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Some Like It Hot (1959) script

by Billy Wilder and I.A.L. Diamond, story by Robert Thoeren, Michael Logan. Also see trailer | I Wanna Be Loved By You | Runnin' Wild
 
	FADE IN:

1.	CITY AT NIGHT.			1.

A hearse of Late Twenties vintage is proceeding at a
dignified pace along a half-deserted wintry street.

Inside the hearse, there are four somber men in black - and
a coffin, of course, with a wreath of chrysanthemums on
top.

One of the men is driving, another is in the seat beside him.
The other two are sitting in the rear of the hearse, flanking
the coffin.  All four seem fully aware of the solemnity of the
occasion.

Now they hear a SIREN, faint at first, but rapidly growing
louder.  The driver and the man next to him exchange a
nervous glance.  The other two men move tensely toward
the rear door of the hearse, raise the black curtain over the
glass panel, and peek out cautiously.

Through the glass panel, they see a police car bearing down
on them, the red light blinking, the SIREN screaming.

The two men at the rear window gesture to the driver to
step on it.  He does.

The hearse, obviously a souped-up job, instantly picks up
speed, weaves crazily through traffic, the police car in hot
pursuit.  The hearse careens around a corner at eighty
miles an hour, the police car right on its tail.

By this time the policemen are leaning out of their car with
drawn guns, firing at the hearse.

The two men in the rear of the hearse, flattened against the
sides, pull a couple of sawed-off shotguns out of a hidden
overhead rack.  Police bullets smash the glass panel and
whistle through the hearse.  The driver and the man next to
him duck, but the hearse continues at the same breakneck
speed.  The two men in back shove their guns through the
shattered glass, fire at the police car.

Despite the hail of lead, the police car - its windshield
cobwebbed with bullet holes - gains on the hearse.

Suddenly the car skids out of control, jumps the curb,
comes to a screeching stop.  Policemen leap out, fire after
the hearse.

In the speeding hearse, the last of the police bullets thud
into the coffin.  Instantly three geysers of liquid spurt
through the bullet holes.  As the firing recedes, the two men
in the back put away their guns, remove the wreath from
the coffin, take the lid off.  The inside is jam-packed with
bottles of booze, some of them shattered by the bullets.  As
the men start to lift out the broken bottles - SUPERIMPOSE:

CHICAGO, 1929

DISSOLVE TO:

2.	EXT.  INTERSECTION OF STREETS - NIGHT.	2.

Traffic is light.  All the shops are dark except one - a dimly
lit establishment, from which drift the mournful strains of
an organ.  A circumspect sign reads:

MOZARELLA'S FUNERAL PARLOR
24 Hour Service

In the window, a sample coffin is on display.

There seem to be some rites going on inside, because a
number of mourners, singly and in couples, are hurrying
from the cold, windy street into Mozarella's parlor.

Meanwhile, the hearse with the damp coffin draws up to the
delivery entrance at the side of the building.  The driver
honks the horn - one long and two short - as the other men
step down and start to slide the coffin out.  The side door
opens, and a dapper gent emerges.  He wears a tight-fitting
black suit, a black fedora, and gray spats.  The spats are
very important.  He always wears spats.  His name is SPATS
COLOMBO.  He cases the street, motions the men inside.  As
they carry the coffin past him, he removes his fedora, holds
it reverently over his heart.  Then he follows the men in, his
head bowed.

Across the street and around the corner, three police cars
draw up silently, and about fifteen uniformed policemen
and plain-clothes men spill out.  A Captain gives whispered
orders, and the men scatter and discreetly take up positions
around the funeral parlor.

Out of one of the cars steps MULLIGAN, a tough Federal
Agent - in plain clothes, of course.  With him is a little
weasel of a man, shivering with cold and fear.  They call
him TOOTHPICK CHARLIE for two reasons - because his
name is Charlie, and because he has never been seen
without a toothpick in his mouth.

	MULLIGAN
	(indicating funeral parlor)
	All right, Charlie - this the joint?

	TOOTHPICK CHARLIE
	Yes, sir.

	MULLIGAN
	And who runs it?

	TOOTHPICK CHARLIE
	I already told you.

	MULLIGAN
	Refresh my memory.

	TOOTHPICK CHARLIE
	(uneasily)
	Spats Colombo.

	MULLIGAN
	That's very refreshing.
	Now what's the password?

	TOOTHPICK CHARLIE
	I come to Grandma's funeral.
	(he hands him a folded
	piece of black crepe)
	Here's your admission card.

	MULLIGAN
	Thanks, Charlie.

	TOOTHPICK CHARLIE
	If you want a ringside table, tell 'em
	you're one of the pall bearers.

	MULLIGAN
	Okay, Charlie.

The police captain joins Mulligan.

	CAPTAIN
	We're all set.  When is the kickoff?

