"WHO FRAMED ROGER RABBIT" (1988)

Written by

Jeffrey Price and Peter S. Seaman

Based on the novel by

Gary K. Wolf

This movie starts the way all movies should... with a cartoon. It's not a Disney or a Warner's. It's not a Fleischer, an MGM, or a Lanz. This is a lesser known studio.

FADE IN:

ON A "MAROON CARTOON"

Accompanied by zany CARTOON MUSIC, the TITLE CARD reads:

Below are two cameos of the cartoon's stars. One picture is of a cherubic baby in a bonnet innocently posed with his thumb in his mouth. The other is of a paunchy rabbit with a gap between his front teeth. He has a loveable, if slightly shell-shocked look. The cartoon begins...

BABY HERMAN AND ROGER RABBIT

are in a playpen when TWO FEMALE LEGS in high heels walk INTO FRAME. The VOICE belonging to the legs talks down to Baby Herman in a maternal coo.

VOICE (O.S.) Mommy's going to the beauty parlor, darling. But I'm leaving you with your favorite friend, Roger. He's going to take very, very good care of you... (voice turns ominous) ... cause if he doesn't, he's going back to the science lab!

Roger gulps as he watches the legs disappear. We HEAR FOOTSTEPS recede and a DOOR SLAM. Roger turns confidently back to his charge. But the little tyke is already squeezing through the playpen bars.

Roger makes a dive for him, misses, and gets his head stuck between the bars. He pleads with the Baby in a voice that resonates of Huntz Hall in "The Bowery Boys".

BABY HERMAN

ignores Roger. We FOLLOW HIM as he crawls into the kitchen. He stops to regard something that has caught his attention... a cookie jar. It's sitting on top of the refrigerator.

ROGER

wearing the playpen like a pillory, comes running toward the kitchen. But the playpen is too wide to clear the door. The impact SHATTERING the playpen and sends Roger sprawling across the kitchen floor. When he looks up...

BABY HERMAN

is swinging precariously on the door of the freeer.

Roger makes a desperate leap across the kitchen for the kid. But Baby Herman swings the door to the freezer open and Roger disappears inside. Baby Herman grabs a cookie and swings back, shutting the door. He climbs down and crawls out of the kitchen. After a beat, the freezer door opens.

ROGER

now shaped like a block of ice, falls out and hits the floor. The block SHATTERS into ice cubes. Roger looks around, dazed.

BABY HERMAN

has taken this opportunity to crawl out the window. Roger races to the window. His eyes pop out of his head at what he sees.

ROGER'S POV

Baby Herman is crawling along the sidewalk under the shadow of a safe being hoisted into a second floor window by the Acme Safe Moving Company. The rope holding the safe is fraying down to a slender thread.

ROGER

gasps and rockets out the window toward Baby Herman. The rope snaps. The safe falls. Roger arrives just in time to pluck the Baby out of harm's way. But not in time to save himself. The safe CRUNCHES down on his head, burying Roger into the sidewalk.

After a beat, Roger's hand appears and spins the tumbler. The safe door opens. Inside, we see the dazed rabbit with little TWEETING BIRDS circling his head.

VOICE (O.S.) Cut, cut, cut!

The cartoon action stops abruptly, but the goofy CARTOON MUSIC PLAYS ON. We begin a slow PULL BACK TO REVEAL that this cartoon is being filmed LIVE ON A SOUND STAGE. The title card sits on an easle. The female legs are paper mache' props manipulated by two HUMAN CREW MEMBERS. Wearily, they lean the legs up against the stage wall. A human DIRECTOR, wearing a tweed jacket and baggy pleated pants, steps onto the set. From the equipment and the dress of the crew, we can tell it's the 1940's. Baby Herman throws his cookie down in disgust. He talks in a gravelly voice an octave lower than Wallace Beery's.

The MUSIC suddenly STOPS as, off to the side, the SOUNDMAN lifts the needle off a phonograph record. The Director leans over Roger and angrily plucks one of the birds circling his head.

Baby Herman pulls himself up to his full height of two feet and walks off the set. He chooses a route that takes him under the dress of the SCRIPT GIRL. She jumps as if goosed. Now two CREW MEMBERS lift the safe off Roger.

CONTINUED PULLBACK.

What we've been seeing has been from the POV of a MAN in a shiny brown suit standing unobtrusively at the back of the sound stage. Under a beat-up fedora is a craggy face that's seen a lot in its life... but apparently didn't think much of it was funny. EDDIE VALIANT takes a jolt from a pint of whiskey, evidently in reaction to what he's seen. He opens his coat and returns the pint bottle to a shoulder holster which had formerly held a .38. Nerves steadied, he walks out the stage door.

Valiant emerges from the stage onto a bustling Hollywood studio lot where CARTOON CHARACTERS (TOONS) and humans are comingling as if it were the most natural thing in the world. Valiant stops by an Acme Novelty truck which is unloading Toon props. There are bombs, rockets, flattened pocket watches, anvils, giant slingshots, etcetera. The license plate is California 1946. He fishes out a pack of Chesterfields and taps out a half a butt that had been stubbed out. As he lights it, Valiant regards a chubby, balding man wearing a three-piece suit and a worried expression coming towards him. He is R.K. MAROON, studio boss. Maroon is leading an entourage of ASSISTANTS trying to keep up.

What happened to cheese sandwiches? I was raised on cheese sandwiches.

As the Assistants dutifully record his thoughts, Maroon sees a GUY taking a nap in the shade of a palm tree.

As the Assistants disperse, Maroon approaches Valiant.

Now an EDITH HEAD-TYPE hustles up to show Maroon several costume designs.

Maroon quickly checks out the drawing.

She flips another drawing.

He grabs the pad and shows Valiant. The rendering is of a hippo in a pink polka-dot tu-tu.

Maroon responds to Valiant's sarcasm with raised eyebrows.

He hands the pad back to the designer, who departs.

Valiant watches an ALLIGATOR in a rebel uniform dragging a brace of cannons and several TOADSTOOLS parade by.

Maroon takes a copy of the "Hollywood Tattler" out of his pocket.

His wife's a tramp, but he thinks she's Betty Crocker. The doubt's eatin' him up.

Valiant starts to walk away.

Maroon turns, snaps his fingers. His Assistant appears out of nowhere with Maroon's checkbook and a pen. The Assistant turns and stoops so that Maroon can write the check on his back.

Maroon tears the check off and hands it to Valiant. Suddenly Valiant ducks in reflex to a large shadow that passes overhead.

ABOVE THEIR HEADS - DUMBO

swoops back and forth, then hovers, ears flapping like a hummingbird.

Valiant grabs the check from Maroon and starts for the gate.

We FOLLOW Valiant out the gate under a wrought iron sign that reads "Maroon Cartoon Studios". As he starts across the road he's almost run over by a Toon roadster that ROARS out of the gates. When it BLASTS ITS HORN, it's the FIRST FIVE NOTES from the WOODY WOODPECKER SONG: "HA-HA-HA-HA-HA". Valiant jumps back as the roadster passes. WOODY THE WOODPECKER'S behind the wheel with a self-important smile on his face. Valiant angrily waves the cloud of Toon dust away.

ACROSS THE STREET - A TROLLEY CAR

is slowing to a stop in front of the studio. It's a Pacific and Electric "Red Car", part of a vast system of electric trollies that once criss-crossed the L.A. Basin. Valiant steps onto the "Red Car". He reaches into his pocket to give the CONDUCTOR his nickel fare. But he comes up with a handful of lint. He holds out the check.

The Conductor jerks his thumb toward the door. Valiant suffers the public humiliation,of having to step down past the rest of the boarding passengers.

He walks around to the back of the Red Car where a gang of TEN-YEAR-OLDS are loitering. When the BELL SOUNDS and the Red Car starts to pull away, the Kids make a dash for a place on the cow catcher. Valiant joins them. We HOLD as the Red Car moves away and the street urchins regard their older partner in crime with curiosity.

A BILLBOARD SIGN

It reads: "L.A.'s Pacific and Electric Red Car -- America's Finest Public Transportation System". PAN DOWN to see that the sign is on the roof of the trolley terminal. Red Cars are going in and out of the shed. MOVE IN on one car approaching the terminal from down the street. As it passes by...

VALIANT

hops off his freeloader's seat on the back,

Valiant waves laconically.

We FOLLOW Valiant as he crosses the street to a seedy bungalow. A note is push-pinned to the door.

CLOSE - NOTE

It says: "Tomorrow's Friday... Well? Dolores".

VALIANT

takes the note and walks back across the street toward the terminal. He climbs up a flight of stairs, heading for a bar on the mezzanine. The bar sports a red neon sign that used to blink, "The Terminal Station Bar". But now it just says, "Terminal".

The place must have been pretty swanky at the turn of the century when it was built in the first burst of enthusiasm over the new public transportation system. It's in the motif of a trolley car. There's a large map on the wail above the bar showing all the different lines. Behind the bar is DOLORES. If you scraped off all the makeup, you'd find an attractive woman in her late thirties.

She ministers to a rag-tag assortment of Hollywood low-lifes -- who are truly at the end of the line.

VALIANT

enters this den, lets his eyes adjust for a moment, then bellies up to the bar. He finds a spot between a ONE-ARMED BLACK SOLDIER and a MIDGET stretched out on the bar passed out. Now a TROLLEY RUMBLES underneath them. The bar starts to shake like an earthquake, the lights flicker. All the drinkers, observing a time honored ritual, lift their glasses simultaneously to avoid spilling any drops. Even the Midget lifts his head until the trolley has passed. Valiant reaches over the bar and blind-grabs a bottle of rye he obviously knows is there. He pours himself a shot.

An ARTHRITIC COWBOY pipes up.

A DEAF-MUTE scribbles a note on a pad hanging around his neck. He hands the note to Valiant. It says "My girl dumped me". Valiant pats him on the back, consoling.

Then Valiant mouths the rest of it for Augie's benefit only. Augie reads his lips, then starts to roar silently, slapping his thigh. Now Dolores makes her way down the bar. She grabs the Midget by the suspenders and slides him out of the way.

Valiant slides the check across the bar. Dolores studies it. She calms down a little.

Now ANGELO, a Neanderthal sitting a few stools down, is tapping the shell of a hardboiled egg.

Angelo chuckles at his own joke and goes to eat his egg. Suddenly Valiant darkens. He grabs Angelo by the shirt and pulls him up to his face.

Valiant jams the whole egg into Angelo's mouth, turns and storms out the door. Angelo sputters and spits out the egg.

Valiant knocks on the door of, a non-descript building in a run-down factory area. A speakeasy style peephole slides open REVEALING the face of a TOON GORILLA. Valiant offers the password.

The peephole slides closed and after a beat the door swings open.

The Gorilla, dressed in a tux, gives Valiant the once over. Valiant resents the assessment.

We FOLLOW Valiant down the hall toward the main room. We can HEAR LAUGHTER and ZANY MUSIC from within.

When Valiant steps through the doorway, we see the place is no dive. It's a white tablecloth nightclub on a par with the El Morroco or the Garden of Allah. Behind the bar A CATERPILLAR BARTENDER is using his many arms to shake and pour several drinks at once. Meanwhile a dozen PENGUIN WAITERS are gliding back and forth along the tables serving drinks to the well-heeled crowd.

ON STAGE

DONALD DUCK and DAFFY DUCK are seated opposite each other at matching grand pianos. What begins as a decorous Duck duet on a Tchaikovsky piece (complete with knuckle-cracking, seat- spinning preparations) quickly accelerates to a loony game of one-upsmanship between these two irascible Ducks. There is keyboard stomping, lid-banging, piano wire plucking zaniness.

THE AUDIENCE

is HOWLING. People are wiping the tears from their eyes they're laughing so hard. All except...

