"LITTLE MISS SUNSHINE" (2006)

Little Miss Sunshine

by

Michael Arndt

10/9/03

ECU - VIDEO PIXELS

Five young women stand side by side,waiting to be judged -- * breathless, hopeful. A name is announced. Four hearts break. *

The camera ZOOMS across the smiles of the losers to finda winner.* She bursts into tears,hugs the nearest runner up. *

Begin CREDITS.

MUSIC -- quiet and melancholy -- plays over all the opening scenes/ leading to the Title card.

The Contest Winner cries and hugs the Runners-up asshe has the tiara pinned on her head. Then -- carrying her bouquet --she strolls down the runway,waving and blowing kisses.

A six-year-old girl sits watching theshow intently.

This is OLIVE. She is big for her age and slightly plump.

She has frizzy hair and wears black-rimmed glasses.She studies the show very earnestly.

Then, using aremote, she FREEZES the image.

Absently/ she holds up one hand and mimics the waving style of Miss America. She REWINDS the tape and starts all over .

breaks down in tears --overwhelmed and triumphant.

He wears pleated khaki shorts, a golf shirt,sneakers. He moves with the stocky, stiff-leggedgait of a former athlete. His peppy, upbeat demeanor just barely masksa seething sense * of insecurity and frustration. MUSICcontinues underneath. *

Richard turns with a remote and clicks through aPower Point presentation, projected on the wall behind him.

The slidesnum~c Darwin's "Evolution ofMan" chart, except that theyshow a lumpy, hunched-over, sad-sack "Loser"evolve into a smiling,triumphant, arms-over-his-head \\Winner".

RICHARD {cont'd) Winners see their dreamscome true. Winners see what they want,they go out and they get it. They don't hesitate. They don't make excuses. And they don't give up. Losers don't get what they want. They hesitate. They make excuses. And they give up. On themselves and their dreams.

Richard putsdown his remote for the big finale. In the dim half-light, it'sa hushed, dramatic moment.

RICHARD {cont' d) Inside each of you -- at the very core of your being-- is a Winner waiting to be awakened ... and unleashed upon the world. With my nine step"Unleash the Winner Inside" program,you now have the tools,the know-how, the insights you need to put your losing habits behind you and make yourdreams come true. No hesitating! No excuses! I want you to go out into the world... and beWinners~

Big smile.

REVERSEANGLE -~ There are twenty STUDENTSin a classroom that could seattwo hundred. TheyCLAP half-heartedly.

Then there's an awkward moment when everyone gathers their stuff. No one says anything. ChairsSCRAPE the floor.

A woman, SHERYL, 40s, is smoking and talking ona cell phone as she weaves through a strip-malllandscape. She wears * office attire and a name tag that reads,\'Sheryl". *

She takes a drag, listens with increasing irritation,then exhales. A beat.

Shebeeps off her phone.

Sherylstrides anxiously down a hospital corridor,fingering a,small cross on her necklace, going from oneroom to another, checking room numbers. She finds the room she's looking for.

As she tries to enter, a DOCTORemerges. They nearly collide.

Sheryl exhales, hugely relieved.

In a wheelchair, parked againsta wall, is Sheryl's brother, F~, also middle-aged. His wrists are wrapped in bandages.

With empty eyes, he listens tothe muted VOICE of the Doctor coming from the hallway.

Sheryl listens to the Doctor.

She shakes her head and sighs.

Sheryl and the Doctor enter. Frank barely reacts.

Fighting tears, she goes and hugshim.

SHERYL

I m so glad you're still here.

FRANK * Well. That's one of us. *

Two hands spilla brown powder onto a small mirror.

A razor blade cuts the powder into lines.

A rolled-updollar bill lowers. The lines are snorted.

The snorter lifts his head up. He is a short, chunky, balding old man --a Roz Chast kind of grandfather.

This is GRANDPA,80 years old.

He sits down on the toilet seat,rubs his nose, takesa breath and relaxes as the drugs flood his system. *

DWAYNE isa handsome, skinny fifteen year old with amohawk. He lies on his back in his bedroom,bench-pressing a barbell.

The bedroom is dominated by ahuge portrait of Friedrich Nietzsche,painted on a bed sheet, hanging on one wall.

JUMP CUTS:

Dwayne does vertical sit-upson a wall-mounted brace.

Dwayne does vertical push-ups leaning against the wall.

Dwayne breathes heavily, having finished his work-out.

He walks to a home-made calender on the wallmade from a long roll of computer paper. It is marked,"Enlistment."

On the grid of maybe athousand squares. About half the have been in with magic

Dwayne uncapsa magic marker and fills in one more square. *

Sheryldrives Frank home from the hospital. They say * nothing. Sheryl sneaks glances at Frank. Hesitantly:

Frank stares at the road in front ofthem. Finally:

She nods. They keep driving.

FADETO BLACK

TITLE: "LITTLE MISSSUNSHINE"

MUSIC ENDS.

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

In the background, through adoorway, the front door opens. Sheryl and Frank enter carrying several bags and suitcases.

She leads Frank down a hallway. He follows passively.

She knocks and pushes open the door to Dwayne'sroom. Dwayne is on the b~d, readingTHUS SPOKE ZARATHUSTRA. He sits up.

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

Frank makes a half-gesture towards the rest of the house.

Dwayne gets up and exits theroom, pushing pastthem and avoiding eye contact. Sheryl enters the bedroom.

Sheryl goes and brushes offa cot. Frank remains outside.

Very unhappily, Frank enters theroom and just stands there.

She gives him a kiss on the cheek,then departs.

Frank sits on the cot in his nephew's bedroom. On it isa Muppet sleeping bag with the Cookie Monster eating acookie.

Frank glances at the sleepingbag, then averts his eyes.

This is pretty much the worst moment of his life.

Dwayne is at the dinner table,reading. Sheryl walks by.

Dwayne silently gets up and departs~and the chaotic ballet of dinner preparations in the Harvey household begins. Sheryl opens the door to the downstairs recroom and shouts.

OLIVE {0.S.) Okay!

Sheryl enters,opens the refridgerator, and begins pulling out stuff to makea salad.

Abruptly, from the kitchen side door,Richard enters.

He walks over and hits the answering machine.

It rewinds. Dwayne enters holding a bucket ofKFC.

Dwayne nods and departs. Sheryl exits in the other direction. The phone message begins.

He stalks off. TheMESSAGE plays to the empty kitchen.

Sherylre-enters. She tries to listen to Jeff's message.

BEEEEP. The machine cuts him off. Sheryl, not understanding, shakes her head and returns to making her salad. Richard re- enters/ picks up the phone and dials. Over the following,Dwayne comes in and out, pickingup stuff to set the table.

He up.

Bitch.

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

Dwayne nods and headsoff. Sherylwalks back to the door to the downstairs recroom and opens it again.

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

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

Dwayne rolls his eyes and half-shrugs.

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

..LV.

Dwayne nods, turns and leaves. Frank considers this.

Dwayne sits in his chair,folds his arms, and-- scowling --waits for everyone else to arrive. Frank tentatively follows.Sheryl comes out and puts her salad on the table.

Shewalks off, pausing to open the recroom door again.

Sheryl disappears, leaving Dwayne and Frank alone. Frank sits. Dwayne scowls at the table in front of him.

Frank looks at his place setting-- a paper plate and a Big Gulp cup with the Incredible Hulk on it. He picks up the cup and examines it dispassionately. He puts it down.

DWayne doesn'tmove. Frank glances at Dwayne,not knowing what to do. He seems to have met someone who is at least as unhappy as he is.