As Mulligan consults his watch, Charlie, the toothpick
working nervously in his mouth, tugs Mulligan's sleeve.

	TOOTHPICK CHARLIE
	Look, Chief - I better blow now, because if
Spats Colombo sees me, it's Goodbye Charlie.

	MULLIGAN
	Goodbye, Charlie.

Charlie scoots up the dark street, disappears.

	MULLIGAN
	(to the police captain)
	Give me five minutes - then hit 'em
	with everything you got.

	CAPTAIN
	You bet!

They synchronize their watches.  Then Mulligan crosses to
Mozarella's parlor, unfolding the black crepe Charlie gave
him.  It is a mourning band, and he slips it over the left
sleeve of his overcoat.

3.	INT.  MOZARELLA'S FUNERAL PARLOR - NIGHT.	3.

It looks legitimate enough - with potted palms, urns and
funeral statuary.  A harmless gray-haired man is playing
the organ with appropriate feeling.  Daintily arranging a
funeral spray is the proprietor himself, MR. MOZARELLA.
His heavyweight build, bashed-in nose and cauliflower ears
don't quite jibe with his mourning coat, striped pants, ascot
and carnation.  Dusting one of the marble angels is another
funeral director, in the same somber uniform.

Mulligan enters.

	MOZARELLA
	(with grave sympathy)
	Good evening, sir.

	MULLIGAN
	I come to the old lady's funeral.

	MOZARELLA
	(looking him over)
	I don't believe I've seen you at any of our
	services before.

	MULLIGAN
	That's because I've been on the wagon.

	MOZARELLA
	PLEASE!

	MULLIGAN
	(looking around)
	Where are they holding the wake?
	I'm supposed to be one of the pallbearers.

	MOZARELLA
	(to funeral director)
	Show the gentleman to the chapel -
	pew number three.

	FUNERAL DIRECTOR
	This way, sir.

He leads Mulligan past the organ toward the black-paneled
wall, where there is no evidence of a door.

The organist, without missing a note in his playing, reaches
over to the end of the keyboard and pulls out a stop.  One
of the panels slides open, and there is a blast of MUSIC from
the chapel.  It's jazz - and it's SWEET GEORGIA BROWN.
Mulligan rears back momentarily, then follows the funeral
director in.  The organist pushes the stop in again, and the
panel slides shut.

4.	INT.  SPEAKEASY - NIGHT.		4.

Grandma must have been quite a person, because she left a
lot of condoling friends behind, and they are holding a very
lively wake.  The chapel is jumping.  A small band is blaring
out SWEET GEORGIA BROWN.  The musicians are not the
slick, well-fed instrumentalists you would find in Guy
Lombardo's band - they have all been through the wringer,
and so have their threadbare tuxedos.  On the stamp-sized
dance floor, six girls in abbreviated costumes are doing a
frenetic Charleston.  Crowded around the small tables,
mourners in black arm-bands are drowning their sorrows in
whatever they drink out of their coffee cups.

	MULLIGAN
	(looking around)
	Well, if you gotta go-this is the way to do it.

The funeral director leads Mulligan to a table next to the
bandstand.  As he moves off, a waiter comes up.

	WAITER
	What'll it be, sir?

	MULLIGAN
	Booze.

	WAITER
	Sorry, sir, we only serve coffee.

	MULLIGAN
	Coffee?

	WAITER
	Scotch coffee, Canadian coffee,
	sour-mash coffee...

	MULLIGAN
	Make is Scotch.  A demitasse.
	With a little soda on the side.

As the waiter starts away, Mulligan stops him.

	MULLIGAN
	Haven't you got another pew -
	not so close to the band?
	(points to a better table)
	How about that one?

	WAITER
	Sorry, sir.  That's reserved for members
	of the immediate family.

He winks, goes off.  Mulligan scans the room.

From a side door comes Spats Colombo, followed by the
four hearsemen.  They walk cockily toward the table
'reserved for the immediate family.'  A DRUNK, standing
with a cup of booze in his hand, is in their way.  Colombo
pushes him aside, and the contents of the cup slop over.
Colombo freezes in his tracks, glances at his feet.  The
other four men have also stopped, and stare in the same
direction, horrified.

Spats Colombo's immaculate spats are no longer
immaculate.  There is a whiskey stain on one of them.
Colombo throws his henchmen a sharp look.  They grab the
offending drunk, hustle him toward the exit.

	DRUNK
	(waving empty cup)
	Hey - I want another cup of coffee.
	I want another cup of coffee.

Colombo proceeds toward the table, seats himself, crosses
his legs, takes a handkerchief out of his breast pocket, and
meticulously mops the moist spat.  His four companions,
their mission accomplished, join him at the table.

Mulligan, who has been studying Colombo, consults his
wrist-watch.  The waiter comes up with his order - a
demitasse half full of Scotch, and a split of club soda.

	MULLIGAN
	Better bring the check now - in case
	the joint gets raided.