VALIANT

He lights a cigarette impassively, not humored by the Toon hijinx. He spots an empty table off to the side and makes his way towards it. A SILLY GEEZER in a loud suit is at the next table. The Geezer nods to him soberly as Valiant pulls Out the chair and sits down. A LOUD FLATULENCE SOUND erupts from under Valiant. The Geezer slaps his thigh with the hilarity of it all.

Valiant reaches under himself and comes up holding a deflated rubber bladder. The Geezer retrieves it from him.

The Geezer grabs Valiant's hand before he can say no. We HEAR A BUZZ. Valiant retracts his hand as if shocked. The Geezer howls with laughter and turns his palm to Eddie.

Valiant rolls his eyes and grabs a Penguin as it glides by.

The Penguin puts a bill down on the Geezer's table and zips off. The Geezer takes a fountain pen out of his jacket and writes on the bill. But there doesn't seem to be any ink coming out. He shakes and shakes the pen to get it flowing. It flows all right. Ink splatters all over Valiant's shirt and pants. Valiant looks down at the stain, doing a slow burn. The Geezer starts laughing. Valiant jumps up and grabs him by the lapels.

Valiant looks down at his shirt. The stain is gone.

Valiant drops him into his chair and returns to his seat. The Penguin glides up with his drinks. Valiant swallows the first one with one quick jerk of the head.

ON STAGE

Donald and Daffy's PIANO COMPETITION has reached a CRESCENDO of mayhem. They've got the axes out, and in time with the MUSIC they reduce their pianos to matchsticks. At the completion of the piece, they step to the front of the stage and with great decorum, arms around each other, they take their bows. The curtain comes down to GREAT APPLAUSE. We HEAR SFX of CRASHING AND BASHING backstage. Now from behind Valiant, we HEAR a familiar high-pitched VOICE.

Valiant turns to see BETTY BOOP standing with a box of tobacco wares strapped around her neck. In contrast to all the other Toons, Betty's in black and white.

Now the lights dim and Betty moves on.

ON STAGE

the dour DROOPY walks out with the spotlight following him. He's the evening's emcee.

There's a ROAR OF DISAPPROVAL from the men in the crowd. They shower him with debris.

There is excited APPLAUSE as the lights dim. A TOON COMBO made up of CROWS in shades STRIKES UP the intro to the smokey song, "Why Don't You Do Right". A spotlight hits the curtain. Now a curvaceous leg pokes out, teasingly.

The crowd goes wild as the rest of the body belonging to the leg emerges. JESSICA RABBIT is a generously endowed red- headed bombshell. She's a humanoid Toon... in her case, more beautiful than human. Her figure is testimony to what a guy can do with a pencil and a fertile imagination,

REACTION - VALIANT

This is not quite the bunny he expected Roger to be married to. His jaw drops. And his reaction is mirrored all around the room. The men are panting so hard you couldn't keep a match lit.

CLOSEUP - JESSICA

as she steps to the mike.

Jessica takes the mike and comes off the stage. Slinkily. she wanders among the tables, teasing the men as she goes.

Now there's a HOWL from behind Valiant. A Tex Avery type TOON WOLF, who came masquerading as a human, couldn't help but show his true colors at the sight of Jessica. He HOWLS as if it were a full moon. His tongue rolls out of his head and piles up on the floor like so much clothesline. His eyeballs telescope out of his head. And finally, the Wolf levitates and snaps rigid like an open jacknife. As the Wolf makes a rush for the stage, the Gorilla Bouncer grabs him by the suspenders. The Wolf, legs spinning madly, practically knocks Valiant's table over as he grabs at Jessica. But the Wolf has come to the end of his suspenders. He snaps back toward the Gorilla who is holding an anvil in front of the suspenders. CLANG! The Wolf hits the anvil and slides to the floor. The Gorilla calmly whisks him into a dustpan and carries him out.

JESSICA

like all good saloon singers, has continued her act undaunted.

She sashays over to the Geezer's table. Teasingly, she swirls the whisps of white hair onto his head into a Dairy Queen. He giggles gleefully and makes a grab at Jessica. But she slips out of his grasp like mercury.

Now Jessica works her way over to Eddie. She stops at his table and sings tauntingly. Then with a flourish, she throws herself in his lap, and belts out the finale.

There is RAUCOUS APPLAUSE when she finishes. Jessica looks deep into Eddie's eyes.

Before Eddie can reply, she jumps off, and slinks offstage, leaving Eddie a pile of human wreckage. Valiant slugs the rest of his drink down to put out the fire in his libido.

When the lights come up, Valiant looks over to where Acme is slicking down his eyebrows and patting his hair down. He stands, picks up a bouquet of roses from the chair beside him, and as he passes Valiant's table, gives him a big wink. Valiant watches Acme disappear backstage. He stands, drops a couple bucks on the table, and follows after him.

BACKSTAGE

Valiant steps past the curtain, keeping a discreet distance. He follows Marvin Acme down a corridor and around the corner. Acme stops and knocks on a dressing room door. After a moment, it opens and Acme goes inside. Valiant checks over his shoulder, but the backstage area is empty. He eases over to the door and puts his eye to the keyhole.

POV THROUGH KEYHOLE

Jessica is seated at her dressing table. Acme is on his knees next to her, kissing his way up her gloved hand, eyes closed in ecstasy. Jessica takes her hand out of the glove and starts combing her hair, leaving Marvin kissing a suspended Toon glove.

ANGLE ON VALIANT

while he continues his peeping. The Gorilla bouncer sneaks up behind him.

The Gorilla smiles sadistically when he recognizes Valiant.

The Gorilla grabs Valiant by the belt and lifts him off the ground. He opens the fire door and heaves Valiant out.

Valiant comes flying out the door and CRASHES into a bunch of garbage cans in the alley. The Gorilla stands in the doorvay regarding the dazed Valiant.

The Gorilla slams the door. Valiant picks himself up out of the garbage. He brushes himself off, then starts down the alley toward the rear of the building. We FOLLOW him around the corner where he stops under Jessica's dressing room window. He drags over a milk crate to stand on, takes a small camera out of his pocket and opens the bellows. He stands on the crate and aims the camera through the corner of the window, as we HEAR the MUFFLED CONVERSATION from within.

Valiant's eyes widen in disgust.

As he starts CLICKING pictures...

There's one light on in the Administration building.

It's a large art deco office with walls covered with photos of Maroon and various celebrities, human and Toon. R.K. Maroon is seated behind his desk. Standing nearby is Valiant. They are both regarding a hysterical Roger Rabbit, who's holding a set of 8 x lO glossies. He's WAILING and CRYING, Toon tears flooding off him in a torrent.

ANGLE ON RUG

Roger's tears have formed a puddle around the desk. Valiant lifts a well-worn oxford and shakes the water off it.

MAROON

hands Roger his handkerchief. Roger AAH-OO-GA'S his nose.

Roger takes another look at the pictures.

CLOSE - PHOTOS

They're shots of Jessica Rabbit and Marvin Acme seated knee to knee, caught in the act of slapping palms... really playing pattycake.

BACK TO SCENE

Maroon gets up and crosses to a bar table set up by the window. He pours a drink from a crystal decanter as Roger starts sobbing again.

Valiant eyes the booze longingly as he mutters to himself.

Maroon gestures out the window. We see a blinking neon sign on the roof of the building across the street -- "Acme - If It's Acme - It's A Gasser!"

Maroon turns and carries the drink to Roger. Meanwhile, Valiant sidles over to the bar to help himself.

Roger takes the glass and shoots it down in one gulp.

Eddie has just picked up the decanter to pour one for himself.

CLOSE - ROGER

The booze is taking its effect. There's a RUMBLE like a volcano about to erupt. Suddenly Roger's head turns into a Toon steam whistle SHRIEKING. The HIGH PITCH causes glass objects in the room to SHATTER... including the crystal decanter that Valiant's holding in his hand. It EXPLODES, soaking his suit with booze. Valiant looks down at the damage, completely exasperated.

Maroon sits at the desk and writes a check.

Valiant crosses to the desk and takes the check.

Suddenly Roger jumps onto Maroon's desk and grabs Valiant by the lapels.

Roger zips off the desk and CRASHES out the window, leaving a rabbit outline in the glass... backlit by the blinking Acme sign. Maroon and Valiant walk to the window and look out the rabbit-shaped hole in the window.

EMPTY BOOZE BOTTLE - EARLY MORNING

PULL BACK TO REVEAL the bottle's on the floor next to the couch Valiant's passed out on. He's still dressed in his clothes. PAN the small studio apartment. In the kitchen/alcove, Valiant has created a makeshift darkroom. We see a curtain on a clothesline. Various trays, and some pictures clipped up on clothespins. The pictures depict Jessica Rabbit and Marvin Acme in various states of pattycake. Now there is LOUD POUNDING on the door. But it doesn't break through VaLiant's subconscious for several seconds. Finally, he rouses, gets up and walks a crooked line to the door. Valiant opens it and squints into the excruciating sunlight. When his eyes focus, REVEAL a hang- dog POLICE DETECTIVE holding Eddie's morning paper.

Santino ignores the question and regards Valiant with a mixture of disgust and pity.

Santino flops open the morning paper. Valiant's eyes narrow as he reads it. The headline screams: "TOON KILLS MAN!" And underneath: "Marvin Acme Murdered at the Hands of Jealous Rabbit". Santino throws the paper on the sofa.

An L.A. police car turns into the yard of the Acme factory and pulls up in front of the old factory building. There's all kinds of official activity in the yard... cop cars, a Coroner's truck, etcetera.

Valiant and Santino get out of the police car. Santino starts into the factory. But he realizes Valiant's not following him. He turns to see Valiant looking over the wall behind the factory, transfixed.

VALIANT'S POV

The sky above the wall is a different color, a little bit more vibrant, a "Toon Blue", you might call it.

SANTINO

walks back and takes Valiant's arm.

Santino leads Valiant into the factory.

It's a large warehouse filled with stacks of Toon gags,.. boxes of dynamite, giant slingshots, boulders, everything you've ever seen in a Roadrunner cartoon. Santino stops where a large black safe is imbedded at a cockeyed angle in the floor. A FORENSIC TEAM is at work around the safe. They're chalking the outline around a body half obscured by the safe.

Santino walks to Acme's glassed office where a sobbing Jessica Rabbit is being interrogated. We can only see her, not the person doing the interrogating. Valiant sidles over to where the Forensic Guys are dusting the photographs he had taken for prints. One of the Forensic Guys looks up from his work.

FORENSIC #1 Say, didn't you used to be Eddie Valiant?

Valiant ignores the slings and arrows and surveys the scene of the crime. The door of the safe is ajar. Valiant tries to look inside. Forensic #2 closes the door with his knee.

Now we HEAR the VOICE of Jessica Rabbit from behind them.

Valiant turns to the voice. WHAP! Jessica slaps him hard enough across the face to make his head turn.

She turns on her heel and storms off, sobbing into a handkerchief. Valiant, rubbing his jaw, looks after her. So do the Forensic Guys.

FORENSIC #1 She likes you, Valiant.

FORENSIC #2 (low wolf whistle) When they drew her, they broke the pencil.

Now two WHITE-JACKETS from the Coroner's office start to carry Acme out on a stretcher. As they pass Valiant, a hand still wearing a Hand Buzzer flops out. Valiant grabs it -- stopping the stretcher.

CLOSE - HAND

Imbedded under the fingernails is a reddish-brown substance.

FORENSIC #1 So... it's blood.

VALIANT

peels a piece of it off... it chips and falls to the ground. He squats to examine it.

Suddenly the end of a cane comes down on Valiant's hand, pinning it to the floor. Valiant follows the cane UP to it's gavel-shaped head -- past black pants, a black robe, to a cadaver-like complected face, and a large hooked proboscis. The head is shaved. Rimless tinted glasses obscure the eyes. Although he's human, the total appearance is frighteningly vulture-like. JUDGE DOOM is accompanied by Santino.