This intrigueshim. He ventures:

Dwayne looks atFrank, then shakes his head.

Dwayne gives Frank a look.

Dwayne shakes his head.

Dwayne reaches in his back pocket and pulls outa palm-sized pad of paper. He flips it open and scribblesa note.

He shows itto Frank. It reads:

"I hate everyone.n

Dwayne scribbles again. He shows it to Frank. It now reads:

11Ihate everyone!!!"

He's underlined"everyonen three times. Frank looks at him.

Dwayne considers this. He scribbles anew note. It reads:

UJ:.Jotyet."

They go back to sitting in silence. Richard comes out.

They shake. Richard sits down. Silence. Richard stands up.

He walks to the downstairs doorway and shouts.

RICHARD {centId} Dad! Olive! Come on!

Sheryl enters with a big bottle of Diet Sprite.

She pours him acup, sits down, and starts opening containers of cole slaw and mashed potatoes.

Richard returns to the table, sits,and grabsa piece of chicken from the bucket. Dwayne follows suit,as does Frank.

The meal begins. Three seconds of silence.

Dwayne nods .

Dwayne stares at Frank. He's not kidding. Olive enters the dining room, with Grandpa following.

Sheryl nods. Olive, unprompted,walks over and gives him a kiss on cheek. She sees the bandageson Frank's

Olive sits. Grandpa walks to the table.

Sheryl ignores him. Richard tries to cut him off.

..1..'-;t;.

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

Dwayne shrugs. He doesn't care to comment.

Frank looks atDwayne. Dwayne rolls his eyes. Olive addresses Frank.

She shakes her head: "Don't go there."

A beat. Olive has stopped eating.

Frank stares at Richard. He turns back to Olive.

Frank glances at Richard-- deadpan victorious -- and continues.

This is new to Olive. She thinks it over.

ltL

A beat. Frank looks like he could leap across the table and strangle Richard. Sheryl intervenes.

SHERYL

So that S thestory, okay? Let's move on. Olive,how's your new routine coming?

Over the above,Frank turns and asks, regarding Richard:

Dwayne writes a note, shows it to Frank. It reads:

"I can't .."

Frank nods. Richard addresses Olive.

Frank looks skeptically at Sheryl.

SHERYL * Don't look at me! This is Jeff and * the new step-Mom. It's big down *

l~.

FRANK * (to Olive} So what do you think your chances are?

Olive takes the question likea pro.

She smi Dwayne shakes his·headand keeps eating.

Sheruns off. Sheryl follows Olive into the kitchen.

Sheryl and Olive approach the answering machine. The "message"light is blinking. Sherylhits it.

Richard, Frank, and Dwayne try to listen,eating silently.

Olive and Sheryl listen.

BEEEP. Over the above, Olive reacts with involuntary spasms of shock,disbelief, and then pure, unadulterated euphoria.

She waits -- trembling -- to hear the whole message. When it ends, she puts her hands to her temples:

She goes running out into the dining room.

Sheryl closes her eyes.

Sheryl picks up the cordless phone, dials.

Sheryl re-enters with the phone. Olive is rejoicing.

She rushes off to the downstairsdoorway and disappears.

GRANDPA * What happened? *

SHERYL * Apparently,the girl who won * Regionalswas disgualified. So * Olivehas her place in the Finals. *

RICHARD * When are they? *

SHERYL * I'm calling Jeff right ...Jeff! * Yeah,we just got it ... Yeah, she basically went crazy. No, I didn't get that,the machine cut you off.

Shegrabs Dwayne's pen and pad. She scribbles.

She hangs up.

They all look at each other.

We TRACK withOlive as she runs down a half-flight of stairs and races around,picking up clothes and shoes that are * scattered about.

Sheryl enters carrying the bucket of chicken,the half-filled containers of potato salad and slaw,and used paper plates.

Richard followsSheryl. Grandpa follows Richard.

Sheryl throws the plates in the garbage. Throughout the following,she wraps the leftover chicken inSaran wrap and puts the chicken and other leftovers in the fridge.

Sherylexhales, grits her teeth, shakes her head.

SHERYL

Okay,we ll drive down.

Having put away the leftovers,Sheryl opens the freezer and pulls out aJumbo Pak of popsicles.

SHERYL {cont 'd) We'll flydown.

She slams the freezer door and heads for the diningroom.

Sheryl enters. Richard and Grandpa follow. Frank and Dwayne are finishing Sheryl tosses on the

She sits,rips open a popsicle and takesa bite. Silence.

Dwayne and Frank glance ateach other,then tentatively take popsicles for themselves. Richard takesa deep breath.

Everyone ignores Grandpa. Sherylconsiders Richard's idea.

Dwayne and Frank look at each other.

A pause. All eyes turn to Frank and Dwayne. Dwayne begins vigorously shaking his head"No".

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

Sheryl pleads with Dwayne.

Everyone stares at him. Dwayne takes his pad outand writes. Frank reads over his shoulder as itcomes out.

Dwayne stops writing, folds hisar.ms. In the background, we HEAR Olive packing. Sheryl turns toDwayne.

Dwayne looks at her. FOOTSTEPSstart coming up the stairs. Finally, he offers his hand. Sheryl shakes. Everyone is relieved. Dwayne scribbles another note. Frank reads it.

He puts his hand on Dwayne's shoulder.

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

Olive re~enters,lugging her suitcase -- she is breathless, flushed with excitement.

Olive walks over and sits next to Richard.

contest if you don t think you're gonna win. Now, do you think you can win Little Miss Sunshine?

Sheryl starts to object,but Richard his hand, cutting off. Olive doesn't seem so sure.

Olive thinks itover. Then, with white-hot determination:

Richard smilesand slaps the table.

Richard is driving. Sheryl rides shotgun. Frank and Olive sit in the second row. Dwayne and Grandpa sit in back.

Dwayne is wearing aT-shirt that says,"Jesus Was Wrong".

Olive wears a large set of headphones that completely cover her ears. She does little half-dancing moves to the music.

No one says anything. They've been drivinga while.

Grandpa's ar.mshang limply by his side.

Oliveis oblivious.

L.I• GRANDPA (cont' d) I'll do it anyway. I don't want you making the same mistakesI did when I was young.

Dwayne shakes his head. Frank,amused, can't help but turn around to watch this conversation take place.

Frank looks atSheryl -- You/re letting this happen? Sheryl waves her hands~exasperated.

SHERYL * We've tried,believe me! He's * worse thana two year old. The * intervention wasa fiasco. *

Olivesees Frank grinning at Grandpa. She takes off her headphonesand·turns around.

A beat. She puts her headphones back on.

Everyone sits in a round booth,looking at menus.

Olive nods. A WAITRESS arrives.

She shrugs. Dwayne holds up his note pad.

Frank rolls his eyes. Olive sees something.

OLI\lE Oh, oh! Iwant waffles. And ... what does "A mod-ee 1'mean?

She departs.

Frank wavesSheryl off: don't bother. Richard turns to Olive.

Sheryl puts her head in her hands.

Olive is confused.

Richard rolls his eyes.

Just then, the waitress arrives with a tray.

She departs. Olivestares at the ice-cream. Finally:

Sheryl just closes her eyes. Grandpa jumps in.

Dwayne andFrank quickly snap to.

Olive shakes her head. Frank and Dwayne dig in. Even Sheryl gets in on the act. Richard is not amused.

Olive picks up her spoon, fightsthem off. She takes a bite.

She glares at him~ ferocious. Richard shuts up.

Richard -- anxious listens toa greeting on his cell phone. A small BEEP.