	WAITER
	Who's going to raid a funeral?

	MULLIGAN
	Some people got no respect for the dead.

The waiter moves off.  Mulligan sips from the cup, winces,
takes a cigar out of his pocket and starts to light it.  His
eyes wander to the chorus girls.

The girls have gone into a tap-dance.  The captain of the
chorus looks toward the bandstand, grins and winks at -

- JOE, the saxophone player.  He winks back.  JERRY, who is
thumping the bass-fiddle behind him, leans forward and
taps Joe on the shoulder.

	JERRY
	Say, Joe - tonight's the night, isn't it?

	JOE
	(eye on tap-dancer)
	I'll say.

	JERRY
	I mean, we get paid tonight, don't we?

	JOE
	Yeah.  Why?

He takes the mouthpiece out of his saxophone, wets the reed.

	JERRY
	Because I lost a filling in my back tooth.
	I gotta go to the dentist tomorrow.

	JOE
	Dentist?  We been out of work for four
	months - and you want to blow your
	first week's pay on your teeth?

	JERRY
	It's just a little inlay - it doesn't even
	have to be gold -

	JOE
	How can you be so selfish?  We owe back
	rent - we're in four eighty-nine bucks to
	Moe's Delicatessen - we're being sued by
	three Chinese lawyers because our check
	bounced at the laundry - we've borrowed
	money from every girl in the line -

	JERRY
	You're right, Joe.

	JOE
	Of course I am.

	JERRY
	First thing tomorrow we're going to pay
	everybody a little something on account.

	JOE
	No we're not.

	JERRY
	We're not?

	JOE
	First thing tomorrow we're going out to the
	dog track and put the whole bundle on
	Greased Lightning.

	JERRY
	You're going to bet my money on a dog?

	JOE
	He's a shoo-in.  I got the word from Max
	the waiter - his brother-in-law is the
	electrician who wires the rabbit -

	JERRY
	What are you giving me with the rabbit?

	JOE
	(pulling form sheet
	out of pocket)
	Look at those odds - ten to one.
	If he wins, we can pay everybody.

	JERRY
	But suppose he loses?

	JOE
	What are you worried about?  This job
	is going to last a long time.

	JERRY
	But suppose it doesn't?

	JOE
	Jerry-boy - why do you have to paint
	everything so black? Suppose you get hit by
	a truck? Suppose the stock market crashes?

Jerry, slapping the bass, is no longer listening.  His eyes
have strayed to -

Mulligan, sitting at his table, puffing on the cigar.  It isn't
drawing too well.  Mulligan reaches under his coat, unpins
his Department of Justice badge from his vest.  Using the
pin of the shining badge, he pokes a hole in the wet end of
the cigar.

Jerry has stopped playing, and is watching Mulligan's
operation with morbid fascination.  Joe, completely
unaware, continues talking.

	JOE
	Suppose Mary Pickford divorces
	Douglas Fairbanks?

	JERRY
	(nudging him)
	Hey, Joe!

	JOE
	(paying no attention)
	Suppose Lake Michigan overflows?

	JERRY
	Don't look now - but the whole town
	is under water!

He nods toward Mulligan.  Joe looks off.  Then, without a
word, they both start packing their instruments.

Mulligan pins the badge back on, checks his wrist-watch.

	MULLIGAN
	(to himself)
	...four, three, two, one...

He glances toward -

the door from the funeral parlor.  Right on the dot, a pair
of police axes smash through the door.

Instant pandemonium breaks loose in the speakeasy.
MUSIC stops, women scream, customers, chorus girls and
waiter scramble toward the side doors.  But they too are
splintering under the assault of the police axes.  The crowd
falls back, milling around frantically.

Mulligan stands up, cups his hands to his mouth, and roars
at the top of his voice.

	MULLIGAN
	All right, everybody - this is a raid.
	I'm a federal  agent, and you're all under arrest.

Policemen come streaming through the splintered doors.
Carried in on the tide is the Drunk who was just tossed out,
reeling unsteadily, and waving his empty coffee cup aloft.

	DRUNK
	I want another cup of coffee.

The policemen start rounding up the customers and
employees, are herding them toward the exits.

On the bandstand, Joe and Jerry have packed their
instruments, and start to fight their way through the milee,
toward some stairs leading up.

Mulligan, a couple of policemen in tow, comes up to Spats
and his henchmen, sitting calmly at their table, with five
glasses of white liquid in front of them.

	MULLIGAN
	Okay, Spats - the services are over.
	Lets go.

	SPATS
	Go where?

	MULLIGAN
	A little country club we run for retired
	bootleggers.  I'm gonna put your name
	up for membership.

	SPATS
	I never join nothin'.

	MULLIGAN
	You'll like it there.  I'll have the prison tailor
	fit you with a pair of special spats - striped!