Doom takes his cane off Eddie's hand and reaches out for the paint chip. Valiant palms a piece and drops a smaller piece into Doom's hand. Doom examines it.

Valiant stands to face the Judge, who towers over him.

Doom smiles thinly at Valiant, tarns and walks with purpose towards the door. Santino and Valiant follow.

Doom leads them outside and indicates a window.

Doom nods his head toward a group of sinister WEASLES (a la Disney's "Wind In The Willows"). They're loitering by a dogcatcher's wagon with "Toontown Control" on the side, cleaning their fingernails with switchblades and polishing Toon revolvers.

Doom steps into Valiant's face.

Suddenly a "YA-HA-HOOEY" interrupts his pontification, as a scruffy little TOON GOPHER comes hurtling over the wall from the Toontown side. He's holding his blackened rear end... apparently the result of a run-in with a stick of dynamite. BONK! The Gopher hits Doom in the back of the head, sending them both sprawling. The Gopher picks himself up and shakes off the effects of the concusion. When he sees who he's knocked down, he panics.

He whips a clothes brush out of his back pocket and furiously tries to clean the Judge's cloak. Doom picks up the Gopher by the scruff of the neck and gets to his feet.

As Doom carries the Gopher to the "Toontown Control" wagon, Valiant shoots a look to Santino.

When Doom gets to the wagon, the Weasles open up the back. In place of steel bars is a stream of fluid. A Weasle turns a key and the flow of liquid stops. The Gopher starts kicking furiously, trying to avoid the lock-up.

Finally, the Gopher breaks free and makes a desperate dash for the wall. Doom watches him run and calmly turns to where his car is parked. It's a black Lincoln touring car with an ugly bird-like hood ornament.

Suddenly. the hood ornament SQUAWKS to life. It's a hideous TOON VULTURE. The Vulture flaps into flight.

Just as the Gopher is about to make it over the top of the wall the Vulture's talons sink into his rear end and lift him airborne. The Vulture drops the Gopher off with the Weasles. They pin him down.

One of the Weasles retrieves a briefcase from the sedan, puts it on the hood and snaps it open. Twelve TOON KANGAROOS pop up, arranged in a jury box.

He raps the Gopher on the head with the gavel end of his cane.

The Kangaroo court delivers the verdict instantly. Twelve LITTLE KANGAROOS pop up out of their Momma's pouches, holding up small cards, each with a letter spelling Y-O-U A- R-E G-U-I-L-T-Y.

Doom slams the briefcase shut. He turns his attention back to the Gopher.

As the Judge pulls on a black rubber glove, the Weasles take out a stainless steel tub WHEEZING with sadistic glee. They fill it from a spigot on the truck.

THE GOPHER

is wriggling and SCREAMING bloody murder as Doom lifts him up and holds him over the tub. Then, as he's lowered into the solution, he starts to disappear. His pathetic SCREAMS are snuffed MID-YELP.

The Gopher's gone. All that's left of him is a paint slick on the surface of the liquid.

Doom pulls off the black rubber gloves finger by finger and hands them to a Weasle. He turns to Valiant.

He gets into his car, he pauses and looks back at Valiant.

Dolores is behind the bar cutting lemon peels and preparing for the day's bartending. There's one early customer, a grey- haired TROLLEYMAN in his Red Car uniform. His hat's on the stool next to him and he's already drunk. The door opens. It's Valiant. He walks over to the bar, reaches for a bottle and a shot glass and helps himself. Dolores picks up a copy of the morning paper.

Valiant slides the check across the bar.

Valiant picks up his glass. lifts it in toast to the Trolleyman.

Now the Trolleyman unsteadily climbs up on his stool to get close to the Holy Grail... the Red Car route map over the bar.

Eddie grabs Earl around the legs and throws him over his shoulder like a sack of potatoes. He carries him over to a booth and puts him down carefully, covering him with a tablecloth.

Valiant walks back to his drink at the bar.

VOICE (O.S.) Make that a round.

Valiant and Dolores look down the bar, but there's no one there. Finally the familiar cowlick of Baby Herman rises to the top of the bar as he clambers up a barstool.

Baby Herman slides his baby bottle down the bar to Dolores.

Dolores brings Baby Herman his baby bottle cocktail.

When Dolores turns around, Baby Herman pats her on the bottom.

mean, no offense, but how did a mucky-muck like R.K. Maroon find you in the first place?

Valiant takes the paint chip out of his pocket and dangles it in front of Baby Herman.

Valiant stands.

Baby Herman shakes his head sorrowfully. As Valiant heads for the door, Dolores whaps her towel down on the bar.

Valiant ignores her and walks out the door.

Eddie comes in the door with his coat over his shoulder. He tosses the jacket over the chair and walks to the Murphy bed. He grabs the strap, and loosening his tie, walks away from the wall, pulling the bed down. What he doesn't see is...

ROGER RABBIT

asleep in the bed.

VALIANT

still with his back to Roger, sits down exhaustedly on the bed and kicks off his shoes. He lies back and pulls the covers over him. He closes his eyes, rolls over to get comfortable. Now he and Roger are nose-to-nose. They both open their eyes at the same time. They freak.

They both jump out of the bed.

Eddie tries to open the door, but Roger blocks it spider- like, arms and legs extended.

Valiant gives up trying to open the door and grabs Roger. He pulls and he pulls. Finally Roger snaps off like a broken rubber band. The two of them go tumbling backward. Valiant makes a grab for Roger but he slips out of his grasp like quicksilver.

Valiant lunges again. Roger dodges.

Valiant picks himself up and tries to catch his breath.

Roger pulls a piece of paper out of his pocket and starts reading.

Valiant leaps for Roger and gets bim by the throat. He rips the paper out of Roger's hand and crumples it up and throws it down. He opens the door, throws Roger outside and quickly slams the door shut. He leans against it, breathing hard. Suddenly, Roger comes through the mail slot like a limbo dancer. Valiant, too tired to chase him, just watches him.

He retrieves the love letter, straightens it and puts it back in his pocket.

Valiant crosses to the kitchen area where the dark room is still set up. He opens the cabinet under the sink and comes out with a bottle of Scotch. He takes a shot glass and pours himself one.

Valiant shoots the drink down and holds up the empty glass.

He crosses to the phone on the counter. He lifts the receiver and starts to dial.

As Valiant finishes dialing, he idly puts the empty shot glass down on a photograph on the counter.

Valiant turns from the pleading rabbit. Now something he sees on the counter gets his attention.

POV THROUGH SHOT GLASS

The shot glass is resting on one of the reject pictures of Acme and Jessica. The bottom of the glass is magnifying the back of the exuberant Marvin Acme. Sticking out of his back pocket is a legal folder headed "Last Will and Testament".

CLOSE - VALIANT

He looks as if the truth has just hit him in the face.

VOICE (on phone) L.A.P.D.?

Valiant slowly returns the phone to the cradle,

Now outside we HEAR TIRES SCREECHING to a stop. Roger runs to the window and pulls back the drapes. His eyes bug out of his head.

Valiant comes to the window and looks out, too.

VALIANT'S POV

The Toon Control wagon has stopped in front of the house. The Weasles pile out. One of them takes what looks like a butterfly net out of the back. Several others grab violin cases.

EDDIE AND ROGER

Valiant jerks Roger back behind the curtain.

Roger, elated, jumps into Valiant's arms.

He plants a big wet Toon kiss on Valiant's lips.

The Weasles are filing up the walk to the front door. The leader pounds on the front door.

Valiant puts Roger down.

Roger zips to the closet door and goes inside.

Valiant goes to the closet and opens the door. REVEAL Roger is now dressed in Eddie's trenchcoat and hat. Playfully, Roger snaps one of the handcuffs onto Eddie's wrist. He's got the Other attached to one of his wrists.

BOOM! BOOM! BOOM! The KNOCKING is more impatient. Valiant looks to the door.

The Weasles open the violin cases and take out real tommy guns and shoulder them in teams of two. Suddenly they unleash a torrent of MACHINE GUN FIRE, making the outline of a weasle in the door with BULLETS. The leader blows on the cut-out and it falls in. The Weasles file through one by one.

The Weasles don't bother to look around. They all just start BLASTING. Bullets fly every which way. The barrage destroys Valiant's apartment in a matter of seconds. When the shooting stops and the smoke clears, the Weasles look around. The head Weasle spots blood all over the kitchen floor.

WEASLE #1 We got him.

But when he looks behind the counter, it's only a shattered ketchup bottle.

Eddie and Roger, handcuffed together, are beating it down the alley. Roger, being a rabbit, is beating it a lot faster. He's kicking up dust, his legs are blur. Valiant stumbles trying to keep up. When they round the corner, Roger slams on the brakes, Toon style. Valiant goes skidding past him and is jerked to a stop like a dog on a short leash.

come piling out the window. They start sniffing the ground. Suddenly one of them freezes on point, like a dog. Another blows a HUNTER'S HORN and they're off on the trail.

emerge from the alley. They pause momentarily to reconnoiter. Eddie decides to go left, Roger right. When they get to the end of the cuffs, they snap back into a pile. Valiant gets back to his feet and hauls Roger up angrily.

They start across the street. But Roger goes on one side of the Street sign, Eddie the other. Roger coils around it like a tether ball. Valiant yanks Roger off the sign and they duck across the street just as a trolley car passes.

THE WEASLES

come bloodhounding around the corner. They search the street for signs of the fugitive. But when they get to the trolley tracks, they stop, bewildered.

WEASLE #1 Scent's cold.

WEASLE #2 Pssst.

He points toward the trolley car pulling into the Terminal Station. They fall all over themselves scurrying over to the trolley. They surround it and jump aboard, tommy-gun at the ready.

The CONDUCTOR raises his hands like it was a hold-up. A couple PASSENGERS scream as the Weasles search the car. But no Roger or Eddie. As quickly as they got on, they get off.

as it pulls away. The Weasles look around perplexed.

WEASLE #1 Funny... I could swear I smelled rabbit.

ANGLE FROM ABOVE

Eddie and Roger are balanced on the trolley wire above the Weasles' heads. As the Weasles sniff around the barn, Eddie and Roger ease along the wire, using the wall of the Terminal Bar to lean on.

Dolores is preparing corned beef and cabbage. The RADIO is PLAYING "MARES EAT OATS". A NEWSCASTER breaks into the music.

Dolores turns just as Roger's grinning face appears in the window.

Now Eddie's face comes into view. He motions for her to open the window.

OUTSIDE THE WINDOW

Roger and Eddie watch another trolley approach. The contact arm sparks its way along the wire as it rolls along towards them. Valiant watches as Dolores struggles to get the window open.

At the last second, the window opens. Eddie jumps for the sill, Roger dangling from the cuffs as the trolley passes.

Dolores helps pull Valiant through the window. Then he drags Roger inside.

Roger bows at the waist, takes her hand and kisses it like Charles Boyer

Now Roger spots a plate of freshly shucked corn.

Before she can answer, he grabs an ear, presses it to his lips and applies the typewriter method to it. When he gets to the end of a row, we even HEAR the BING!

We FOLLOW Dolores as she leads Valiant and Roger across the hall. She stops at a door, unlocks it, and leads them in.

It's a tiny storage room/office with an institutional metal desk, a cot, and assorted janitorial supplies stacked around. Dolores shuts and locks the door behind her. Valiant goes to a metal locker and digs through some tools, coming out with a hacksaw. He sits on the cot and starts working on the cuffs.

Roger quiets like a child for a moment as Valiant saws feverishly. Then Roger slips his hand out of the cuff and holds his side while Eddie keeps sawing.