He clicks off asSheryl, Olive and the others exit the diner. They trudge across the parking lot to theVW van.

Sheryl is trying to back up the bus. She'sgrinding gears.

Richard tries. He keeps grinding gears as well. It's a horrible sound.

Richard andSheryl talk to a MECHANIC.

Behind them,Olive and Grandpa are playing thatgame where you try to slap the other person's wrists.When Grandpa gets hit, he reacts with cries of pain --much toOlive's delight.

In the background,across the lot,Dwayne and Frank sit on a cinderblock wall,waiting for the situation to resolve itself.

MEC:HANIC Well, it's the weekend,so ... Maybe Thursday?

Richard andSheryl react.

Frank and Dwayne sit silently. Dwayne watches bitterly this is just one more fiascohe's been dragged into.

Frank looks on wistfully asSheryl --thirty yards away glances worriedly between Richard and the Mechanic.Frank notices Dwayne's stare. He speaks withoutlooking at Dwayne.

FRANK {cont 'd) Your Mom was the cool one. She turned me on to Proust. She could've done anything.

Dwayne looks at Frank --he can't quite believe this. He takes out his pad, half-smirking,and writes:

"What happened?"

Frank looks at the pad,then at Dwayne.

He pats Dwayne on the leg,gets up, and walks back towards Richard and Sheryl. Dwayne is left alone, taking this in.

Frank wanders in as Richard presses the Mechanic.Grandpa and Olive stop their game and join the conversation.

Silence. The Mechanic feels bad forthem. Dwayne re-enters.

Richard doesn't understand what he's getting at.

..:)I•

The Mechanic considers this. He squints his eyes and runs his tongue back and forth across his teeth.

They all stare at him.

Richard's at the wheel of the bus.Everyone else, including the Mechanic, is behind the bus. The sliding door is open.

Richard starts up the bus. Frank turns to the others.

They all push. The van starts rolling,slow at first, then faster and faster. Finally, they're all running behind it.

Olive,Grandpa, and Sheryl jump in the side door. The Mechanic fades. Frank and Dwayne keep pushing faster.

He guns the engine and shifts from neutral to third. The bus isREVVING low but is powering itself nonetheless.

RICHARD

I can t! I can't slow down!

Dwayne runs up to the door. He sees Frank is fading.

He runs back to Frank, gets behind him,and pushes him up alongside the bus. Frank divesin. Dwayne dives after him.

Everyone cheers. Frank is panting. Dwayne shuts the door.

Frank salutes him. Dwayne smiles,embarrassed.

The VW down an on-ramponto Interstate.

TheVW cruises down I-95. Signs pass. Scenerygoes by.

Inside the bus,everyone just stares out the windows.

Later,Grandpa is doing magic tricks forOlive. He produces a quarterfrom behind her ear and gives it to her.

Later, everyone is playing rock, paper,scissors.

Still later, everyone is back to doing nothing.

Richard is pitching his business to Frank,who is bored, but not as bored as he would be doing nothing. He is slouched down, barely moving. Richard,however, is in full sell mode.

Even Sheryl has to laugh a little at this. Pretty soon, everyone in the back is giggling. Even Dwayne smiles.

Richard maintainsa steely composure. Then Richard's cell phone goes off: BEEEEP-BEEEEP. He checks the number.

Richard is in aphone booth at a gas station Imini-mart. Everyone hangs out by the bus -- parked ona slight incline except Dwayne,who is doing push-ups on the grass nearby.

Richard waits tensely. Then -- abruptly -- he is ''up".

He listens. Gradually, his face falls.

BY THE VW -- Sheryl,Olive, Grandpa, and Frank watch Richard on the phone. Dwayne wanders back to the van.

They both wander off. Frank turns to Dwayne and Grandpa.

Dwayne shakes his head,but Grandpa pulls out his wallet.

Frank stares at Grandpa. Then, twenty and and Richard.

Frank stands at the counter,pointing out behind-the-counter magazines toa middle-aged Indian-AmericanPROPRIETOR.

By the frontwindow, a good-lookingYOUNG MAN is perusing the newsstand,cradling a grocery bag. He stops and stares.

Frank turns. They are startled to see each other.

Frank puts his arms behind his back,hiding his bandages.

He nods to his grocery bag,filled with bottles of Merlot.

4 ..:L

The Proprietor puts three porn magazines and a grapeSlushee on the counter and rings them up for Frank.

The Young Man glances at the magazines,then at Frank. Frank keeps his hands behind his back. An excruciating pause.

The Young Man turns and exits. Frank hands over a$20 bill.

He watches theYoung Man walk off while the Proprietor puts the magazines in abrown wrapper and hands Frank his change.

Frank takesa few steps and peers out the window.

HIS POV --The Young Man gets into a Jaguar convertible driven by a distinguished-lookingBEARDEDMAN.

TheYoung Man says something and points back at the store. The Bearded Man turns and cranes his neck.

Frank, in the store, ducks out view. The Young Man and the Bearded Man exchange afew words, then shrug laugh.

Then they drive off. Frank watches, heartbroken. Behind him, the Proprietor picks up theSlushee and waves it.

Richard is grasping at straws.

Grandpa, standing by the bus,reads Richard's body language. Richard, in the booth, talks with increasing desperation.

He and Dwayne share a look. Grandpa turns away, troubled.

Frank walks stiffly back to the bus with hisSlushee and the wrapper. Without looking,he hands the wrapper to Grandpa.

Sheryl walks back to the vw as Richard hangsup the phone.

Richard stays in the booth fora second. Then he exits the booth and walks back to the vw,passing Sheryl.

He walks to the driver's seat.

Pause.

He starts the car. She stares at him. He won't look at her.

Finally,he turns and yells:

Furious, she goes and gets in the bus,slamming the door.

Everyone else in. Richard releases the brake and they drift down the hill.

As the van rolls away, Richard shifts andGUNS the engine.

Silence. Everyone avoids everyone else's eyes. Finally, Frank glances around.

Olive stands next to the phone booth.

In the distance, theVW bus appears.

It drives up and swings around the road.

Dwayne slides open the door. They barely slow down.

Olive dives in. The van coasts downhill.

Then Richard gear GUNS

Richard drives. Everyone is tense exceptOlive, who listens to her headphones. Finally/ Grandpa gets up and walks up to the front of the bus. He speaks quietly to Richard.

He tries to be cool and dismissive,but Grandpa just stands there. Finally, Richard turns and makes eye contact.

Awkwardly, he offers·his hand to Grandpa. They shake.

Thanks, Dad.

Everyone sits at a table eating. No one says anything.

With keys in their hands,they walk along the motor court, looking for their rooms.

Dwayne nods. Sheryl kisses Dwayne andOlive.

Everyone waves goodnight to each other.

Sheryl and Richard enter. Sherylcloses the door.

Dwayne lieson his bed staring at the ceiling. Through the walls we canHEAR Sheryl and Richard arguing very loudly.

4t$.

RICHARD {0.S.) We just keep going...

Et cetera. Frank wanders out of the bathroom,squirting Rogaine on his head and rubbing his scalp. He watches Dwayne.

He turns on theTV. Dwayne sits up and turns theTV off. He lies down, stares at the ceiling again.Frank looks at him.

He turns and goes back to the bathroom.

Frartkenters, turns on the faucet,prepares to brush his teeth. He sees himself in the mirror and stops. A beat.

He opens up his wallet, pulls out the photo he looked at earlier, stares at it. Again,we can't see the photo.

He looks at himself in the mirror again.

The fight continues. Dwayne listens, scowling.