	SPATS
	(to his companions, dead-pan)
	Big joke.
	(to Mulligan)
	Who's the rap this time?

	MULLIGAN
	Embalming people with coffee -
	eighty-six proof.

	SPATS
	Me?  I'm just a customer here.

	MULLIGAN
	Come on, Spats - we know you own this
	joint.  Mozarella is just fronting for you.

	SPATS
	Mozarella?  Never heard of him.

	MULLIGAN
	We got different information.

	SPATS
	From who?  Toothpick Charlie, maybe?

	MULLIGAN
	Toothpick Charlie?  Never heard of him.

He picks up Spats' glass, sniffs it suspiciously.

	SECOND HENCHMAN
	Buttermilk!

	MULLIGAN
	All right - on your feet.

	SPATS
	(getting up slowly)
	You're wasting the taxpayers' money.

	MULLIGAN
	If you want to, you can call your lawyer.

	SPATS
	(pointing to his four hoods)
	These are my lawyers - all Harvard men.

Mulligan and the two policemen lead Spats and his Harvard
men out.

5.	EXT.  FUNERAL PARLOR - NIGHT.		5.

Policemen, under the supervision of the captain, are
herding customers into a paddy-wagon.  Fighting his way
out of the wagon is our Drunk, waving his coffee cup in the
air.

	DRUNK
	I want another cup of coffee.

He staggers into the alley, toward the side entrance of the
speakeasy, CAMERA MOVING with him.  Through the
smashed-up side door, policemen are ushering more
customers, waiters, musicians and the dancing girls.
CAMERA MOVES UP TOWARD a fire escape on the second
floor.  Joe and Jerry, carrying their instruments and
overcoats, have just climbed through a window onto the fire
escape, and are inspecting the scene below.  The shot-up
hearse is parked directly beneath them.  stealthily they
climb down the ladder, drop to the roof of the hearse.  Then
they scramble over the radiator, steal down the alley away
from the street.  They stop in the shadows to put on their
coats.

	JERRY
	Well, that solves one problem.  We don't
	have to worry about who to pay first.

	JOE
	Quiet - I'm thinking.

	JERRY
	Of course, the landlady is going to lock us out
	- Moe said no more knackwurst on credit -
	and we can't borrow any more from the girls,
	because they're on their way to jail -

	JOE
	Shut up, will you?  I wonder how much Sam
	the Bookie will give up for our overcoats?

	JERRY
	Sam the Bookie?  Nothing doing!  You're not
	putting my overcoat on that dog!

	JOE
	I told you - it's a sure thing.

	JERRY
	But we'll freeze - it's below zero -
	we'll catch pneumonia.

	JOE
	Look, stupid, he's ten to one.  Tomorrow,
	we'll have twenty overcoats!

	DISSOLVE TO:

6.	EXT.  CHICAGO STREET - DAY.		6.

The street is covered with snow.  Joe and Jerry, without
overcoats, the collars of their tuxedos turned up against the
bitter cold, come down the steps of the elevated, carrying
their instruments.  The only thing that keeps Jerry from
freezing is that he is boiling over inside.  As they proceed
along the sidewalk, Jerry finally can't hold it any more.

	JERRY
	Greased Lightning!  Why do I listen to you?
	I ought to have my head examined!

	JOE
	I thought you weren't talking to me.

	JERRY
	Look at the bull fiddle - it's dressed
	warmer than I am.

They come up to a building in front of which are gathered
several small groups of shivering musicians, also equipped
with instruments.  Joe and Jerry exchange frozen waves
with their colleagues, start through the entrance.

	DISSOLVE TO:

7.	INT.  CORRIDOR OF MUSIC BUILDING - DAY.	7.

Joe moves down the corridor, Jerry tagging along grimly
beside him.  Other job-seeking musicians mill around, and a
melange of musical sounds and singing voices issues from
the various offices, studios and rehearsal halls.

Joe and Jerry come up to a door marked:  KEYNOTE
MUSICAL AGENCY - BANDS, SOLOISTS, SINGERS.  Joe opens
the door, revealing a crummy office, with a secretary
behind a desk.

	JOE
	Anything today?

	FIRST SECRETARY
	Nothing.

	JOE
	Thank you.

Joe shuts the door, and they shuffle along to the next
agency, which is marked: JULES STEIN - MUSIC
CORPORATION OF AMERICA.  Joe opens the door.  This is
like the other office - except a little crummier.  There is a
secretary behind the desk.

	JOE
	Anything today?

	SECOND SECRETARY
	Nothing.

	JOE
	Thank you.

He opens the door to the next agency.  On the door it says:
SIG POLIAKOFF - BANDS FOR ALL OCCASIONS.  There is the
usual secretary behind the usual desk, and her name is
NELLIE.  She is a brunette, somewhat past her prime, but
still attractive.

	JOE
	Anything today?

