink, then stares at it as if she can't quite remember what she meant to do with it. We suddenly HEAR a BEEPING noise. Ricky pulls his BEEPER off his belt and checks it.

He heads into the hall. The Colonel watches him go, uneasy.

Angela drives, squinting through the windshield as the wipers move back and forth.

The Colonel rinses off his plate at the sink. Something outside catches his eye, and he cranes his neck to get a better look at...

His POV: Through the window over the sink, we can see into the Burnham's GARAGE WINDOW. Our view is blurred by the RAIN, but we see Lester, his upper body pumped and glistening in sweat as he counts out a wad of BILLS... and then Ricky walks into view.

The Colonel's face tightens.

His POV: Lester drapes his arm around Ricky as he gives him the money. We can only see Lester from the waist up, so he looks naked.

Ricky, his hair wet from the rain, puts the cash in his pocket. Lester's arm remains draped around his shoulder.

You got any papers?

And he slaps Ricky playfully on the chest. Ricky grins, then squats down and reaches under the weight bench.

Lester sits in the bowl chair and leans back, his hands behind his head, watching Ricky roll the joint.

The Colonel's POV: Lester leans back in his chair. We see only Ricky's back and shoulders as he rolls the joint. After a beat, Lester's jaw drops, then he throws his head back. From our perspective, it looks very much like Ricky is giving Lester a blow job.

The Colonel watches, incredulous. Then we HEAR a CAR APPROACHING, and the Colonel glances over at:

His POV: Angela's BMW pulls into the driveway, stopping behind Lester's Firebird. As Angela and Jane get out and run toward the house, our focus MOVES back to the GARAGE WINDOW. Ricky stands, looking a little panicked. Lester pulls on his T shirt, and both he and Ricky cross out of view.

Lester leans nonchalantly against the counter. Jane and Angela enter. Jane frowns when she sees him.

He's trying to remain cool, and doing a pretty good job.

Jane rolls her eyes and exits. Angela walks over to Lester.

She places her hand on his arm flirtatiously, looks up at him and smiles, fully expecting to intimidate him by doing

so.

But something has changed, and he isn't intimidated at all. He looks directly back at her, leans in and smiles slowly.

His voice is low and intense. She moves away, suddenly insecure.

And she heads out quickly. Lester watches her go, baffled.

Ricky enters, wet from the pouring rain, and crosses to his bureau, pulling the wad of CASH out of his pocket as he goes.

Ricky turns, startled.

His POV: The Colonel steps out of the shadows.

Ricky takes a step back.

The Colonel BACKHANDS Ricky so hard it sends the boy sprawling.

A beat. Ricky suddenly smiles. He gets up.

Ricky eyes the Colonel. He's finally discovered a way to break free from his father, and he can't believe it was this simple.

Ricky grabs his backpack, turns and walks out the door, leaving the Colonel standing there, glassy eyed and breathing heavily.

Ricky enters to discover Barbara standing in the middle of the room, clutching a dish, frightened. She's obviously heard his argument with his father, and she looks into his eyes, searching, aware that something eventful is taking place.

A beat.

He kisses her cheek softly, then exits out the back door, leaving her standing alone, still clutching her dish.

The Colonel's POV: Below us, Ricky dashes through the rain to the Burnham's front door and knocks. Lester opens it and lets him in.

The Colonel looks coldly down at us from Ricky's bedroom window, and then he pulls the drapes shut.

The MERCEDES BENZ ML320 is parked in the breakdown lane, its HAZARD LIGHTS BLINKING. Cars ZOOM past in the rain.

Carolyn sits behind the wheel, listening to a MOTIVATIONAL TAPE on the STEREO.

Carolyn leans over and open the glove compartment. She takes out her GLOCK 19.

Angela is sprawled across the bed. Jane stands across the room from her.

There is a KNOCK on the door. Jane sits up, alarmed.

Jane jumps up and opens the door and lets him in.

JANE

Yes.

Angela stares at him, stunned, then starts toward the door.

And she exits, SLAMMING the door behind her. Jane turns to Ricky and he takes her in his arms.

Angela sits on the stairs, shaken, crying.