A stunned silence. Dwayne, hearing this, just barely smiles.

Grandpa tucksOlive -- in pajamas -- into bed. It's quiet-- we can't hear Sheryland Richard fighting.

Shehesitates.

She smiles. He/s about to leave her when ...

He turns back. Shehesitates again. Something's really

She's on the verge of tears. He takes her hand.

...JVe

He tickles her. Shesqueals. He stops, brushes her hair.

He gives hera kiss, turns off the lamp.

Frank re-entersfrom the bathroom wearing monogrammed silk pajamas,a sleeping mask on his head. Dwayne is in bed readingTHUS SPOKE ZARATtruSTRA. Frank climbs into bed.

Dwayne sits up,looks at Frank, concerned.

Dwayne shows his pad of paper to Frank. It reads:

"Please don't kill yourself tonight"

Frank shakes his head.

Dwayne nods, relieved. Frank pulls his sleeping mask over his eyes, lies back. Dwayne leans over, turns out the light.

Grandpa enters and locks door.

He opens his shaving kit and takes out asmall mirror anda tiny ziploc baggie filled with lightbrown powder.

Richard and Sheryl siton opposite sides of the bedrnot facing each other. It's quiet. They've hit rock bottom.

Richard closes his eyes. This killshim.

Abruptly,Richard stands, gathers his keys,wallet, etc.

He grabs his coat and exits,very determined. Sheryl, left behind, _flopsback on the bed.

Richard strides to theVW bus, parked parallel on the street.

A small crowd ofTEENAGERS is hanging out, smoking and ·drinking. Three Teen Boys are puttering around on mopeds.

Richard -- on a mission-- climbs in the VW's driver's seat and starts it up. He shifts into third andREVS the engine.

The \rr#doesn:t move.He REVS it very high and loud,jostling in his seat to try to get the bus going. It stays still.

Richard takes his foot of the gasfslumps back.

The Teens stop chatting and stare at him.Richard,at the end of hisrope, turns and looks at the Teens and their mopeds.

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

The Teenslook at each other.

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

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

Into the frame and down the entranceramp rides Richard, balanced precariously ona borrowed moped, pushing 35mph.

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

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

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

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

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

FADE IN theWHINE of a moped.

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

Richard comes ina side exit and stridesdown a long, carpeted hallway. Empty rooms the hall.

Outside each conferenceroom is an easel with a foam board mock-up of a self-help book cover. Richard walks past face after face of aspiringself-help gurus.

Richard -- windblown, still in shorts and sneakers--strides into a well-appointed lobby. A female CONCIERGE ison late- night duty. He walks to a courtesy phone, picks itup.

Through the receiver,we hear RINGING. Then VOICE-MAIL.

BEEP.

He hangsup and looks around/ exasperated. He takes out his cell phone and dials. He puts the phone to his ear.

As the phoneRINGS in his ear, we hear the synchronized BLEATING ofa cell phone from the hotel bar nearby.

It takes Richard asecond to make the connection. He turns.

In the bar/lounge,a boistrous group ofCORPORATE TYPES prosperously attired men,meticulously groomed women-- are seated around a booth,drinking and laughing together.

Holding court is Stan Grossman,a swarthy mid-30s go-getter wearing khakis, loafers, and a cashmereV-neck.

Richard watches as Stan pulls out his cell phone,checks the caller ID, shakes his head, puts the phoneaway.

Richard -- phone in his ear --walks over and stands behind Stan Grossman, staring down at him. The Corporate Types stop laughing. Stan turns, looksup at Richard. Richard smiles.

Hi~ Stan!

Richard andStan argue next to a dumpster in the parking lot behind the hotel. Richard's borrowed moped is parked nearby.

RICHARD * But it'sa great program! You said * yourself! I don't understand...! *

Richard exhales,shakes his head, gathers himself.

Richard stares at Stan, absorbing this. Then he speaks with a strained nonchalance, nodding and smiling.

Richard turns and walks off. Stan can't believe it. He watches Richard, shakes his head and re-enters the hotel.

Richard strides to the moped,looks both ways, climbson and pedals furiously. The moped sputters to life.

Richard, grim,rides his borrowed moped along the breakdown lane as cars and trucksROAR past him.

This is -- handsdown -- the worst moment of his life.

Then there'sa FLASH of lightning and a CLAPof thunder. It starts to rain. Richard keeps riding.

A darkened motelroom. We hear the WHINE of the moped as it pulls into the parking lot andup to the door.

The door opens and Richard --dazed, soaking wet-- steps in.

He closes the door behind him;walks over, lieson the bed fully clothed-- and stares up at the ceiling.

Sheryl, sleeping,wakes up and sees Richard.

He nods. Sheryl rubs his arm, rollsover, goes back to sleep. Richard stares up at the ceiling.

Richard opens his eyes. Olive is standing next to the bed. The blue light of dawn is coming through the windows.

Richard takes this in.

We are behind the lights of an ambulance as it speedsdowna commercial strip. The LIGHTS FLASHand SIREN BLARES.

Everyone sits silently in a waiting room,waiting for news.

Olive,bored, goes through a rack of medical flyers. She takesone and approaches Dwayne.

She takes a breath. She turns to the kids.

Shelooks at Richard, the kids. Her voice becomes shaky.

She turns away, starts to cry. Frank puts his hand on her shoulder. Sheryl grasps it. Olive and Dwayne watch Sheryl.

Dwayne writes a note, shows it toOlive. It reads:

"Go hug Mom!"

Olive goes and hugs Sheryl. Sheryl, crying, picks upOlive and holds her in her lap,hugging her. Dwayne gets up,goes across the waiting room and stares out the window.

OUT THE WINDOW

A second floor view. It'sa banal suburban landscape. Cars go busily back and forthon a distant road.

Dwayne just stares out the window with a blank face.Behind him, a DOCTOR enters the waiting area.

Everyone is gathered in a smaller room. The Doctor closes the door behind him. He turns to face them.

The Doctor opens the door and callsdown the hall.

He gestures, then departs. Silence.

Olivenods, says nothing.

A hospital administrator,LINDA, comes in with asheaf of papers. She is overburdened and all business.

Linda hands Richard her sheaf of paperwork.

Richard and Sheryl glance at each other.

County Registrar ...

_RICHARD

Okay, fine, but here's the thing -- we're trying to get toBoca Raton by three 01 Clockthis afternoon ...

RICHARD LINDA *

I'm not gonna abandon the ... Otherwise the hospital * body. I just want togo and becomes responsible ...Sir, * come back. We just need to there's a way these things * get toBoca and then we'll need to be done. Sir? * come back! We'll come back! Sir... ? Sir!!! *

~INDA (cont' d) Sir, smay surprise you, but you'·renot the only onewh0 1Shad someone die here today, all right?! Now we have a wa~ of * doing things around here,and I'm gonna ask you to respect our rulesand procedures!

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

She leads them out.

Linda stops in front of an intensive careroom.

She departs.

They enter. It's quiet. There'sa body under a sheet.

Richard walks over and peers under it,then puts itdown.

He turns away and faces the wall. He starts hyperventilating -- choking down the emotion. He doesn't want to lose control, and he's not comfortable showing his feelings.

He shakes his head and takesa few sharp breaths, getting himself under control -- still facing the wall.

Sheryl hugsOlive, stroking her hair. Olive is dry-eyed this is all new to her. Sheryl bends down and whispers:

Olivenods. No one says anything. Finally, Richard turns around. He is very determined.

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

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

He goes to the window,opens it up.

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

Richard ducks back in. He tosses his car keys to Dwayne.