	NELLIE
	(looking up)
	Oh, it's you!  You got a lot of nerve -

	JOE
	Thank you.

	He shuts the door quickly, starts to move on.

	NELLIE'S VOICE
	(from inside)
	Joe - come back here!

Joe stops in his tracks.  With a resigned shrug to Jerry, he
opens the door again, and the two of them start in.

8.	INT.  POLIAKOFF'S OUTER OFFICE - DAY.	8.

Beside Nellie, there is another secretary pecking away at a
typewriter.  Nellie's face is grim as Joe and Jerry come up.

	JOE
	Now look, Nellie - if it's about last
	Saturday night - I can explain everything.

	NELLIE
	(to Jerry; pointing at Joe)
	What a heel!  I spend four dollars to get my
	hair marcelled, I buy me a new negligee,
	I bake him a great big pizza pie...
	(to Joe)
	- and where were you?

	JERRY
	Yeah - where were you?

	JOE
	With you.

	JERRY
	With me?

	JOE
	Don't you remember?
	(to Nellie)
	He has this bad tooth - it got impacted -
	the whole jaw swole up -

	JERRY
	It did?
	(Joe throws him a look)
	Boy, did it ever!

	JOE
	So I had to rush him to the hospital and
	give him a transfusion...
	(to Jerry)
	Right?

	JERRY
	Right.  We have the same blood type...

	JOE
	- Type O.

	NELLIE
	Oh?

	JOE
	Nellie baby, I'll make it up to you.

	NELLIE
	You're making it up pretty good so far.

	JOE
	The minute we get a job, I'm going to
	take you out to the swellest restaurant -

	JERRY
	How about it, Nellie?  Has Poliakoff got
	anything for us?  We're desperate.

	NELLIE
	(slyly)
	Well, it just so happens he is looking for a
	bass and a sax -
	(to the other secretary)
	Right?
	(she winks at her)

	OTHER SECRETARY
	(going along)
	Right.

	JERRY
	(all excited)
	Did you hear that, Joe?

	JOE
	What's the job?

	NELLIE
	It's three weeks in Florida -

	JERRY
	Florida?

	NELLIE
	The Seminole-Ritz, in Miami.
	Transportation and all expenses paid...

	JOE
	Isn't she a bit of terrific?
	(busses Nellie on
	the cheek; to Jerry)
	Come on - let's talk to Poliakoff.

They start toward the door of the inner office.

	NELLIE
	You better wait a minute, boys -
	he's got some people in there with him.

That stops them.

9.	INT.  POLIAKOFF'S INNER OFFICE - DAY.	9.

The room is small and cluttered, and the walls are covered
with photographs of Poliakoff's clients - bands, vocalists,
trios, radio personalities.

Sitting behind the desk, speaking urgently into the phone, is
SIG POLIAKOFF, a gruff, likable man in his fifties.  Pacing up
and down on the other side of the desk is SWEET SUE,
flashily-dressed broad, who has seen thirty summers and a
few hard winters.  As she paces, she nervously flips a large
white pill from one hand to the other.  Slouched in a chair is
BIENSTOCK, a somewhat prissy man of forty wearing thick
glasses.  He has a card file on his lap, is thumbing through it.

	POLIAKOFF
	(into phone)
	Look, Gladys, it's three weeks in Florida -
	Sweet Sue and Her Society Syncopators -
	they need a couple of girls on sax and bass -
	what do you mean, who is this?  Sig Poliakoff.
	I got a job for you - Gladys, are you there?
	(hangs up)
	Meshugeh!  Played for a hundred and twelve
	hours at a marathon dance, and now she's
	in bed with a nervous collapse.

	SUE
	Tell her to move over.

She has poured herself a glass of water from a pitcher on
the desk, and now she plops the pill into her mouth, washes
it down.

	BIENSTOCK
	(looking up from file)
	What about Cora Jackson?

	POLIAKOFF
	The last I heard, she was playing with the
	Salvation Army, yet.
	(consulting list on desk;
	into phone)
	Drexel 9044.

Sue has wandered over to one of the framed photos on the
wall.  It shows Sue posed in front of her band - sixteen girls,
all blonde, all in identical gowns.  On the drum it says
SWEET SUE AND HER SOCIETY SYNCOPATORS.

	SUE
	Those idiot broads!  Here we are all packed
	to go to Miami, and what happens?  The
	saxophone runs off with a Bible salesman,
	and the bass fiddle gets herself pregnant.
	(turning to Bienstock)
	I ought to fire you, Bienstock.

	BIENSTOCK
	Me?  I'm the manager of the band -
	not the night watchman.

	POLIAKOFF
	(into phone)
	Hello?  Let me talk to Bessie Malone - what's
	she doing in Philadelphia? -- on the level?
	(hangs up)
	Bessie let her hair grow and is playing
	with Stokowski.

	SUE
	Black Bottom Bessie?