Valiant saws a couple more strokes before the realization of what Roger's done hits him. His face darkens. Roger sees the look and sheepishly tries to recover by sticking his hand back in the cuff.

Valiant looks at Roger like he's about to brain him. Roger pulls his hand free again, and cowers out of range. Valiant just rubs his forehead.

Valiant throws the pattycake picture down on the table. Dolores and Roger both examine it closely.

Dolores whistles over his deductions.

Valiant finishes sawing the cuffs. He stands and throws the cuffs aside. Valiant and Dolores go to the door. Roger follows them eagerly.

Valiant turns.

He slams the door.

He's in a booth in the middle of a business lunch.

WIDEN THE SHOT to REVEAL that Maroon's sharing a booth with BUGS BUNNY and his AGENT. Bugs is chewing on a carrot.

ACROSS THE ROOM

A MAITRE D' is leading Valiant and Augie, the deaf-mute to a table by the door.

Augie nods his head. They sit and pick up the menus. Augie takes one peek and looks at Valiant, alarmed. He scribbles a note. Valiant reads it.

Valiant gets up from the table and starts across the room.

AT MAROON'S BOOTH

Now Valiant arrives, pulls up a chair from next table and sits down.

Valiant takes an enlargement of the pattycake shot and puts it on the table in front of Maroon. We can clearly see the will sticking out of Acme's pocket.

Valiant stands and departs. But his visit has done it's trick. Maroon looks l'ike he's seen a ghost. We FOLLOW Valiant across the room to his table where Augie is blissfully attacking a shrimp cocktail.

Augie nods enthusiastically. Valiant keeps an eye on Maroon's booth. Now he nudges Augie as Maroon excuses himself and goes into the phone booth just outside the door. Augie puts his shrimp fork down and picks up his pencil.

AUGIE'S POV

We see Maroon talk on the phone MOS. As his lips move, Valiant supplies his words.

BACK TO SCENE

Valiant is reading of Augie's pad as Augie reads Maroon's lips, and scribbles down what he says.

Augie looks up from his scribbling to exchange an eyebrow raising glance with Valiant. Then he turns back to Maroon again.

Augie stops writing as Maroon hangs up the phone.

Augie shrugs his shoulders. Disappointed, Valiant lights a cigarette. Now Augie elbows him and gestures across at Maroon, who's making another call. Augie starts writing again.

Maroon hangs up the phone and comes out of the phone booth. He hustles out of the room. Valiant stands.

Valiant drops a twenty on the table and pats Augie on the back.

A CARHOP wheels a yellow Packard up in front. Maroon climbs in and ROARS off. Valiant ENTERS THE FRAME. He looks after Maroon, then calmly starts walking down the driveway.

A Red Car pulls up. Valiant climbs off. He calmly crosses the street and ducks behind the cemetery entranceway as Maroon's Packard ROARS through.

As Valiant starts to walk up the hill...

THE ACME FUNERAL SITE - LONG SHOT - DAY

A hearse, and a line of black limos are parked in the lane. Nearby, Marvin Acme's funeral is in progress. Clustered around a gravesite are the mourners... TOONS of every stripe. There's MICKEY MOUSE comforting MINNIE. TOM AND JERRY. HECKLE AND JECKLE. CHIP 'N DALE. Everyone from the famous to the not so famous is in attendance. The eulogy is being delivered in a familiar blustery Southern VOICE. It's FOGHORN LEGHORN.

Foghorn Leghorn dramatically points skyward.

NEW ANGLE - VALIANT

is leaning up against a palm tree on the hill. We have been watching the proceedings from his POV. Now he sees Maroon's car pull up. He moves around to the other side of the tree as Maroon passes and starts wending his way through the crowd.

AT THE GRAVESITE

Foghorn Leghorn nods to the funeral DIRECTOR, a pasty-faced human in a black mourning coat. The Director starts to turn the crank lowering the coffin into the grave.

Much to the funeral Director's amazement, the crank starts PLINKING Out the tune to "POP GOES THE WEASLE". Now the Toon mourners pick up on it and join in.

The crank and SONG start going FASTER AND FASTER.

Suddenly half of the lid to Acme's coffin flies open and a harlequin CLOWN BOI-YOI-YOINGS out. The funeral Director faints dead away as the Toon SOBS turn to LAUGHTER. The Toons turn and head away from the grave comforted by a funeral befitting a gag king. They climb into their cars and SCREECH off like the start of the Indy 500. One mourner is left at the gravesite. Sitting in a chair dabbing at her eyes with a handkerchief is Jessica Rabbit. Maroon walks up behind her.

Jessica turns, startled. She stands and faces Maroon.

VALIANT

smiles and leans in. This is the moment he's been waiting for. Now just as the conversation begins, it is drowned out by the NOISE from a LAWN MOWER. Valiant turns to see a GARDENER riding around on a small tractor cutting the grass. Valiant tries to flag him down as he watches Maroon and Jessica having an arguement. There's accusatory finger pointing. In pantomime, Maroon gestures into his pocket as if describing the position of Acme's will.

Jessica tries to leave. He grabs her arm. They're screaming at each other but we don't hear a word. Valiant waves frantically for the Gardener to cut the machine. But the Gardener misconstrues it as a friendly greeting and waves back. Valiant turns in time to see Jessica kick Maroon in the groin and stomp off to a red Auburn Speedster. She jumps in and speeds away as Maroon staggers back to his car. The Gardener stops the tractor next to Valiant. He SHUTS OFF THE ENGINE. The cemetery is completely still again.

A Steinway piano truck is parked next to the stage door. TWO husky PIANO MOVERS are rolling a baby grand up the ramp to the stage door. They knock on the door. The Gorilla opens it and they muscle the piano inside. After a moment, they reemerge. We FOLLOW them back to the truck where a second baby grand stands ready to be moved.

MOVER #1 I don't know about you, but it makes me sick to think of these beautiful pianos gettin' chopped into match sticks every night by those screwy ducks.

Struggling, they push this second piano into the club.

They roll the piano over to the wall and park it next to the first.

MOVER #2 (shakes head) And they call it entertainment.

As they go out the stage door, MOVE IN on the baby grand.

INSIDE THE PIANO - VALIANT

is lying prone -- using the Steinway as his own Trojan Horse. He lifts the piano lid to climb out, but then HEARS FOOTSTEPS approaching. He lowers the lid again. Now someone starts testing the keys. We see the hammers strike the strings, RUNNING UP THE SCALES until they reach the one under Valiant's nose. The hammer whacks Valiant's nose on the backswing and strikes the string making a terrible SOUR NOTE.

Valiant's eyes widen.

ANGLE ON PIANO

as the VOICES of Daffy and Donald recede, Valiant raises the lid and quickly climbs out. He eases over to Jessica's dressing room. As he starts to open the door, he HEARS SCUFFLING from inside. Valiant puts his ear to the door. More SCUFFLING. Valiant straightens, then suddenly whips the door open and flicks on the light.

Nobody's there. Perplexed, Valiant closes the door behind him and checks behind the dressing screen. In the closet. No one. He shrugs and starts to search the room. He goes to Jessica's dressing table and rifles the drawers. In her purse he discovers a Toon revolver. He examines it.

Valiant puts the gun back in the purse and closes the drawer. As he stands, he pauses to consider a Hurrel-like black-and-white photo of Roger Rabbit in a silver deco frame. He's dramatically posed with a cigarette like he was Tyrone Power.

Valiant shakes his head and turns from the table. Something catches his eye.

ANGLE ON FLOOR

Behind the dressing table, the corner of a piece of blue paper peeks out. Valiant stoops down and fishes it out. It's a cover for a legal document -- "Last Will and Testament -- Marvin Acme".

VALIANT

stands, pleased. He opens the blue folder. But it's empty. Valiant puts it in his inside pocket and turns to go when suddenly an unseen hand flicks the lights off.

We can't see anything in the darkness. But we hear the SOUND of A FISTFIGHT. There's the CRASHING of lamps and furniture breaking. Now the door opens for a second as the assailant escapes. Light floods in the room, illuminating Valiant on the floor with a curtain wrapped around his head. As he struggles free the door closes. The room is dark again. Valiant scrambles to the door. When he whips it open, REVEAL the Gorilla framed in the doorway. Valiant is frozen. The Gorilla flicks on the light. He smiles wickedly.

Valiant tries to make a break for it. WHAM! The Gorilla lays him out cold with a right cross.

FADE IN:

VALIANT'S POV FROM FLOOR

As his vision comes INTO FOCUS, Valiant sees the Gorilla, Jessica Rabbit, the Weasles and Judge Doom are standing over him.

THE WEASLES

pull a groggy Valiant upright and plop him in a chair in front of Doom.

Valiant nods toward Jessica, who stands coolly smoking a cigarette.

Valiant reaches into his pocket. But the blue envelope is gone.

The Gorilla makes a move for Valiant. Doom stops him.

The mention of Toontown has a visible impact on Valiant.

As the Weasles drag Valiant out of the room...

The Toon Control Wagon streaks along with the cat SIREN WAILING. It flashes by then slams on the brakes at the entrance to an eerie tunnel. A sign next to the tunnel says: "Toontown".

The Weasles look over at the bound and gagged Valiant. One of them turns Valiant's head to look at the Toontown sign.

WEASLE #1 What're you shakin' for? Didn't you have a good time last time you were here?

With a wicked WHEEZE, the driver floors it.

The wagon disappears into the murky darkness. PAN UP to the night sky.

THE SKY - MORNING

PAN DOWN to the tunnel. We can't see into the darkness but we HEAR HOOTING and HOLLERING from within. GUNS going off, FIRECRACKERS EXPLODING, WHIPS CRACKING, all accompanied by the WHEEZING LAUGHTER of the Weasles.

WEASLE #1 (O.S.) Soo-eey! Soo-eey!

WEASLE #2 (O.S.) Let him go, boys. I think he's got the message.

After a beat, Valiant comes staggering out of the tunnel. He's got a burlap sack over his head tied around his waist. Behind him, the Weasles emerge holding paint cans and brushes. They watch as he trips and falls by the side of the road. The Weasles GIGGLE victoriously and head back inside. Valiant lies there for a moment, catching his breath. Then he struggles to free his hands. Finally he rips the sack off his head and sits up.

CLOSE - VALIANT

We see he's got a huge Toon pig with a goofy grin painted over his head. Valiant pulls and tugs on it, but this is a costume that won't come off. Valiant curses, gets to his feet and stumbles down the road.

Valiant gets in the back of the line of PASSENGERS boarding the Red Car.

steps aboard. The Trolleyman, who we recognize as Earl from the Terminal bar, does a double-take when he sees the ridiculously silly looking man/Toon.

Earl breaks the news to Valiant soberly.

Valiant tries to pull the brim of his hat down. But it's comically small on the huge head. He makes his way down the aisle past a veritable gauntlet of RAZZING, poking, tripping PASSENGERS. Finally he finds an empty seat in the back as the Red Car starts up.

A LITTLE KID

wearing a baseball cap is sitting a few seats away with his MOTHER. The Kid looks back at Eddie and laughs. He leans over and whispers something to his Mom.

The Kid takes his baseball bat and approaches Valiant innocently.

The Kid starts to take a swing with the bat.

The Kid's eyes widen in terror. This is not a typical Toon response.

We hear the SOUND of the SHOWER. Valiant's hand reaches out past the shower curtain and grabs for a bottle. But it's not shampoo. It's turpentine.

CLOSE - TUB DRAIN

The water swirling down the drain is tinged with paint of different colors.

CLOSE - VALIANT

He scrubs manically until the last of the pig head is gone. He rinses off and he feels around his face. The absence of the Toon mask seems to bring him some relief. He shuts off the shower and slides the shower curtain back.