\

Olive. Frank'll drive!

b~. RICHARD (cont'd) If there's one thing Grandpa would've wanted, it's to haveOlive perform at the Little MissSunshine pageant. Ibelieve we'd be doing a grave disservice to hismemory if we gave up now. There's two kinds of people in the world:winners and losers. And what's the difference? Winners don't give up. So what are we here? Are we winners? Or losers?

Richard peeks out the window.

Frank,Dwayne, Sheryl and Olive stand under the window, trying to look inconspicuous. Frank gestures -- Wait.

Across the lot,two NURSES stroll toward the hospital.

The Nurses pass out of sight.

FRANK {cont'd) Okay -- go, go, go!

Richard disappears fora second,then reappears with a big bundle wrapped ina sheet. He hoists it into the window.

He edges the bundle off the window ledge. Frank and Dwayne gently lower the bundle to the ground. They glance around.

Frank, Dwayne, Sheryl and Olivelift the bundle together and scuttle across the parking lot to .theVW bus fifty feetaway.

An ELDERLY COUPLE walking fifty yardsaway observes them.

FRANK {cont' d) Be cool. Be cool. Almost there.

They arrive at the bus.

Dwayne whipsopen the vw~s back door (a hatchback that hides your luggage)and they hoist the bundle in. Frank slams the door closed. Richard comes sprinting into the parking lot.

Richard starts up the bus,gets out and helpsthem push.

They get the bus rolling. The lot is ata slight incline~ which helps. Finally, Richard jumps behind the wheel.

Sheryl and Olive jump in the side door.

Frank and Dwayne run behind the bus,pushing like crazy.

Richard REVS the engine and puts it in third. The bus begins picking up speed. Dwayne and Frank sprint along side.

This time, IYwayneis prepared to push Frank up along-side the bus. Frank lunges in. Dwaynejumps in after him.

Dwayne slides the door shut. They're giddy and breathless from the escape. They quickly sober up.

They do the math.

Oliveis thinking.

Olivenods. That's not really what shewas asking about. Sherylsees this.

Olive nods. She turns and looks out the window.

OUT THE WINDOW

Interstate. It seems a long wayfrom God.

CLOSE ON OLIVE

Thinking.

FADETO BLACK

Begin MUSIC the same quiet tune that began the film.

The VW cruises past fields,billboards~ farms, rest stops.

The dialogue below plays over the following shots.

The family drives in silence,each looking out the window.

Richard drives ·--stoic,determined.

Sheryl is pensive. Shesneaks glances at Richard.

Frank, subdued,watches Sheryl. He rubs Oliveon the head.

Olive,headphones around her neck, stares out the window.

Dwayne lies acrossthe back seat, staring up.

DWAYNE'SPOV - Passing power lines undulate against the sky.

From the back,we see the highway passing as each person is lost in a reverie.

Sheryl,in the front, looks at Richard, reaches over and rubs Richard's neck. Richard glances at her,keeps driving.

oo.

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

Frank checks his watch.

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

A car cuts in front of him. He brakes.

He HONKS the horn loudly at theguy.

The horn keepsHONKING intermittently.

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

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

SHERYL {cont'd) Maybe if you pull itfrom...

She tries to lift up another part.HOOOOONK. She stops.

Silence. HONK! Silence. HONK! HONK! Silence. Dwayne puts his head in his hands. He can't stand it.

Dwayne pulls out his pad and writes. He shows it:

"623"

Frank contemplates this.

, FRANK {cont'd) Maybe I can adopt you.

Dwayne stares out the window. HONK! Silence. HOOONK!

The van, its horn BLARING, cruises pasta State Trooper hiding behind an evergreen. The TROOPER hits the lights.

Richard sees the lights in the rear-view mirror.

He pulls onto the breakdown lane and stops. The HORN continues HONKING intermittently. The Trooper, a 50-ish good ol' boy, gets out and approaches.

Frank leans forward gleefully:

Richard ignores him.

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

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

The Trooper is incredulous.

6Y.

He shakes his head and walks back towards the trunk.

Richard shuts up. The Trooper pulls his gun and hesitantly approaches the trunk.

Everyone surreptitiously watches the Trooper.

Richard watches the Trooper walk around the back of the bus and reach for the trunk. He closes his eyes.

The Trooper opens the trunk.

Richard opens hiseyes, shakes his head -- this is the end.

Richard walks back. The Trooper bends down behind the bus.

Rounding the corner,Richard sees the Trooper picking up Grandpa's porn magazines, which have spilled onto the road.

The bundled sheet sits in plain sight. The Trooper, distracted, gathers the magazines and stands. He grins.

Everyone in the bus -- mindsblown -- waves back.

The Trooper tidies the magazines and,grinning,shuffles throughthem with a connoisseur's eye Swank, High Society, Black Tail. The next magazine: Honcho.

A beefy, moustached stud gazes smolderingly from the cover.

The Trooper stops grinning·. He looks at Richard. Richard shrugs and laughs nervously.

As the Trooper's cruiser pulls back onto the highway, Richard walks to the front,climbs in, slams the door.

They are cruls1ng. The horn HONKS in occasional spurts. Everyone ignores it. Olive plays with an eye chart she got at the hospital. She points at a diminishing set of"E"s.

Dwayne is in the back seat,holding a hand over one eye and pointing his finger up,down~ or sideways to correspond to the rotation of the"E". Dwayne makes itthrough the chart.

Dwayne and Olive continue with the charts,with Dwayne sitting further back. Sherylpoints to a passing sign.

Frank checks his watch.

Sheryl looks at Richard,who steps on the gas.

In the back,Olive pulls out a new flyer.

She holds up a chart with a green circle. Inside the circle, in a mosaic pattern, is a bright red letter"A,'. Dwayne makes a gesture, "There's nothing there."

uwayne shakes his head again. Olive glances at Frank.

Dwayne takes the chart and stares at it.

Dwayne his head turns away.

Dwayne looks at him. He pulls out his pad and writes:

"What?"

Frank doesn't say anything. Dwayne points violently at the pad. Frank looks at him. Quietly:

FRANK {cant' d) Dwayne. I think you're colorblind.

Dwayne doesn't understand. He points at the pad again.

Dwayne does nothing. Then he seems toimplode in on himself, curling up in a ball. Frank shouts towards the front.

F:R.AN".K Sheryl,will you make him pull over?!

He puts on the clicker.

The bus pulls into thebreak-down lane beside the highway.

The door slides open and Dwayne gets out onto the grassy slope by the side of the road. He walks off with his head in his hands. This is the first time we've heard his voice.

The others get out of the car and watch him.

Thirty yards away Dwayne falls to his knees,buries his hands and face in the grass, and SHRIEKSlike a wild animal.

There,s an out-of-control quality to his behavior that is scary and disturbing. Finally,Dwayne rolls to a sitting position, his hands covering his face.

He sits there crying. The others don,tknow what to do.

Richard glances at Sheryl. He points at his watch and shrugs.

In the background, theVW keeps HONKING like some demonic beast --mocking Dwayne's helplessness.

Finally, Sheryl approachesDwayne.

He says nothing. She sighs.

Dwayne stands up and screams at them.

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

Sheryl gets up and walks back to the others.

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

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

She puts her ar.m on his shoulder and watches him poke.The ants climb busily over the grass. They sit quietly.

Then Dwayne stands up.

He walks back to the others. His voice is automatic.

They all start pushing the bus.

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

Frank checks his watch.

The same. Frank checks his watch.

The same. Frank checks his watch again.

No one says anything. Then Richard points.

A beat. Olivepoints.