We're MOVING SLOWLY toward the Burnham's GARAGE WINDOW through the RAIN. Through the window, we see Lester, wearing only his sweatpants, performing bench presses.

Through the window, we see the Colonel standing outside, watching. We ZOOM slowly in on him as he watches, transfixed.

His POV: Lester finishes his last rep, then racks the weights and sits up, sweaty and out of breath. He runs his free hand over his chest... and then he glances at us, suddenly aware he's being watched.

Lester and the Colonel stare at each other through the window.

The RAIN is coming down in sheets now, and there is a sharp CLAP of THUNDER. We're directly outside the GARAGE DOOR as it slowly lifts to reveal Lester smiling at us.

Lester pulls the Colonel inside. The Colonel moves stiffly and seems preoccupied, slightly disoriented.

The Colonel just stands there, looking at Lester.

The Colonel moves closer towards him.

He grins... and so does the Colonel.

He places his hand on the Colonel's shoulder. The Colonel closes his eyes.

He opens his eyes and looks at Lester, his face filled with an anguished vulnerability we wouldn't have thought possible from him. His eyes are brimming with tears. Lester leans in, concerned.

The Colonel reaches up and places his hand on Lester's cheek... and then kisses him. Lester is momentarily stunned, and then he pushes the Colonel away. The Colonel's face crumples in shame.

The Colonel stares at the floor, blinking, and then he turns and runs out the open garage door into the rainy night.

Carolyn is still listening to the same MOTIVATIONAL TAPE. She holds the GLOCK in her hand.

Carolyn switches the TAPE OFF and puts the gun in her purse.

The Mercedes pulls away from the shoulder.

Lester enters, opens the refrigerator and grabs a BEER. Suddenly we HEAR MUSIC coming from the other room. Lester opens his beer and starts toward the family room.

His POV: AS we MOVE SLOWLY around a corner, Angela comes into view, standing at the STEREO, holding a CD case. She's

been crying; her face is puffy, and her hair mussed. She regards us apprehensively... then puts on a slightly defiant smile.

Lester leans against the wall and takes a swig of his beer.

She smiles. They stand there in silence; the atmosphere is charged.

She's trying to be seductive as she says this, but she's pretty bad at it. Lester raises his eyebrows.

Lester grins. He is sexy.

She nods. Lester holds the bottle up to her mouth and she drinks clumsily. He gently wipes her chin with the back of his hand.

His face is very close to hers. She's unnervedthis is happening too fast...

Angela takes a deep breath just before Lester leans in to kiss her cheek, her forehead, her eyelids, her neck...

And Lester kisses her on the lips.

Carolyn drives, her face resolute.

Angela lays back on the couch as Lester moves in over her. He pulls her jeans off and gently brushes his fingers over her legs, then moves up and caresses her face...

Ricky and Jane, fully clothed, lie curled up on Jane's bed.

Lester starts unbuttoning Angela's blouse. She seems disconnected from what's happening. Lester pulls her blouse open, exposing her breasts.

Lester looks down at her, grinning, unable to believe he's actually about to do what he's dreamed of so many times, and then...

Lester LAUGHS.

A beat. Lester looks down at her, his grin fading.

His POV: Angela lies beneath us, embarrassed and vulnerable. This is not the mythically carnal creature of Lester's fantasies; this is a nervous child.

Lester's face falls. There's no way he's going to go through with this now.

He grabs a blanket from the back of the couch and drapes it around her shoulders, covering her nakedness.

He smiles and shakes his head. Humiliated, Angela starts to cry.

He hugs her, letting her put her head on his shoulder, stroking her hair and rocking her gently.

Lester takes her by the shoulders and looks at her, serious.

But she keeps crying. Lester hugs her again. We HEAR a loud CLAP of THUNDER outside.

The Mercedes pulls onto Robin Hood Trail.

CLOSE on Carolyn's eyes, reflected in the REAR VIEW MIRROR. She turns her head to look out the window:

Her POV: The RED DOOR of the Burnham house stands out, even in the pouring rain.

Angela, once again fully clothed, sits at the kitchen counter. She's eating a turkey sandwich.