VALIANT'S POV - JESSICA RABBIT

is leaning up against the doorjamb, dressed as usual, in a black cocktail dress with elbow length gloves and pearls.

Jessica, caught in her lie, flutters her eyelids nervously.

As she hands him a towel, she stares down at his anatomy.

Valiant looks down at what she's referring to.

Jessica takes a cigarette out of her purse. She lights it and blows a cloud of Toon smoke. It forms a recreation of what she describes.

Valiant waves at the smoke scene, dispelling it.

Valiant reaches behind him and picks up a small cup on the sink.

Jessica breaks down and starts sobbing.

She comes to Eddie and hugs him, burying her head in his shoulder.

Valiant looks down at the luscious creature in his arms, considering the request. The moment is interrupted by the CLEARING of a VOICE.

Valiant, still in just a towel, sheepishly turns to face Dolores, who's standing in the doorway.

Dolores regards Jessica with undisguised contempt.

Jessica straightens her dress.

Jessica blows Eddie a TOON KISS which flies across the room, landing on Eddie's cheek. She saunters past the smoldering Dolores and out the door. Dolores walks to Eddie and peels the kiss off his cheek. She crumples it up and throws it down in the wastebasket.

As Valiant considers this new development, he cocks an ear. In the distance, we HEAR FAINT SINGING.

As Valiant grabs his pants...

Roger's out all right. In fact, he's using the bar as a stage for a song and dance number. The tune is extremely familiar. In fact, it's the one that opens every Warner Brothers cartoon... The Looney Tune Anthem. But we've never heard words to go with it.

Roger grabs Augie's pad and pencil, scribbles some drawings lightning fast.

Roger flips through the pad which in crude animation, shows the story of Roger and Jessica getting back together, culminating in them kissing in a heart. Augie's delighted.

Roger does backflips and acts like an escapee from the acute ward.

THE DOOR OPENS

Eddie and Dolores enter. Valiant stops in his tracks at the sight of Roger's performance... and the smiles on the faces of the sourpusses.

CLOSE - ROGER

doesn't see Eddie. He moves into the next verse. He twirls around on the post.

Roger goes to Angelo, lifts off his cap, and whacks his toupee, making it spin like a top.

All the regulars in the bar have a good laugh at that one. Now as Roger twirls around on the post, he smashes into a bar tray held by Eddie. Valiant carries him toward the back room, but the irrepressable entertainer gets on his knees Al Jolson style and blows kisses to his audience. The regulars are HOWLING as Roger is carried out.

Valiant flings Roger into the room and slams the door behind him.

That guy Angelo would rat on you for a nickel!

Valiant takes his fist back to belt Roger. Roger stands stoicly, jaw thrust forward, eyes closed.

Valiant drops his fist and rubs his temples with frustration.

Valiant grabs Roger by the scruff of the neck and opens the door. But he ducks back in quickly.

VALIANT'S POW - THROUGH DOOR - JUDGE DOOM

has entered the bar. He stands FRAMED in the doorway, Voltaire perched on his shoulder. The red light of the neon sign flashes on his glasses making him look like he's got burning coals for eyes. With the Weasles at the door backing him up, the satanic Doom walks to the bar, his FOOTSTEPS CREAKING along the wooden floor. He surveys the scene, leans over the bar for a glass. Doom holds the glass up to the light and looks at it disgustedly. He picks up a bottle of scotch and carries it down to where the one-armed Soldier is sitting. Doom stares at him, then pulls the empty sleeve out of the amputee's pocket. He uses it to wipe the inside of the glass.

The barflies avoid Doom's stare and shoot covered glances to one another. But nobody says a word. Doom pours a drink into his newly cleaned glass... then gently pours it down Voltaire's gullet.

Doom squashes the Midget's head down to approximate the size.

Doom turns to Dolores.

Doom walks around Dolores toward the back. But Doom stops next to the blackboard. On it is written: "Today's Special - French Dip - $ .50". Doom erases the "French" and the decimal point in front of the "50". Then he picks up the chalk and starts to write. The CHALK SQUEAKS excruciatingly on the blackboard. Everyone winces but watches anyway, as Doom writes "Rabbit" where the "French" was, and adds the zeroes to the "50". It now reads: "Rabbit Dip - $5000".

AT THE BAR - ALL EYES

are fixed on the figure on the blackboard. Angelo licks his lips.

Angelo looks defensively at all his cronies and back to Doom.

But instead of pointing to the back of the bar, he talks to the empty barstool beside him.

The tension is broken. Everybody at the bar starts HOWLING.

Roger turns to Eddie victoriously.

IN THE BAR

Doom stares down the regulars until the laughter stops. Meanwhile, a Weasle has started sniffing around the bar where Roger was dancing. As Doom turns to leave, the Weasle whispers in his ear as he points to the back. Doom smiles and pats the Weasle on the head. He turns to Angelo and the others.

The Weasle bloodhounds through the bar with Doom striding after him. We FOLLOW them to the door to the back room. Doom rips the door open.

It's dark. Doom flicks on the light. REVEAL Valiant on the cot, his pint bottle cradled in his arm. He blinks as if awakened from a drunken slumber.

Valiant plumps the pillow behind his head.

WEASLE #1 (sniffs) He's in here all right, boss.

Suddenly the Weasle grabs the pillow from under Valiant's head and carves it to shreds with a switchblade. Feathers fly. But no rabbit fur.

WEASLE #2 Youse want we should take the place apart?

The rest of the Weasles are arrayed behind Doom with Toon crowbars, picks, and a jackhammer.

Doom walks over to the locker.

Doom raps on the locker with his knuckles. Da-da-da-da-da... It's a familiar pattern that demands a Da-da response. Doom moves to the desk and tries it again. Da-da-da-da-da...

INSIDE A MAXWELL HOUSE COFFEE CAN

Roger is hiding while sweating out the urge to finish the familiar coda. We HEAR the RAPPING again, closer. Da-da-da- da-da... Roger's biting his nails.

DOOM

moves to the milk crate the coffee can is on. Valiant gets up off the cot.

Doom just smiles and knocks the pattern out on the crate.

Roger bursts out of the can with the lid on his head. He responds con brio.

PSSSHEW! Roger flies out the door.

He streaks across the bar and out the front door. After a beat, two Weasles step into the bar holding the butterfly net they had stretched across the door. They WHEEZE with glee at the struggling Roger trapped inside. A third Weasle carries the Judge's briefcase.

Doom strides confidently into the bar.

Valiant and Dolores are led out by a couple Weasles holding guns on them. As Doom snaps the briefcase open on the bar, the twelve Kangaroos pop up in their jury box. Doom raps on the bar with his gavel-headed cane. The regulars watch the bizarre scene in stunned silence.

The Weasles display photographs of Jessica and Acme playing pattycake, a blow-up of his fingerprints spelling RogerRabbitRogerRabbit in the whorls on the photographs, and a picture of Acme lying under the safe.

Once again the Kangaroo court wastes no time delivering the verdict. The Baby Kangaroos pop up with their Y-O-U A-R-E G-U-I-L-T-Y signs.

Doom slams the briefcase shut. Now two Weasles wheel the stainless steel tub filled with dip into the bar. Another hands Doom his black rubber gloves.

Doom pulls on the rubber gloves.

Valiant pours a glass of whiskey filling it all the way to the rim. He holds it out to Roger.

He grabs Roger's hand and forces the drink into it. Roger shrugs his shoulders and shoots the drink down. We've seen the reaction before. Suddenly Roger's head turns into a STEAM WHISTLE emitting such a PIERCING BLAST that is sends everyone into ear-grabbing agony. Glasses, bottles, mirrors, even Doom's glasses SHATTER. Valiant uses the distraction to punch the Weasles holding Roger. He grabs the rabbit by the scruff of the neck. He gets as assist from Augie, who couldn't hear the noise. Unfazed, Augie whacks a Weasle on the head with a barstool. The Midget crawls behind Doom, who's been momentarily blinded. The one-armed Soldier pushes him over. Angelo is turning one Weasle's head around and around like a cruller. Finally, Doom gets to his feet.

As the Weasles regroup, Valiant tips the stainless steel tub over sending the dip spilling toward them. The Weasles recoil from the liquid. Even Doom takes a step backward.

Eddie and Roger race down the stairs and toward the Toon Control Wagon which is parked in front of Doom's Lincoln,

Valiant opens the door of the Toon Control wagon, and flings Roger inside roughly.

Eddie goes to start the vehicle but the key is gone. Now from behind them comes a DEEP RUMBLING VOICE somewhere between Lord Buckley and Barry White.

VOICE Excuse me, gentlemen...

Eddie and Roger turn. A snazzy TOON ROADSTER whose grill functions as it's mouth is talking from behind the liquid bars.

Valiant sighs with resignation and slides out of the cab, Roger in tow.

Eddie and Roger come racing around the side of the wagon. Valiant searches the back of the truck for the on/off switch. He finds it and turns off the flow of acetone. The Roadster zips out of the truck and lands on the pavement, already flexing and limbering. Behind him, a comical number of other TOON DETAINEES hop out like midgets out of a Volkswagon.

They all head for the hills.

ANGLE ON TERMINAL BAR - THE WEASLES

come piling out. They stack up like an Indian totem pole searching every direction. One of them spots Eddie and Roger. The Weasles stumble all over themselves in a mad scramble down the stairs.

EDDIE AND ROGER

hop into the sleek two-seater. Valiant looks at the myriad of goofy cartoon gauges and switches on the Roadster's dashboard.

With a ferocious RUBBER BURNING SQUEAL, the Roadster ROARS off in "no frames". The exit is so fast that Eddie and Roger are left behind, hanging mid-air. But before they hit the ground, the Roadster zips back INTO FRAME. Eddie and Roger fall back into their seats. The Roadster bends around so his grill is facing them.

The Roadster ROARS off again in a cloud of Toon dust.

coming the other way. It's followed by another squad car, both with SIRENS BLARING. When the red blur streaks by, Lt. Santino turns to his PARTNER.

Santino's car does a 180 degree spin, and goes after the Roadster. The second squad car follows. The Weasles pile into the Toon Control wagon and join the chase.

rockets down the street, then takes a turn so wide that it drives up the front of the corner building, then back down on the sidewalk, just avoiding a newsstand. The squad car following is not so dexterous. It CRASHES into the stand, sending newspapers flying.

THE ROADSTER

looks back over it's shoulder, admiring his handiwork.

Up ahead, an egg delivery truck is double-parked in their lane. Benny snaps around just as they're about to crash into the back of the truck. There's nowhere to go. But Benny's cool.

Suddenly, just before impact, the Toon suspension on the car accordions up, giving it a clearance of about fifteen feet... just enough to get over the truck.

THE TOON CONTROL WAGON

doesn't come with this unique feature. It tries to avoid the truck but SMASHES into the back, splattering hundreds of eggs and sending the Weasles flying.

EDDIE AND ROGER

look down from their suspended position at the chaos behind.

The Roadster accordions back down to it's original height and speeds past TWO MOTORCYCLE COPS. The motorcycles ROAR after them.

Benny zig-zags through traffic, scooting between cars, but the Motorcycle Cops manage to stay on his tail. Up ahead, traffic is stopped in his lane. With nowhere to go, Benny passes a trolley car moving down the center of the street. Suddenly, he swerves in front of the trolley to elude the Cops... only to see another Red Car coming the other way.

Benny sucks in his girth and gets on his tip-toes as the trollies pass on either side of them.

WIDE SHOT

When the trollies clear, Benny staggers out from between them still on tip-toes. Benny plops down, squashes, then pops up to his old self again.

BEHIND THEM

The crippled Toon Control wagon is struggling to keep up. Voltaire circles above the truck and picks two Weasles up off the roof. They're each carrying several sticks of dynamite.