As they ride up the exitramp, the sign in front of the Holiday Inn reads,"Little Miss Sunshine."

Richard comes off theramp onto a four lane commercial road.

There,s amaze of service roads and parking lots between him and the Holiday Inn. Richard is baffled.

Richard takesa right into a service road.

They drive past the Holiday Inn --a few hundred yards away.

TheVW screeches around in a wide arc acrossfour lanes of (luckily empty) traffic. Richard guns the under-revving engine. They again drive past the distant Holiday Inn.

The VW squeals around a left turn onto another service road.

She points. Richard turns into an enormousempty parking lot. He drives towards the HolidayIr~ in the distance.

There's-stillno clear path on how to get there.

He turns the wheel and they begin tracingawide loop -- bombing around the parking lot at35mph ina holding pattern.

Richard says nothing. Finally:

He comes out ofa wide arc and heads straight for the median strips separating him from the Holiday Inn.

He guns it. As soon as he hits the first median,the HORN goes off and doesn't stop. They're in anew parking lot.

Richard goes SCREECHING past several parked cars. They're one median strip away from the Holiday Inn parking lot.

They hit the median hard. A big bump. They've made it into the Holiday Inn parking lot. The whole van sags to the rear.

Frank looks out the rear window.

A tire is wheeling off across the parking lot by itself.

They come gliding intoa parking space, HORN BLARING.

Frank yanks open the sliding door. It slides back, slams into the end of the track and derails. The whole door falls off the side of the van and into the parking lot.

Frank doesn't even look back. He sprints across the lot towards a distant banner marked"LittleMiss Sunshine."

All others-- Dwayne -- sprint him.

A big carpeted hotellobby.

The doors open and Frank comes in, breathless.He stops.

The place is crawling with tiny blond girls and their stressed mothers. The girls are dressed,coiffed and made-up to within an inch of their life.

Nearby, aCONTEST OFFICIAL is packingup her things behind a table with a"Registration" banner.

Frank sprints up to her. The others catchup and stand, looking on -- desperate,disshevelled,breathing hard.

She points to a clock on the wall. It's 3:04PM.

She tries to leave. Richard stops her.

Everyone was three. I'd be giving unfair

She tries to leave but they block her way. Richard gets on his knees.

They all turn. There's a SOUND GUY --a very portly young man with a high voice -- who's clearly just heard the story.

OfFICIAL Oh, Kirby, you don't have to!

She pushes past them. Frank leaps up.

He leads the others in applause. Everyone else in the lobby ignores them. Kirby smiles, flips on the computer. They crowd around.

He glances in the direction of theOfficial,who has departed, and shakes his head. Quietly:

She smiles. He starts tapping away at the computer.

Olive glancesaway and freezes. Across the room is Miss Florida, sitting behind a table,signing photos for kids.

Olive is in awe.

Olive shakes her head,intimidated --it's like meeting a god.

Richard nods -- I'll take care of it.

Sheryl drags Olive to the back of the line-- a half a dozen girls and their mothers. The GIRL in front ofthem turns and stares at Olive -- sizing up the competition. Olive smiles.

The Girl quickly turns back around,not anything.

Olive takes this in stride. Frank and Dwayne approach, carrying the family'sluggage and a SundayNY Times.

Frank and Dwayne walk off. Olive watchesthem go, then turns and looks at the other girls.

Again, they're all miniature Barbies with expensive clothes and hair. All of them are several inches shorter thanOlive, who is still dressed in her traveling clothes--denim cut- offs and black Converse high-tops.She stands out.

Two TWIN GIRLS are chasing each other around,giggling.

Olivewatches. Eventually, the Twins seeOlive watching them.

They whisper to each other and giggle.Olive gives them a friendly half-smile. Finally, the Twin Girls approachOlive.

They dissolve into gigglesand ru..Tl Olive is disturbed.

Sheryl is steamed but doesn'tknow what to do.

ACROSS THE ROOM

Kirby finishes upwith Richard having him sign a release.

A quiet,empty room.

Frank and Dwayne enter,dropping the luggageon the floor.

Dwayne immediately walks toa bed in the corner of theroom and lies facing the wall. Frank surveys theroom with a jaundiced eye. He walks over, peers out the window.

Frank turns,looks at Dwayne lying on the bed. He walks over, settles intoa chair, pulls out hisNY Times.

A beat. He opens up a SundayNew York Times.

He looks at Dwayne for a few beats,then shakes his head and opens up the Book Review section.

INTHE BOOK REVIEW

is a full-page ad for UnderstandingProust by Larry Sugarman.

A banner reads, "The Surprise Bestsellerfrom America's # 1 Proust Scholar!'' There' saphoto of Larry Sugarman, in a beard and glasses, looking very serious.

Frank stares at the ad.

Frank opens a sliding door and stepson to the tiny balcony.

He walks to the edge and looks over.

It's eight floors down to the parking lot.

Frank considers the drop.

Then he pulls out his wallet and takes out the photograph.

THE PHOTO shows Frank and theYoung Man from the convenience store at some chic party,wearing tuxes, smiling, and drinking Champagne.

Frank stares at the photo.

He looks up and surveys his surroundings-- a rather grim landscape of Burger Kings and Jiffy Lubes.

Quietly, he puts the photoaway and turns back to theroom.

Richard approaches theVW bus with two funeralhome WORKERS in jumpsuits who affecta bored, seen-it-alldemeanor.

WORKER ONE,40s, is an old pro. WORKERTWO, 20s, is a fresh- faced rookie.A FUNERAL HOME VAN is parked in the background.

Richard turns; pops the trunk,averts his eyes, and opens it.

The Workers look in the trunk. Then look at Richard.

Olive finally makes it to the front of the line.

OLIVE

I am! I'm ly good!

But Olive is not quite ready to move on.

Sheryland Olive head off.

Richard signs an invoice. Worker Two closes the rear doors of the van, climbs in the driver's seat and starts the engine.

Richard hands the clipboard to workerOne. He hands Richard a cardboard box containing a wallet,glasses, a keychain, etc.

WORKER ONE {cont'd) The personal effects ...

Worker One gets in the van and slams the door.

The van pul out, drives to the edge of the parking lot and puts on its turn signal. Richard watches. The van pulls into the street and drives off,disappearing into traffic.

Richard is left alone, holding the box of Grandpa's stuff.

Sheryl and Olive enter. Dwayne is stillon the bed facing the wall. Frank is slumped in a chair,staring at nothing.

Sheryl silently points at Dwayne. Frank shrugs. Sheryl goes and starts opening luggage. She pulls out a bathing suit.

Olive takes the swim-suit and goes into the bathroom.

Sheryl begins gathering upOlive's costumes.

Olive finishes putting on her swim-suit. There's a full- length mirror on the back of the bathroom door.

Olive turns around and reaches for the door knob. She stops.

She steps back and looks at herself in the mirror.

She turns sideways. She sucks her stomach

time she's ever done

Olive turns back frontal. She lets herstomach hang out.

She 1 Snot happy with what she sees -- also the firsttime.

Sherylfinishes gathering up Olive·,scostumes.

Olive stares at herself in the mirror. She's making up her mind about something. (Winner or Loser?)

Then, very determined, she walks out of the bathroom.

Olive comes out. Sheryl is there.

They exit. A beat. Dwayne sits up.

He's depressed, but no longer catatonic. He looks at Frank.

Richard -- holding the box ofGrandpa's stuff -- findsa bench and sitsdown. He seems shaken.

Around him, the pre-pageant hubbub is ata fever pitch.