	POLIAKOFF
	Schpielt zich mit der Philharmonic.

	BIENSTOCK
	How about Rosemary Schultz?

	POLIAKOFF
	Did you hear?  She slashed her wrists
	when Valentino died!

	SUE
	We might as well all slash our wrists if we
	don't round up two dames by this evening.

She picks up her handbag.  Bienstock rises, takes his
glasses off, puts them in his pocket.

	BIENSTOCK
	Look, Sig, you know the kind of girls we need.
	We don't care where you find them - just
	get them on that train by eight o'clock.

	POLIAKOFF
	Be nonchalant. Trust Poliakoff. The moment
	anything turns up, I'll give you a little tingle.

	-SUE
	Bye, Sig.
	(feels her tummy)
	I wonder if I have room for another ulcer?

Bienstock opens the door, and follows Sue into the outer
office.  Joe and Jerry, who have been biding their time
outside, slip in and shut the door after them.

	JOE
	Hey, Sig - can we talk to you?

	POLIAKOFF
	(into phone)
	Nellie, get me long distance.
	(to the boys)
	What is it?

	JERRY
	It's about the Florida job.

	POLIAKOFF
	The Florida job?

	JOE
	Nellie told us about it.

	JERRY
	We're not too late, are we?

	POLIAKOFF
	What are you - a couple of comedians?
	Get out of here!
	(into phone)
	Long distance?  Get me the William Morris
	Agency in New York.

	JOE
	You need a bass and a sax, don't you?

	POLIAKOFF
	The instruments are right, but you are not.
	(into phone)
	I want to speak to Mr. Morris.

	JERRY
	What's wrong with us?

	POLIAKOFF
	You're the wrong shape.  Goodbye.

	JOE
	The wrong shape?  You looking for
	hunchbacks or something?

	POLIAKOFF
	It's not the backs that worry me.

	JOE
	What kind of band is this, anyway?

	POLIAKOFF
	You got to be under twenty-five -

	JERRY
	We could pass for that.

	POLIAKOFF
	- you got to be blonde -

	JERRY
	We could dye our hair.

	POLIAKOFF
	- and you got to be girls.

	JERRY
	We could -

	JOE
	No, we couldn't!

	POLIAKOFF
	(into phone)
	William Morris!

	JERRY
	You mean it's a girls' band?

	JOE
	Yeah, that's what he means.
	Good old Nellie!
	(starting toward door)
	I ought to wring her neck!

	POLIAKOFF
	(into phone)
	Yes, I'm holding on.

	JERRY
	Wait a minute, Joe.  Lets talk this over.
	(to Poliakoff)
	Why couldn't we do it?  Last year, when we
	played in that gypsy tearoom, we wore
	gold earrings.  And you remember when
	you booked us with that Hawaiian band?
	(pantomiming)
	Grass skirts!

	POLIAKOFF
	(to Joe)
	What's with him - he drinks?

	JOE
	No.  And he ain't been eating so good, either.
	He's got an empty stomach and it's gone
	to his head.

	JERRY
	But, Joe - three weeks in Florida!  We could
	borrow some clothes from the girls in
	the chorus -

	JOE
	You've flipped your wig!

	JERRY
	Now you're talking!  We pick up a couple of
	second-hand wigs - a little padding here
	and there - call ourselves Josephine and
	Geraldine -

	JOE
	Josephine and Geraldine!
	(disgustedly)
	Come on!

He drags Jerry toward the door.

	POLIAKOFF
	Look, if you boys want to pick up a
	little money tonight -
	(they stop and turn)
	At the University of Illinois they are
	having - you should excuse the expression -
	a St. Valentine's dance.

	JOE
	We'll take it!

	POLIAKOFF
	You got it.  It's six dollars a man.  Be on the
	campus in Urbana at eight o'clock -

	JERRY
	(protesting)
	All the way to Urbana - for a one night stand?

	JOE
	It's twelve bucks.  We can get one of the
	overcoats out of hock.

	POLIAKOFF
	(into phone)
	Hello, Mr. Morris? This is Poliakoff, in Chicago.
	Say, you wouldn't have a couple of girl
	musicians available? A sax player and a base?

	JERRY
	(at the door)
	Look, if William Morris doesn't come through -

	JOE
	Come on, Geraldine!

He pulls him into the outer office.

10.	INT.  POLIAKOFF'S OUTER OFFICE - DAY.	10.

Joe leads Jerry out.

	JERRY
	It's a hundred miles, Joe - it's snowing -
	how are we going to get there?

	JOE
	I'll think of something.  Don't crowd me.

	NELLIE
	brightly)
	How did it go, girls?

	JERRY
	We ought to wring your neck.

	JOE
	Please, Jerry - that's no way to talk.
	(turning on the charm)
	Nellie baby - what are you doing tonight?

	NELLIE
	(suspiciously)
	Why?