FROM THE AIR

We see Voltaire flying after the Roadster, which is speeding along the palm-lined Elysian Park Drive. The Weasles light the dynamite sticks and with WHEEZING delight, bombard the car below.

BENNY

swerves right and left dodging the EXPLOSIONS. Now a stick of dynamite falls into the back seat, fuse burning. Benny looks back.

Eddie and Roger turn to see the dynamite, fuse burning low. Valiant makes a desperate grab for it. But it rolls under the front seat. Roger jumps in Eddie's lap.

ABOVE - VOLTAIRE AND THE WEASLES

satisfied that they've hit their target, swoop back to the Toon Control wagon.

IN THE ROADSTER

Valiant tries to untangle himself from Roger.

Finally, at the last second, Roger reaches down and picks the dynamite up like a hot potato. He flips it out of the Roadster.

THE DYNAMITE

spins through the air, finally landing on the roof just as Voltaire and the Weasles arrive. BOOM! The Toon Control wagon is demolished. When the smoke clears we see the Weasles and Voltaire scattered roadside, faces blackened, feathers smoking.

Benny is leading a merry chase up and down the hills. Beside the two Motorcycles, there are half a dozen squad cars. But as Benny comes over the last rise, we see the road deadends at Echo Park Lake. The police have blocked off the perpendicular streets with squad cars. Eddie and Roger see the deadend fast approaching. Roger covers his eyes with his ears. Valiant braces himself.

Benny hits the brakes. Smoke pours out as they burn up and the momentum is barely broken.

The Roadster SMASHES through the wooden guard rail and sails out over the water. KERPLOP! It splashes down in the lake.

THE POLICE CARS

SCREECH to a stop at the edge of the lake. Santino jumps out and regards the floating Roadster. He turns to the other cops with a smirk. When he turns back again, the smirk disappears from his face.

ANGLE ON LAKE

Benny is calmly swimming away using his fenders to do the crawl. Now they pass a spooning COUPLE in a rowboat. The couple regard them open-mouthed.

THE EDGE OF THE LAKE

Benny nears the shoreline, touches bottom and wades out. When they hit dry land, Benny shakes off like a dog. He REVS HIS ENGINE.

As Benny ROARS off...

Benny peeks around the corner, then tip-toes into view. down the alley until he stops in front of a back door. Eddie and Roger climb out.

WHOOSH! Benny is gone. Valiant goes to the door and unlocks it. As he and Roger head up the back stairs...

A hand painted design on the rippled glass shows a knight on a white charger. On the shield in bold letters it says, "Veritas". And lettered around it -- "Valiant and Valiant - Private Investigation".

VALIANT

sticks his key in the door and unlocks it. Roger studies the banner.

He pushes Roger into the office.

It's a typical detective office -- a couch, a sink, a window -- except for the partner's desk in the middle of the room. There's a chair on each side. Valiant closes the door and locks it.

Valiant picks up some yellowed newspapers off the couch and dumps them on the floor. They leave a clean spot on the couch.

Roger walks over to the wall. He takes a framed picture off the wall which shows two guys clowning with Mickey Mouse.

Valiant grabs the picture from Roger and re-hangs it.

Valiant stretches out on the couch. Roger nudges him to move over so he can lie down. Grudgingly, Valiant slides over a fraction giving Roger a tiny piece of the couch. They lie head to foot.

CLOSEUP - VALIANT

The problems of the day are knitting his brow. Finally his eyes close. After a beat, we HEAR Roger SNORING. It's LOUD. Valiant's eyes pop open. He rolls over. WIDEN THE SHOT to see what he sees.

ABOVE ROGER'S HEAD - A TOON DREAM BUBBLE

has appeared. Inside the bubble is a saw sawing back and forth through a log. It is SYNCHRONIZED to the SOUND of Roger's SNORE. Valiant kicks Roger, trying to stop the infernal SOUND.

Roger sits up.

In the dream bubble, the saw cuts through the log. One end of the log falls out of the bubble and BONKS Roger on the head, knocking him unconscious. Valiant shakes his head and closes his eyes again. We PAN UP off his face and PAST the window where the sun is setting. As the CAMERA MOVES ALONG THE WALL, we see a gallery of framed newspaper clippings. "Valiant and Valiant Crack Popeye Kidnapping - Return Sweepea to Loving Arms of Parents". And... "Brothers Find Brothers: Heckle and Jeckle Rescued From Redwood Forest!" And... "Goofy Cleared of Atomic Spying Charges". The PAN CONTINUES until we get to the window again. Now it's dark outside. MOVE DOWN to Valiant's sleeping face. He stirs. then opens one eye. Now they both pop open at what he sees.

VALIANT'S POV

Roger has a magnifying glass an inch in front of his face that distorts his grinning face hideously.

VALIANT

startled from his sleep, reflexively shoves Roger away from him. He flies into a swivel chair and goes spinning around.

Now the PHONE on the desk RINGS. Roger makes a move to it.

The PHONE RINGS TWO MORE TIMES and stops.

Valiant goes to the phone anticipating a RING which comes after a moment. Valiant picks up the receiver.

INTERCUT:

DOLORES

on the phone in the Terminal Bar.

Dolores hangs up the phone.

VALIANT

He CLICKS the switchhook and dials.

CLICK. Maroon has hung up. Valiant hangs up the phone and goes to a wall safe. He spins the combination.

Valiant reaches into the safe for a .38 revolver. He checks the cylinder. Then he takes out a wooden box about 8" X 12". He closes the safe, picks up a black doctor's bag and puts the box and the revolver into it.

Valiant goes to the door, pauses.

Valiant closes the door, leaving Roger alone. Roger paces back and forth manically.

The lot is dark and deserted. Now headlights cut through the darkness as Maroon's Packard pulls up in front of the Administration building.

reaches over and opens the glove compartment. He takes out a small automatic. But his hands are so slippery with perspiration, it falls to the floor. Cursing, he takes out a handkerchief, wipes his hands and his face and picks up the gun again. As he gets out of the car, we see the clock says 8:55.

Maroon hustles up to his office door. He looks nervously over his shoulder, then goes inside.

Maroon switches on the lights. He goes to his desk. He takes out the gun and puts it in the left hand drawer. Then he takes it out and puts it in the right hand drawer. Then back to the original drawer. Finally satisfied, he goes to the bar to calm his obviously shattered nerves. As his shakey hand starts to pour from the decanter, another hand comes INTO FRAME.

Maroon jumps back as Valiant steps from behind the curtain, holding his black bag.

Valiant takes over the pouring duties. He turns and carries Maroon's drink to him. Maroon goes and sits down in his chair. He looks to the pistol hiding place. Valiant casually sits on the desk, putting his legs over the drawer.

Maroon gets up from his chair, highly agitated.

Maroon eyes Valiant's black bag.

ANGLE ON WINDOW

A gun pokes through the open window past the curtain. It's a Colt .45 Buntline -- an unmistakeable gun with an extra long barrel.

VALIANT

sees a reflection of the gun on the glass on a movie poster on the wall. He turns. But it's too late. BANG! BANG! BANG! Maroon crumples, caught mid-sentence. Valiant dives behind the desk and draws his gun. He looks over at Maroon's dead body on the floor.

Valiant crawls to the window where the shots came from. He looks out.

VALIANT'S POV

The comely silhouette of Jessica Rabbit runs to her car, jumps in and ROARS out the the studio gates.

VALIANT

grabs his black bag, climbs out of the office window and jumps off the fire escape to the lot below.

Valiant hops into Maroon's Packard. He hits the starter button and takes off after Jessica.

NEW ANGLE

as the car pulls away, the trunk lid lifts. Roger Rabbit peers out, disoriented. Then closes it.

Jessica's car speeds along. Valiant is in close pursuit in the Packard. He's about to catch up on the straightaway when Jessica's car disappears into a tunnel.

VALIANT

slams on his brakes. The Packard goes fishtailing, finally spinning to a stop at the foot of the "Toontown" sign.

Valiant gets out of the car. He looks down the tunnel. He's sweating. He loosens his necktie. He paces back and forth at the tunnel mouth. He looks up at the Toontown sign and suddenly smashes it with his fist. It spins around like a weathervane.

Valiant walks to the Packard with purpose. He grabs the black bag and puts it on the hood. He opens it and takes out the wooden box.

CLOSE - BOX

as the clasp is popped and the box opened, REVEAL a stunning presentation model TOON .38 resting on crushed velvet. It's everything a real gun could be... and more. Each feature is exaggerated... the barrel, the cylinder, the ivory grips are all Toon-sized.

VALIANT

picks the gun up and hefts it respectfully. Then he opens an ammo section in the wooden box. SIX TOON .38 DUM-DUM BULLETS are in velvet creases. The Toon Bullets blink to life as if awakening from a long sleep.

DUM-DUM #l (rubbing eyes) Eddie... is that really you?

DUM-DUM #2 What year is it?

DUM-DUM #3 Who won the war?

DUM-DUM #4 Who do you think, dummy?

DUM-DUM #5 Welcome back, Eddie.

DUM-DUM #6 Where you been the last five years?

He opens the cylinder.

The Bullets eagerly dive into their respective chambers. He snaps the cylinder closed, reaches into his shoulder holster and takes out the pint bottle. He unscrews the cap and pours the rest of the booze onto the ground. When it's drained, he flings the bottle in the air and FIRES the Toon .38. KA-POW! It makes a SOUND like a CANNON.

THE TOON BULLET

climbs like a rocket into the dark sky. It SCREECHES up to the bottle, puts on the brakes. The Bullet puts on a jeweler's eyepiece, then it whips out a little hammer and chisel acd delivers one delicate tap.

VALIANT

watches as a cut glass chandelier falls out of the sky and CRASHES at his feet. Valiant holsters his weapon and climbs into the Packard. He puts it in gear and pulls into the tunnel.

IN THE TUNNEL - DRIVING

As Valiant heads toward the proverbial light at the end of the tunnel, suddenly the CAR RADIO COMES ON.

Valiant turns the on/off switch, then punches all the buttons but to no avail. The SONG PLAYS ON anyway.

As Jimmy croons on, Valiant emerges from the tunnel.

VALIANT'S FOV

Through the windshield we see we have arrived in Toontown, where it's a beautiful sunny day. Eddie is now driving down a phantasmagorical boulevard in a completely animated world. It's a Max Fleischer version of a city neighborhood. The trees and buildings are swaying in time with the MUSIC. Eddie looks to his left and sees a huge Aphrodite-like hood ornament on the front of a TOON CAR. Then as the car starts to pass him he sees hood... hood... hood... more hood then a CHAUFFEUR, then more car, and finally the Wolf we remember from the Ink & Paint Club. He's in top hat and tails, a TOON LAMB in the passenger seat. He tips his hat.

Now he drives past a Toon building under construction. Like everything else in Toontown. the construction company sports the name "Acme". The sign out frontsays: WATCH OUR PROGRESS. Eddie looks up, and before he can drive by, the building gets built floor by floor with accompanying SFX in about two seconds.

Up ahead, the street is clear for blocks. Then suddenly cars pour out of all side streets at once, clogging the boulevard like arteriosclerosis. There is mad HONKING in this cartoon traffic jam. Eddie shakes his head. He pulls over, parks and gets out.

Valiant pulls out his Toon .38. Suddenly, the street empties in the blink of an eye. Shutters close, and the sidewalk rolls up like window shades. It's so quiet you could hear a pin drop. In fact, a PIN DROPS from a second story window, landing with the CLANG! of a manhole cover. All is quiet again. Valiant starts across the street -- there is a CREAK behind him. Valiant whirls around, levelling his pistol at the sound.

ANGLE ON PACKARD - ROGER

peeks out of the trunk of Maroon's car.

Valiant lowers the gun as Roger emerges.

Valiant reaches into the black bag in the car. He comes out with a pair of TOON HANDCUFFS. He slaps one on Roger's wrist.