He flips Grandpa's stuff -- keys, glasses/ gum.

He looks up and surveys the frenetic activity- mothers combing their daughters'hair, little girls practicing ballet moves, girls crying, girlslaughing and chasing each other.

Then, across the lobby,the elevator doors open andSheryl and Olive step off carrying garment bags and travel cases.

Richard gets up and interceptsthem. Sheryl sees him coming.

She goes to him. He hunches down, takes her hand,searching for words as if the very meaning of his life were at stake.

She tries to pull Olive away but Richard holdson to her.

Olive stares. She really wants to please him. She nods.

Sheryl shakes her head and pullsOlive off towards the backstage area. Richard watchesthem go.

Sheryl and

Mom or a Groomer.

Sherylfinds a tiny empty dressing room in back and hangsa garment bag ofOlive's costumes on the door.

Olivethinks. It's like the fate of the free world is at stake. Finally:

Kirby pokes his head in the door.

Olive goes to her bag, digs in,hands him a disc.

OLI\lE My Grandpa did.

She glances atSheryl, then goes and whispers in Kirby's ear. Kirby smiles.

He departs.

Richard finds his reserved seats - four seats on the aisle. He sits in the fourth seat and lays his jacket across the other three,saving them for Sheryl,Dwayne, and Frank.

The guy next to him isa grizzled BIKER sitting impassively with his arms folded. Richard tries to be friendly.

The Biker glances at him and nods.Richard persists.

The Biker looks at him. He takes an earplug out of his ear.

The Biker stares at him.

Richard nods -- Yeah! The Biker nods-- Figures. He puts the earplug back in his ear and resumes his impassive stare.

Richard is unnerved. TheLIGHTS DIM.

Onstage, an MC steps up toa microphone. A DRUMROLL.

MC Ladies and gentlemen. Welcome to the 14th annual Little Miss Sunshine pageant! Let's welcome the contestants!

MUSIC. BigAPPLAUSE.

Twenty-five little girls parade out on stage in swim-suits. Twenty of them are blond-- some bleached. They've been arranged from shortest to tallest.

Olive -- at leasttwo inches taller than everyone else is at the end of the line.

They end a across

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

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

A glorious, sunny day. The ocean stretches out to infinity.

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

FRANK

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

The MC is up on the stage. Another DRUMROLL.

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

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

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

Frank and Dwayne paddle straight out into the ocean. It's calm, but the shore isa long way away. Dwayne looks back.

Frank shrugs. They down into the water.

They divedown into the water.

It's about fifteen feet to the white sand on the bottom.

Dwayne swims all the way down to the bottom.

Frank swims down more slowly. He finally makes it.

He comically mimes that he's drowning.

Then he and Dwayne come back up.

They resurface.

They rest on their surfboards,breathing hard.

Then, without waiting,Dwayne dives down in the water again.

Shots of Frank and Dwayneswimming in the blue water with white sand and shafts of sunlight.

It's beautiful.

They do flips,twists, spins.

Dwayne swimsdown to the bottom again. He stays,looking up at the surface,Frank's legs, his empty board,the sunlight.

Then heswims back up to the surface.

TheMC up on stage. Another DRUMROLL.

MC And now! The moment you've been waiting for! The talent competition! Ladies and gentleman, please welcome Amber Tiffany Harper, who'll be singing atune from the Broadway show, ''Annie."Amber . . . !

A little girl walks out --very stagy -- and begins to sing:

Richard sits in the audience. He's growing uneasy.

They sit on their boards and look out to sea.

Frank takesa breath.

He shrugs. Dwayne nods. He looks out to sea.

He shakes his head.

he was happy? Total waste. Didn t learn anything.

Dwayne grins .

They share a smile. Dwayne gazes out to sea. A beat.

Frank stares at Dwayne, impressed. Dwayne glances at Frank~ who to play it cool.

Dwayne smiles. Frank looks around.

A beat. They look at each other.

They begin paddling back to shore.

A tiny girl in aCOWGIRL outfit -- smiling like crazy -- taps her way through atap-dance routine. She'sfantastic.

Richard's smile is fading. He's really starting to worry.

Frank exitsa T-shirt shop and throws a shirt toDwayne.

As they stride up the boardwalk,he strips off his shirt and puts on his new T-shirt. In big block letters, it says:

"LOSER"

Dwayne puts on his. It's the same. Frank looks at him.

They head off.

Another TINY BLONDE GIRL sings while flouncing and prancing across the stage, blowing kisses twirling a parasol.

She the MC, batting

The audience -- charmed -- starts clapping along. As she finishes,the audience rises asone in a standing ovation.

Richard is the only one to remain seated. His face sinks as reality finally hits him-- there's no way Olive will win.

He gets up and departs.

Frank and Dwayne enter and stride towards the doors of the auditorium. A pant-suitedGRANDMA is sneaking a smoke.

They open the door and walk intoa BLAST of syrupy singing.

The door shuts. The door reopens. Frank and Dwayne stagger out. They look at each other.

Dwayne heads off as Frank leans againsta wall,recovering.

Dwayne strides through the backstage, looking forSheryl and Olive. With his wet Mohawk and LOSER t-shirt,he stands out.

A PAGEANT OFFICER tries to stop him.

He continues walking. Everywhere there are little blond girls crying, whining, or lolling about. All the mothers are over- dressed, over-coiffed,and over-stressed. It's depressing.

He stops, turns to a littlePRINCESS slouched on a sofa.

Dwayne rolls his eyes,moves on. *

Richard wandersthrough the backstage. He spotsSheryl and Olive ina small dressing room in the back. He approaches.

Olive is sitting in amake-up chair, wearing gold hot pants and a red top. It's a slightly bizarre ensemble,given her girlish plumpness. Richard hesitates. Sherylsees him.

She nods. They wander a few steps out ofOlive's hearing range. Richard is agitated, troubled.

Suddenly, all Richard's emotions rush to the surface.

She stares at him. It's the firsttime he's admitted to any kind of vulnerability or weakness. She takes his hand.

They look at each other. This is the first honest moment we!ve seen betweenthem.

Unfortunately/ they are interrupted by Dwayne,who enters a determined look on his face. Sheryl sees himcoming.

RICHARD * Exactly! Fuck them! *

Dwayne glances at Richard,unnerved by his agreement. *

SHERYL * No, Dwayne. It's too late ... *

DWAYNE * It's not too late! You're the Mom! * You're supposed to protect her! *

Sheryl stares at him. A clipboard-wielding, head-set wearing * ASSISTANT passes by and calls out. *

ASSISTANT * Olive Harvey! Two minutes. *

He walks on. They watch him go. Dwayne and Sheryl face off. *

DWAYNE * She's not a beauty queen,Mom... *

Olive standsnear the doorway,listening. Her face betrays nothing. Dwayne'sVOICE is faint but clear.

Sheryl and Dwayne stare at each other.

Oliveturns~ walks mechanically back to her chair and sits.

Sherylputs a hand on Dwayne's shoulder.

·sHERYL ... We can't take itawayfrom her. We just can't.

Dwayne closes his eyes, hangs his head.Sheryl hugs him.

The clipboard-wieldingASSISTANT returns.

They nod and return -- en masse~~ to the dressing room~ Olive is seated in her chair,staring dumbly at~·the floor.

Olive doesn't move. Sheryl goes to her.

Olive won,t look at her. Sheryl glances at Richard.

A watch.

Silence.

Olive stands up. Shewalks to the Assistant.

He takes her hand. They stride off.

Dwayne, Sheryl/ and Richard stand together and watch--mutually powerless -- as Oliveis lead off.