	JOE
	Because I got some plans -

	NELLIE
	I'm not doing anything.  I just thought I'd
	go home and have some cold pizza -

	JOE
	And you'll be in all evening?

	NELLIE
	(melted by now)
	Yes, Joe.

	JOE
	(brightly)
	Good!  Then you won't be needing your car.

	NELLIE
	My car?  Why, you -

Joe silences her protest with a kiss.  Jerry shakes his head
with mock admiration.

	JERRY
	Isn't he a bit of terrific?

	DISSOLVE TO:

11.	EXT.  CLARK STREET - DAY.		11.

Joe and Jerry, carrying their instruments, are coming along
the snow-covered sildewalk toward a garage entrance,
above which is a sign reading: CHARLIE'S GARAGE.  Their
shoulders are hunched up against the cold.

	JERRY
	We could've had three weeks in Florida -
	all expenses paid.  Lying around in the sun -
	palm trees - frying fish...

	JOE
	Knock it off, will you?

They step over the chain blocking the entrance, start into
the garage.

12.	INT.  CHARLIE'S GARAGE - DAY.		12.

There are rows of parked cars, a lube rack and a gas pump.
Against the wall under a naked electric light bulb hanging
from a cord, five men are playing stud poker.

A couple of mechanics, in grease-stained coveralls, are
watching the game.  The dealer is Toothpick Charlie, the
inevitable toothpick in his mouth.

	TOOTHPICK CHARLIE
	(dealing)
	King high-pair of bullets-possible straight -
	possible nothing-pair of eights-

Joe and Jerry come in from the street.  One of the
mechanics notices them, nudges Toothpick Charlie.  Charlie
looks up, and seeing the instrument cases, leaps to his feet,
drawing a gun from his shoulder holster.  The other four
players also jump up, and pulling their guns, level them at
Joe and Jerry.

	TOOTHPICK CHARLIE
	All right, you two - drop 'em.

	JERRY
	(stops; puzzled)
	Drop what?

	JOE
	We came to pick up a car.

	TOOTHPICK CHARLIE
	Oh, yeah?

He nods to one of the mechanics, who steps up to Joe and
Jerry, starts to open the instrument cases.

	JOE
	Nellie Weinmeyer's car.

	MECHANIC
	(as the bass and sax
	are revealed)
	Musicians.

	TOOTHPICK CHARLIE
	Wise guys!

He mops his brow with the back of his sleeve, and putting
his gun back in the holster, picks up the deck of cards
again.

	TOOTHPICK CHARLIE
	Let's go.  Pair of aces bets.

The other players resume their seats.  Joe and Jerry follow
the mechanic toward the parked cars.

	JOE
	It's a '25 Hupmobile coupe.  Green.

The mechanic leads them up to the car, which is parked
near the gas pump.

	MECHANIC
	Need some gas?

	JERRY
	Yeah.
	(takes some coins
	out of pocket)
	Like about forty cents' worth.

The mechanic unscrews the cap of the gas tank, inserts the
rubber hose from the pump.

	MECHANIC
	Put it on Miss Weinmeyer's bill?

	JOE
	Why not?
	(signals Jerry to put
	coins away)
	And while you're at it - fill 'er up.

From the street outside comes the loud squeal of tires.
Jerry glances off casually toward the entrance.

A black Dusenberg bursts the chain hanging across the
street entrance, skids into the garage, takes to a screeching
stop some ten feet from the card players.  Toothpick
Charlie and his cronies leap up and reach for their guns.
Too late.  Four men have scrambled out of the car, two
armed with submachine guns, the other two with sawed-off
shotguns.  We recognize them as Spats Colombo's
henchmen.

	FIRST HENCHMAN
	All right, everybody hands up and face the wall.

The frightened poker players start to obey.

Jerry is watching the scene, open-mouthed.  Joe grabs his
shoulder, pulls him down behind the Hupmobile.

The Second Henchman notices the mechanic standing
petrified beside the gas pump.

	SECOND HENCHMAN
	(waving machine gun)
	Hey - join us!

The mechanic raises his hands, moves reluctantly toward
the six men lined up against the wall.

	SECOND HENCHMAN
	(continues)
	Okay, boss.

A pair of men's feet step down from the limousine.  They
are encased in immaculate spats.

Jerry, crouching behind the Hupmobile with Joe, grabs his
arm.

	JERRY
	(whispering)
	It's Spats Colombo -

Joe clamps his hand over Jerry's mouth.

Spats Colombo joins his armed henchmen, who are covering
the seven men facing the wall with their hands up.

	SPATS
	(very blase)
	Hello, Charlie.  Long time no see.

	TOOTHPICK CHARLIE
	(glancing over his
	shoulder nervously)
	What is it, Spats?  What do you want here?

	SPATS
	Just dropped in to pay my respects.

	TOOTHPICK CHARLIE
	You don't owe me no nothing.