Valiant drags Roger to the steering wheel.

He locks the cuff to it, and heads across the street.

AROUND THE CORNER - VALIANT

stops at a street sign. The post is bristling with fingers pointing in different directions; i.e., Poughkeepsie, Transylvania, Walla Walla, South Pole (the finger points down of course), and finally a finger which says: The Dame. Eddie follows the finger down the side street to a high rise building.

He catches a glimpse of Jessica darting into the elevators. Valiant hustles inside after her.

Valiant goes to the elevators, and watches the floor indicator spinning round and Round, finally stopping with a BING at the 125th floor. The elevator doors open and Valiant steps on.

IN THE ELEVATOR

Valiant punches 125. Suddenly the elevator takes out with such velocity that Valiant is thrown to the floor. After a moment, it stops so fast that he hits the ceiling. Then bounces back to the floor as the doors open. He picks himself up and steps off the elevator.

He's in a foyer with four doors. Valiant opens the first and steps inside. He disappears.

NEW ANGLE

Valiant is on the outside of the building hanging onto a flagpole for dear life. He looks down at the street which looks miles below. Valiant inches back along the flagpole to the door and pulls himself to safety.

INSIDE - VALIANT

tries the next door. This time more carefully. A SPEEDING TRAIN is coming right at him. He slams the door. He tries the next one. A homely OLD TOON LADY is in a bathtub. She lets out a BLOODCURDLING SCREAM. Valiant closes that door quickly, and turns to the last. When he opens this one, we HEAR FOREBODING MUSIC. We see...

A DARK ALLEY

Warily, Valiant walks into the alley, gun drawn. There's a NOISE behind the garbage cans. Valiant turns as a DEAD BODY with a knife in his back falls out of the shadows at Valiant's feet. A SQUEAKY VOICE comes from behind Valiant.

VOICE I guess they didn't clean up after the last moider.

Valiant whips around to see a TOON RAT perched on a skull picking his teeth. Valiant kicks the skull. The rat scrambles for cover.

As Valiant continues on, we see...

JESSICA RABBIT

Steps out of the shadows behind him and aim the gun at his back.

Valiant turns slowly to see Jessica's got a bead on him with her revolver.

BLAM! She fires. But Valiant's still standing. We HEAR a CRASH behind Eddie as a figure falls into some boxes from a fire escape above.

Jessica runs past Valiant to the figure. He follows, bewildered.

ANGLE ON GROUND

We can see two rabbit ears sticking out from behind a box

Jessica moves the box aside and tugs on the rabbit ears. The rabbit head pops off. Underneath is a Weasle. In his hand is the Colt .45 Buntline.

As they run down the alley...

THE PACKARD - ROGER

is behind the wheel making ENGINE NOISES like a little kid. He pushes all the buttons, windshield wipers, convertible top, etcetera, until he accidentally hits the starter button. VROOM! The Packard fires to life. Roger's startled for a moment, but quickly regains his composure.

He throws it into gear. The Packard bucks into the car in front of it. Then Roger shifts again. The same process is repeated in reverse. He SMASHES back and forth. BANG! BANG!

AROUND THE CORNER - EDDIE AND JESSICA

come racing down the street.

Valiant rounds the corner and points toward the spot where the car used to be. But all that remains is a crumpled bumper.

He shakes his head and looks around for signs of Roger.

THE PACKARD

is careening down Toon streets totally out of control. Panicked, Roger is spinning the wheel as if it were a motorboat. He drives in one side of Mother Goose's Shoe and out the other, diapers all over the windshield. Unable to see, Roger steers right off the road. The car hurtles through space. As it starts to fall, we see it's Toon Monument Valley. The Packard passes a promontory on which WILE E. COYOTE is perched. As Roger passes, he waves to the Coyote.

EDDIE AND JESSICA

who are now facing a squad of TEN Toon Control Weasles. They unleash a fusilade of bullets.

Valiant knocks Jessica to the ground. The bullets pass harmlessly overhead going into the window of the Acme Cheese Shop, riddling a round of cheese. The CHEESEMAKER'S hand comes INTO FRAME changing the sign that says "Gouda" to "Swiss".

Valiant rolls and FIRES his Toon .38 Special. The Toon Bullet turns into a cannonball, which rolls down the street busting up the Weasle squad like a bowling ball through ten pins.

As Eddie pulls Jessica to her feet, two more Weasles descend on them. They fling Toon knives, which pin Eddie to a wooden fence. Valiant rips one hand free, and BLASTS two shots at them.

The Toon Bullets get to the Weasles, and open their nose cones. Two frying pans emerge and BONK the Weasles on the head.

Jessica starts to pull the knives out, releasing Eddie.

Valiant sees a Weasle skulking at them with a tommygun. BLAM! Valiant fires at him. The Weasle ducks back around the corner. But Valiant's Dum-Dum SCREECHES to a stop and goes around the corner, too. We HEAR an EXPLOSION. The Weasle come staggering out and falls in the street.

Now Weasles are coming at them from every direction. Valiant aims the Toon .38 at a Toon tank rolling their way. But when he pulls the trigger, the gun just CLICKS. Empty.

Valiant shakes his head. Now they are completely surrounded by Weasles. The situation looks bleak.

Valiant jerks his thumb indicating the direction behind him. Suddenly, there's a rubber-burning SCREECH as Benny the Roadster arrives next to Valiant's hitchhiker-posed thumb.

Valiant does a take.

The Roadster looks back approvingly as Jessica climbs in with Eddie.

Benny blasts through a couple of Weasles. They swing back and forth like tavern doors, then topple.

He takes a hard right into the next block which is the Toon Arctic. His tires turn into skis. He slaloms back and forth between trees. The Weasles pursue on dogsled.

Benny grabs a striped barber's pole -- the North Pole -- and slides down it. They land in the Toon Sahara. Benny crawls up a large sand dune, his tongue hanging out of his radiator. He glances back at the Weasles who are mounted on camels, waving scimitars. When they reach the top of the sand dune, we see they're on the precipice of a bottomless chasm.

Benny takes a pencil hanging from a post lettered "Draw Bridge". He wets the pencil point and in a flash draws a bridge. It's a rickety rope bridge. Using the pencil as a balancing pole, Benny starts to tiptoe across.

The Weasles jump off t'heir camels and start filing onto the bridge after them.

When Benny finally reaches the other side, Valiant grabs the pencil from him and gets out of the car.

But Valiant stands facing the Weasles, who are charging at him, swords raised. With a sly smile, Valiant holds up the eraser end of the pencil. This freezes the Weasles. But as Valiant starts to erase a rope support, the eraser breaks off the pencil and falls down into the chasm. The Weasles WHEEZE with relief and advance for the kill. At the last second, Valiant takes the business end of the pencil and scribbles a handsaw. He grabs it by the handle and saws the rope. The bridge swings away, smacking the Weasles into the opposite canyon wall. One by one, they slide off and disappear into the abyss.

VALIANT

climbs back into Benny. The Roadster takes off again, making a skidding left turn onto the main drag. As they make their break into the Toontown tunnel...

A ten gallon drum is sitting by the side of the road under the Toontown sign. From in the tunnel we hear the SOUND of Benny's ENGINE coming closer. Now a foot comes out of the shadows and rests on the ten gallon drum. As the SOUND of the ROADSTER gets VERY LOUD, the foot kicks the drum over, spilling a clear liquid across the road.

NEW ANGLE - THE FOOT

belongs to Judge Doom. Doom smiles sadistically as the Roadster with Eddie and Jessica aboard comes shooting out of the tunnel. When Benny hits the liquid, he starts to skid.

His tires smoke, then disappear. It's a dip slick. Without tires, Benny spins out of control, finally ending up in the bushes roadside.

Before Eddie and Jessica can make a move, they are surrounded by a horde of Weasles pointing what looks like a hundred guns at them.

Doom opens one of the Roadster's doors and helps Jessica out. Valiant climbs out after her. The Weasles quickly relieve him of his Toon pistol.

The Weasles prod Valiant and Jessica into Doom's Lincoln. A Weasle refers to Benny WHIMPERING in the bushes.

Doom climbs into the car and it zooms off, Weasles jumping onto the running boards.

BENNY

crawls out of the bushes on his axles.

He makes it down into the drainage ditch, dipping his tootsies one by one. There's a HISS as they hit the water and the chemicals from the dip are extinguished.

Now Benny hears the SOUND of another VEHICLE COMING out of the Toontown Tunnel. He ducks down and peeks over the ditch to see...

ROGER IN THE PACKARD

come SCREAMING out of the tunnel backwards. Maroon's Packard looks like the winner of a demolition derby.

Benny stands and waves to him.

Roger sees him and slams on the brakes, skidding the Packard into the Toontown sign.

Benny hobbles over to the Packard. He pops his trunk and rummages around. He comes out with Toon boltcutters. He clips Roger's cuffs off.

Benny nudges Roger to the passenger side.

Now the Toon Roadster gingerly gets behind the wheel of the Packard. He hits the gas and the Packard lurches down the road.

Doom's car is parked inside. There are several other vehicles as well. There's a steamroller, a road grader, and a huge modified tanker truck. It's mounted with a thousand gallon vat, the contents of which are being stirred by a motorized unit. All the vehicles are marked with a large green four-leaf clover logo.

VALIANT AND JESSICA

are held at gunpoint by a couple of Weasles, while several others are busy JACKHAMMERING the brick wall at the far end of the factory. Doom pulls on his rubber gloves, turns to the Weasles.

Several Weasles rush for the opportunity to frisk Jessica. The head Weasle slaps the others away. Then WHEEZING laciviously, he turns to the task. He starts to move his hands over her body when Jessica stomps her heel on his feet.

The Weasle hops away angrily and quickly frisks Valiant. He turns to Doom and shakes his head.

AT THE BRICK WALL

The jackhammering has stopped. A Weasle plucks one brick out of the wall. Toon light beams through. He reaches into the hole in the wall and comes out holding a bunch of Toon bananas. WHEEZING wickedly, he passes them out to his compatriots. They devour the bananas, throwing the peels helter-skelter.

VALIANT

turns his attention from the brick wall back to Doom.

Doom goes to the truck and starts turning on valves and starting compressors. DOOM (continuing) In fact, they thought my concept so brilliant, that they offered me the Directorship of Transportation. I've accepted. (to Weasle) Bring me Mr. Valiant's gun.

The Weasle trots over and delivers Valiant's Toon .38. Doom inspects it. He reads an engraving on the frame.

Doom throws the gun on the ground. He pushes back a long lever on the truck, letting loose a tiny spurt of fluid from the discharge valve. The gun disappears.

have been watching the proceedings through a window. They turn to each other stunned.

BENNY/ROGER RABBIT Dip Toontown?

Roger scurries back to the Packard hidden outside the gates. He opens Valiant's black bag and comes out holding Eddie's real pistol. Benny comes tenderfooting up.

Reluctantly, Benny gets behind the wheel of the Packard.

Benny pulls away. Roger turns with determination and zips back to the window

Doom pulls the tarp off the top of the truck, revealing a modified water cannon.

is trying to jimmy open a window using his whole body for leverage. He finally pops the window open. Gun drawn, he climbs over the sill. And falls head first.

Roger splashes into the toilet bowl in the Acme washroom. He bobs up. He drains the water out of the pistol barrel and peeks over the bowl. He gets a determined look in his eye.

Roger starts to climb out of the toilet. He reaches for something to grab onto. Unwittingly, he gets the toilet chain hanging from the tank above. As he pulls himself out, the toilet flushes. Roger has only a moment to register a dumbfounded expression before he is sucked down the john.

IN THE FACTORY - DOOM

continues expansively.

We got the Red Cars, the best public transportation in the country.