TRACKING BACKWARDSwith Olive. She's got her game face on a mask of fear and determination. Sheryl calls after her.

Olive keeps walking,not looking back.

Frank re-enters. Dwayne and Sheryl are coming the other way.

They enter the auditorium together.

Yet another LITTLE BLOND GIRL is onstage,taking her bows to polite APPLAUSE. Richard leads Sheryl,Dwayne, and Frank to their seats. The MC comes on stage.

MC Very nice. Thank you. Okay,you've been a patient audience tonight ...

IN THE WINGS

Olive stands next to the edge of the curtain watching theMC.

MC (cont' d) ... We have one more contestant and then we'll be crowning the winner. So please welcome, from the Fort Myers district, Olive Harvey!

APPLAUSE.

WE FOLLOW Olive out onto the stage.

The LIGHTS are blinding.

The AUDIENCE is hidden in darkness.

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

Dwayne, Frank, Sheryl/ and Richard applaud nervously.

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

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

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

The MC doesn;t know how to react.

MC Okay! Well! Take it away, Olive!

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

GIGGLES and SHUSHES. Another boy chimes in.

More GIGGLES andSHUSHES. Miss Florida, at the judges table by the stage, looks around sternly. She feels bad forOlive.

Olive is confused. She doesn't understand these noises.

Dwayne hangs his head. Frank looks around.

Then Olive finds whatshe's looking for:

Kirby, in the sound booth.

He nods at her. Shenods at him.

Then Olive turns around,her back to the audience.

Kirby turns a VOLUMEknob up to ''6". He hits "play''.

[The music clearly dependson the rights. For specificity, we'll use "Peach"by Prince.]

A BLAST of hard rock12 bar blues comes out of the speakers.

Everyone is surprised.

The music is hard-driving and nasty. It is completely different from the other pageant music we've heard so far.

For the first four measures,with Prince saying,"Here she comes," and "Shegot them gold hot-pants on again,,,Olive barely moves, rocking her shoulders and hips to the beat.

Dwayne, Frank, Sheryl,and Richard all glance at each other.

This is not what they expected.

No one knows what to make ofOlive rocking,her back turned.

However, when the first verse begins,Olive-turnsand strides up the stage --hands on hips, shoulders swinging -- with an absolute and spectacular physical self-confidence.

She rocks out,busting crazy moves this stage has never seen: shakes, shimmies,twirls, dips, undulations-- a melange of MTV rump-shakin',Solid Gold Dancers re-runs,and out-of-left-field inventions of herown. Other moves are clearly drawnfrom Grandpa's sixty-year career of strip-bar patronage.

She dances with a totalcommand -- an exuberant,even witty mastery of her body,the music, the moves,everything.

Most of all,she's doing for for her own sense of fun -- and the judges are instantly irrelevant.

The audience is stunned. No one moves. Mouths hang open.

Sheryl,Frank, and Dwayne gape. Richard is baffled.

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

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

Abruptly, Frank starts laughing in disbelief.

He stands and begins cheeringOlive, pumping his fistand grooving to the music.

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

Sheryl and Dwayne join in,relieved and amazed.

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

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

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

The Officialgets up, walks up the aisle and yel at Sheryl.

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

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

He smi and cranks the musicup to "8". Mothers and children in the audience clap their hands over their ears.

The audience polarizes-- some (the GrizzledBiker;Miss Florida) stand and whi others sit dumbfound or frown disapprovingly, shaking their heads. Still others flee for the exitr heads down,hands over their ears.

The Official, furious,leaves Kirby and stalks down the aisle to the stage. Sherylwatches with growing worry.

She shakes Richard,points.

The Official goes to theMC -- at the side of the stage -- waves to him. He bendsdown, listens. He nods.

The MC walks onstage and tries to stopOlive from dancing, grabbing her arms .

Olive doesn't know what he's doing,but she won't let him break her routine. She wiggles away and keeps dancing.

Richard -- outraged -- races to the front of the auditorium, leaps on the stage,jumps on the MC's back and rides him piggy-back -- into the wings. They crash to the ground.

Olive stops dancing,turns and looks at Richard.

Richard, grappling with theMC, waves her on.

Olive turns and stares at the audience.

Dwayne, Frank andSheryl are gesturing~- "Keepgoing!"

Olive -- hearing themusic, seeing Sheryl,Frank, and DWayne cheering her-- starts to dance again, fluid and relaxed.

Richard disentangles himselffrom the pissed-offMC as STAGEHANDSstep in and pull them apart. Richard shrugs off their restraining hands,then turns to watchOlive dance.

The Contest Official steps forward and angrily confronts him.

Richard -- taken aback -- tates. She presses him.

Richard stares at her. Then he nods.

He turns and walks outon st.age.

Olive, seeing him, is confused. He steps up behind her.

Then Richard starts dancing.

They dance together:Olive in front~ Richard backing her up.

Richard looks at the Official with a defiant,fuck-you smile.

Sheryl/ Frank and Dwayne,watching, can't believe it.

Sheryl shakes her head-- she can't believe it either.

Frank runs down the aisle,jumps on stage,and dances next to Richard -- a surprisingly competent set of butt-wagging, party-music moves. Dwayne follows Frank up on stage.

Sheryl pausesa moment and watches her family.

Richard waves toSheryl to join them.

A beat. Then Sheryl walks, then runs,and jumps up on stage. Richard helps her up,and they dance together.

Kirby cranks it to\'10". MUSIC is overpowering everything.

As the songs winds up, Sheryl lines up next toOlive for a unified series of thrusts.

As the final cymbal crashes, Olive pulls up her shirt to reveal "Peach" is written on her tummywith magic marker.

Audience MEMBERS respond with a standing ovation.

Frank and Dwayne strut around with their arms in theair, like victorious professional wrestlers.

Richard picks upOlive, swings her in theair* Sheryl walks over and hugs Richard andOlive.

FADE TO BLACK AND SILENCE

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

Nothing's happening. Flourescent lightsHUM.

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

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

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

A door OPENS. They all look over.

A COP appears, starts taking off their handcuffs.

RICHARD

We re free?

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

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

They wander out,dazed, rubbing their wrists.

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

She smiles. Richard turns toOlive with the tiara.

She struggles to articulatesomething. Finally, she shrugs.

OLIVE {cont'd) I just like dancing.;.!

They all smile at her. Then Richard looks around.

CUT TO BLACK

SOUNDS of carson a distant highway.

Everyone is seated ata picnic table ata road-side rest stop. Cars WHIZZ by on a highway in the far background.

They've finished eating-- an empty bucket ofKFC and bottles of Diet Sprite litter the table. Richard is tellinga story.

Everyone is relaxed -- smiling and listening.

..LV,:;:P. RICHARD (cont1d) around this 1 a this ticket thatI threw away -- and all a sudden he goes, "Richard,don't drop the light!" And I go, "Don'twhat?" (mimes holding light) And goes, "Dropthe fucking light!!!" So I go (mimes dropping light) Right in the water! He's like ... (mimes electricshock) Ahhhaahhhaahhhaahhhhhh!!! (appalled laughter) I run back,unplug the light, run to the dumpster-- he's lying there,rain is pouring down ... And he's got the ticket! This twelve hundred dollar trifecta ticket! And I'm like,"Dad! Dad, are you okay?" And he looks at me and all he says is: "Richard.. . Don't ever have children."

Everyone bursts out laughing.

The mirth tapers off. They glance at each other.

Frank holds up his bottle of DietSprite.

They clink and drink. Richard nods to a snack shack nearby.

CUT TO BLACK