ANGELA

Wow. I was starving.

Lester puts a jar of mayonnaise back in the refrigerator.

He turns to her and cocks an eyebrow.

A long beat, as Lester studies her, then:

Angela shifts uncomfortably.

Angela rolls her eyes at how silly this notion is.

An awkward beat.

They just sit there, smiling at each other, then:

She crosses off. Lester watches her go, then stands there wondering why he should suddenly feel so content.

Something at the edge of the counter catches his eye, and he reaches for...

CLOSE on a framed PHOTOGRAPH as he picks it up: It's the photo we saw earlier of him, Carolyn and Jane, taken several years ago at an amusement park. It's startling how happy they look.

Lester crosses to the kitchen table, where he sits and studies the photo. He suddenly seems older, more mature... and then he smiles: the deep, satisfied smile of a man who just now understands the punch line of a joke he heard long ago...

After a beat, the barrel of a GUN rises up behind his head, aimed at the base of his skull.

ANGLE ON an arrangement of fresh cut ROSES in a vase on the opposite counter, deep crimson against the WHITE TILE WALL. Then a GUNSHOT suddenly rings out, ECHOING unnaturally. Instantly, the tile is sprayed with BLOOD, the same deep crimson as the roses.

Ricky comes down the stairs, followed by Jane.

Ricky opens the door from the dining room, then stops. Jane appears behind him.

Their POV: A pool of blood is forming on the kitchen table.

Ricky comes into the kitchen and slowly approaches Lester's lifeless body, wide eyed but not afraid. Jane follows him, in shock. Ricky kneels, gazing at Lester's unseen face... then he smiles, ever so slightly.

His POV: Lester looks back at us; his eyes are lifeless, but he's smiling the same slight smile.

We're FLYING across a white blanket of clouds.

In BLACK & WHITE: Eleven year old Lester looks up, pointing excitedly at:

His POV: A DOT OF LIGHT falls across an unbelievably starry sky.

Ricky and Jane lie curled up on Jane's bed, fully clothed. We HEAR a GUNSHOT from downstairs. They look at each other, alarmed.

In BLACK & WHITE: Maple trees in autumn. Ghostly LEAVES FLUTTER slowly toward pavement.

Angela stands in front of the mirror, fixing her make up. We HEAR the GUNSHOT again. Angela turns, frightened.

In BLACK & WHITE: CLOSE on an ancient woman's papery HANDS as they button a cardigan sweater.

Carolyn walks slowly toward the RED DOOR, drenched to the bone, clutching her PURSE tightly. We HEAR the GUNSHOT again.

In BLACK & WHITE: A 1970 PONTIAC FIREBIRD in the driveway of a suburban home. The SUN'S REFLECTION in the windshield FLASHES BRILLIANTLY.

The Colonel enters, wet. He's wearing LATEX GLOVES. BLOOD covers the front of his T shirt. He paces in front of one of his GUN CASES; the GLASS DOOR is open, and a gun is conspicuously missing from inside.

In BLACK & WHITE: Jane opens her bedroom door, staring at us.

In BLACK & WHITE: A door opens to reveal 4 YEAR OLD JANE, dressed for Halloween in a Princess costume, holding a lit SPARKLER aloft and smiling shyly at us.

Carolyn enters, terrified, still clutching her PURSE. She shuts the door and locks it, then takes the GLOCK 19 out of her purse. She opens the closet door and shoves the gun into a HAMPER. Then, suddenly aware of Lester's scent, she grabs as many of his clothes as she can and pulls them to her, burying her face in them. She sinks to her knees, pulling several items of clothing down with her, and she begins to cry.

IN BLACK & WHITE:

A younger Carolyn sits across from us in one of those SPINNING TEACUP RIDES, LAUGHING uncontrollably as she twists the wheel in front of her, making us SPIN even faster.

On VIDEO:We're watching the video Ricky showed Jane earlier, of the empty white PLASTIC BAG being blown about. The wind carries it in a circle around us, sometimes whipping it about violently, or, without warning, sending it soaring skyward, then letting it float gracefully down to the ground...

We're FLYING once again over Robin Hood Trail, ASCENDING SLOWLY.