Doom steps up into their faces. Behind him, several Weasles are fashioning a noose.

Suddenly Roger EXPLODES out of the drainage grate in the floor. His entrance sends the Weasles flying. Roger lands on his feet, James Cagney-like, levelling his gun on Judge Doom.

Milking the moment, he shifts the gun from one hand to another. He circles Doom, poking and prodding him with the gun.

POV OVERHEAD

We LOOK DOWN on the proceedings from high in the rafters. PULL BACK TO REVEAL we're watching from the POV of Voltaire, who's perched on the top inventory rack. Voltaire cleans his fingernails, casually.

Voltaire calmly nudges an Acme Ton-Of-Bricks off the shelf.

CLOSE - ROGER

He never sees it coming. SMASH! The bricks land on his head and bury him. The only thing we can see of Roger is his hand with the gun in it.

Doom picks the gun up. The Weasles drag Roger out from under the bricks. Big bright stars are circling his head.

Valiant shakes his head, but Jessica starts to laugh.

The Weasles twirl Toon rope around Roger and Jessica like a cocoon. They hook them on a power winch. Then hit a button and raise Roger and Jessica until they're suspended fifteen feet above the floor... right in the path of the Dipmobile.

Doom hands Valiant's gun to the head Weasle.

Doom turns and starts to walk away.

ANGLE ON GROUND

He steps on a Toon banana peel and goes flat on his keester.

THE WEASLES

always quick with a laugh, BREAK UP at their boss' misfortune. The one guarding Eddie is so overcome with LAUGHTER that he's slapping his thigh with his gun hand. Valiant sees his opportunity. He starts to make a move toward the distracted Weasle and almost gets his hands on the gun when:

The Weasle turns at the last second, sticking the barrel up against Valiant's nose. Doom gets to his feet. He glowers at the Weasle and knocks him on the head with the gavel head of his cane. Doom stalks out of the room.

The Weasles scramble to positions on the Dipmobile. One FIRES UP the ENGINE.

The streetcleaner brushes start to turn. The vehicle starts to creep forward.

Another Weasle climbs into the turret. He puts Roger and Jessica in the crosshairs of the cannon.

Beads of sweat break out on Valiant's face.

The Weasle, WHEEZING with evil glee, starts to press his finger to the trigger.

At the last second, Eddie shouts at the Weasle.

The Weasle turns to him.

Suddenly, Eddie breaks into the "Looney Tooney Song". The song Roger had sung in the bar. The silly voice that comes out of his mouth surprises everybody, especially Roger.

Valiant starts skulking across the floor. It's a cross between Groucho Marx and a Chuck Berry Duck Walk.

Valiant starts "hoo-hooing", slapping himself in the forehead. Now the Weasles start GIGGLING. They've never seen a human do this before.

Valiant flips into a handstand and starts walking on his hands.

He offers his foot to a Weasle who shakes it. The others HOWL. Eddie flips upright and grabs a stick of Acme dynamite.

Eddie takes a bite out of the Toon dynamite and acts like he's savoring it. The spectacle of this human doing this is too much to bear. Now the Weasles are rolling on the ground, holding their sides.

Roger means it. The Weasles are laughing so hard they're giving themselves heart attacks. Valiant spins around on the floor like a clock dial gone berserk.

One by one, the Weasles keel over... dead. Opaque WEASLE SPIRITS leave their bodies with wings and harps, and float heavenward, still laughing.

VOLTAIRE

alarmed at the scene below, grabs a brick and flaps toward the ceiling. He throws the brick through the skylight and flies out.

ON THE DIPMOBILE

The Weasle on the turret collapses onto the trigger. The unmanned dip cannon starts spraying, as the arm sweeps slowly back and forth like an, automatic lawn sprinkler.

VALIANT

hitches a ride on the last ascending Weasle Spirit, letting it hoist him to the top of the truck. As he moves the Weasle body off the trigger...

VOLTAIRE

CRASHES back through the skylight and swoops down on Eddie. He sinks his talons into Eddie's back and lifts him into the air.

As Valiant is being pulled skyward he reaches for something along the wall of inventory. He grabs a handful of Acme Small Pills and jams a couple dowm the buzzard's mouth. Instantly, Voltaire starts to shrink. As he gets smaller, he can no longer hold Eddie up. They both descend as Voltaire shrinks to the size of a chick.

The sprayer is swinging back towards Roger and Jessica. At the last second, Valiant reaches up and blocks it. It swings back the other way.

As Valiant scrambles up on the vehicle to turn it off, Voltaire has found a box of Acme Big Pills. He pecks into it... and after a beat, EXPLODES out of the box. He's now three times the size he was before. Voltaire flaps in for the kill.

Valiant reaches the turret just in time to swing the cannon around. The spray of dip blasts one of Voltaire's wings off. He spins earthward like a flaming Messerschmidt, finally landing in the dip vat and dissolving into a black pool.

Doom arrives just in time to see his pet bird dissolved. Angrily, he steps onto a giant Acme Mousetrap. He uses a piece of Acme cheese to spring it, catapulting him through the air.

Just as Valiant is about to turn off the dip cannon, Doom lands on the truck. He knocks Eddie off the turret with a flying tackle. They both hit the floor.

Doom gets up, leaving Eddie stunned. He sprints to where the Weasle had dropped Eddie's pistol. Finally Eddie shakes it off. He sees Doom about to reach the gun. He straps on a pair of Acme Rocket Skates, fires them up and shoots across the floor. He knocks Doom into a stack of Acme boxes, toppling the whole shelf down on top of him.

As the sprayer swings back toward Roger and Jessica, they have their last moment together.

They both close their eyes, waiting for the end. But it never cames. The truck runs up on some boxes and the sprayer arm swings back the other way.

Doom grabs an Acme slingshot, loads an Acme boulder and fires it at Valiant. BLAM! It whacks Valiant on the head, laying him out cold in front of the Cloverleaf steamroller,

Doom climbs into the steamroller and starts it up. He puts it into gear and starts it rolling toward Valiant.

Valiant comes around to see the huge roller bearing down on him. At the last second, Valiant rolls out of the way and grabs an Acme boxing glove. It accordians out and smashes Doom in the face. He goes flying out of the driver's seat, turning the wheel as he falls. The steamroller starts to turn in circles.

Valiant jumps Doom. But Doom is stronger. He throws Valiant off and starts whacking him with his fist. He pummels Valiant backward toward the drum of the steamroller. Valiant grabs the nearest thing for defense. It's a can of Acme Stay- Put Adhesive. He whips it up in front of his face. Doom puts his fist right through it, covering his hand with glue. He smiles at Valiant and hauls off again. Valiant ducks. Doom's fist strikes the top of the drum of the steamroller. Frantically he tries to pull it off. But it "Stays-Put". The roller starts to suck his fist down and under.

Jessica and Roger avert their eyes as the steamroller crushes Doom.

Valiant breathes a sigh of relief. He starts for the dip truck as the cannon swings back toward Roger and Jessica. But neither of them are watching the cannon. Their eyes are fixed on the ground behind the steamroller.

ANGLE ON GROUND

There isn't the messy pile of blood and guts you'd expect to see if a human got run over. Instead, we see that Judge Doom's remains have rolled out like a flat black pancake. After a beat, an edge curls up with a CREAK. Now the whole shape peels off the floor and wobbles to it's feet.

VALIANT

turns to see Doom stick his flattened thumb in his mouth. He blows, re-inflating himself. His glasses CRACK and fall off. Then his prosthetic eyeballs pop out. His teeth shatter and fall out of his mouth like china. Underneath his latex mask we can see his Toon mouth and evil red Toon eyes.

Doom takes the black rubber gloves off, REVEALING red hands with long fingernails. He makes his fist into an anvil and advances on Valiant.

BLAM! From ten feet away, he smashes Valiant with a bone- crushing punch. Valiant staggers backwards.

Doom spesks in a Toony high-pitched squeak. Valiant recognizes him now.

BLAM! Doom hammers Valiant again. He's defenseless against Doom's super human strength. BLAM!

Valiant goes sprawling to the ground. Now Doom's hand turns into a buzzsaw. He goes to administer the coup de grace.

With his last ounce of strength, Valiant grabs the Acme Boxing Glove. He pops it. The glove extends across the room, punching the release lever on the dip truck.

CLOSE - VALVE

A flood of dip gushes out of the valve and rolls toward Doom like a wave.

DOOM

SCREAMS as the torrent hits him with a CRASH. But there's no escape for him this time. The flood of liquid envelopes him at the ankles. He dissolves into it like a melting candle.

THE DIPMOBILE

continues forward inexorably. The arm is swinging towards Roger and Jessica. It gets closer and closer...

Valiant tries to get to the truck, but it's too late. The cannon has reached them.

CLOSE - ROGER AND JESSICA

They close their eyes, preparing to meet their Maker. But nothing happens.

The spray of the cannon suddenly peters out. It dries up in a harmless drip as the tank has completely emptied.

Valiant gets to the controls of the power winch. He hoists Roger and Jessica up out of the way. The Dipmobile passes harmlessly underneath them and SMASHES through the brick wall.

TOONTOWN

is REVEALED in all its splendor. It's a bucolic setting. A rainbow shares the blue sky with a smiling sun. Fawns and butterflies, chipmunks and flowers watch curiously as the dip truck rolls past. Suddenly it's lifted off the ground. We see it's resting on the top of a TOON GIANT's head. This Giant plucks the truck off his head, regards it, then pops it in his mouth.

VALIANT

lowers Roger and Jessica to the ground. We HEAR POLICE SIRENS approach. When Valiant unties them, Jessica turns and exclaims...

Then she hugs Roger passionately. Valiant can only shrug.

THROUGH THE WALL - TOONS

start coming in. They look around at the scene, bewildered, then gather around Doom's robe, mask and shoes lying in the puddle of dip. There's a reddish slick floating on top. Valiant wanders over and joins them.

ANGLE ON DOOR

Dolores, Lt. Santino, and several other COPS rush in, guns drawn. Dolores runs to Eddie and puts her arms around him. Santino looks down at the remains on the floor.

Valiant takes the paint chip out of his pocket. He puts it up against the red slime on the robe. It's a match.

Dolores looks down at the front of Valiant's shirt. A dark stain is appearing.

Valiant looks down at the stain.

Valiant looks up from his shirt.

He reaches in his pocket, pulls out the paper and clears his throat.

CLOSE - PAPER

The Disappearing-Reappearing Ink is coming up over Roger's scribbling.

PAN the Toon crowd, who are listening to the reading of the will. It is a gallery of recognizable faces. Everyone from Mickey to Bugs, Yakky Doodle to Yosemite Sam, Dumbo to Dopey, Bambi to Droopy, Tweety Bird to Tinkerbell. They're all there.

The Toon crowd erupts with a CHEER! Hats go in the air and they descend on Roger, slapping his back. Roger breaks away from the crowd and joins Eddie.

TWO SHOT - EDDIE AND ROGER

They stand side by side, looking out over Toontown.

Eddie wipes the spit off his face.

Roger holds out a large stogie.

Roger lights Eddie's and one for himself.

Valiant puffs on the cigar.

Valiant glances down. The box says, "Acme Exploding Cigars". He looks to Roger, but it's too late. KABOOM! KABOOM! Their cigars blow up in classic Toon tradition, blackening both their faces. Roger starts laughing. Eddie stares at Roger for a moment, then he starts laughing too. They throw their heads back in a HOWL. The other Toons join in. Pretty soon the whole factory is shaking with LAUGHTER.

A TOON COP

dressed in blue uniform and hat with his back to us tries to restore order in the Acme factory. As soon as he talks, we recognize the stutter. It's PORKY PIG.

Then, savoring the phrase, Porky stutters out the famous sign-off.

CARTOON MUSIC UP.

IRIS OUT.