	SPATS
	Oh, I wouldn't say that.  You were nice enough
	to recommend my mortuary to some of
	your friends...

He has strolled over to the table, and picking up the deck of
cards, starts to deal out another round to the abandoned
poker hands.

	TOOTHPICK CHARLIE
	(sweating)
	I don't know what you're talking about.

	SPATS
	So now I got all those coffins on my hands -
	and I hate to see them go to waste.

	TOOTHPICK CHARLIE
	Honest, Spats.  I had nothing to do with it.

Spats deals Toothpick Charlie's fifth card, then turns up the
hole card.

	SPATS
	Too bad, Charlie.  You would have had
	three eights.
	(flips cards away)
	Goodbye, Charlie!

	TOOTHPICK CHARLIE
	(knowing what's coming)
	No, Spats - no, no, no -
	(a scream)
	NO!

Spats nods, and the two machine-gunners raise their
weapons, start to fire methodically at their off-scene
victims.

Behind the Hupmobile, Jerry screws his eyes shut painfully
as the steady chatter of bullets continues.

	JERRY
	I think I'm going to be sick.

The machine guns stop firing.  There is a moment's silence.
Suddenly, the bas tank of the Hupmobile overflows, and the
rubber hose from the pump whips out, gushing gasoline
over the floor.

Spats and his henchmen, hearing the SOUND, whirl around
and catch sight of Joe and Jerry squatting behind the car.

	SPATS
	All right - come on out of there.

Joe and Jerry emerge quakingly from behind the Hupmobile.
They try to raise their hands, but find this rather difficult to
manage while holding on to their instruments.  Jerry darts
a horrified glance toward the foot of the wall.

	JOE
	(quickly)
	We didn't see anything -
	(to Jerry)
	- did we?

	JERRY
	(to Spats)
	No - nothing.  Besides, it's none of our business if
	you guys want to knock each other off -

Joe nudges him violently with his elbow, and he breaks off.

	SPATS
	(studying them)
	Don't I know you two from somewhere?

	JOE
	We're just a couple of musicians - we come to
	pick up a car - Nellie Weinmeyer's car -
	there's a dance tonight -
	(starting to edge away)
	Come on, Jerry.

	SPATS
	Wait a minute.  Where do you think
	you're going?

	JOE
	To Urbana.  It's a hundred miles.

	SPATS
	You ain't going nowhere.

	JERRY
	(quavering)
	We're not?

	SPATS
	The only way you'll get to Urbana is feet first.

During this, one of the bodies huddled grotesquely against
the foot of the wall begins to stir.  It is Toothpick Charlie.
He is covered with blood, but there is still a spark of life in
him, and his toothpick is still clutched between his teeth.
Painfully, he starts to worm his way across the floor toward
a phone on a wooden shelf.

Spats and his gang, facing Joe and Jerry, are not aware of
Charlie's activity.

	SPATS
	I don't like no witnesses.

	JOE
	We won't breathe a word.

	SPATS
	You won't breathe nothing' - not even air.

He motions lazily to the Second Henchman.  The henchman
slowly levels his machine gun at Joe and Jerry, who stand
frozen.

At that very moment, Toothpick Charlie reaches up for the
phone.  But he is too weak to hold on, and the receiver
drops from his limp hand, and clatters to the asphalt floor.

Instantly, Spats and his henchman wheel around.  Spats
grabs the machine gun from the Second Henchman, and
perforates what is left of Charlie with a hail of lead.

Toothpick Charlie crumbles in a heap.  He is quite dead.
Spats' be-spatted foot comes into SHOT, disdainfully kicks
the toothpick out of Charlie's mouth.

Joe and Jerry have taken advantage of this momentary
diversion.  Like scalded jackasses, they are sprinting toward
the entrance, hanging on to their instruments.

Spats and his boys pivot, see the two running.  They let go
with a salvo of shots, just as Joe and Jerry scoot through
the garage door and disappear down the street.

A couple of henchmen start after them.  There is the SOUND
of an approaching police SIREN.

	SPATS
	Come on - let's blow.  We'll take care of
	those guys later.

They all pile into the black Dussenberg.  The driver shifts
into reverse and the car shoots backwards out of the
garage.

13.	EXT.  ALLEY - DAY.		13.

Joe and Jerry come skidding around the corner from Clark
Street, race down the snow-covered alley.  In b.g. there is
the SOUND of squealing tires and police sirens.

	JERRY
	(as they run)
	I think they got me.

	JOE
	They got the bull-fiddle.

	JERRY
	(feeling himself
	all over)
	You don't see any blood?

	JOE
	Not yet.  But if those guys catch us,
	there'll be blood all over.  Type O.

They start running even faster.

	JERRY
	Where are we running, Joe?

	JOE
	As far away as possible.

	JERRY
	That's not far enough.  You don't know those
	guys!  But they know us.  Every hood in
	Chicago will be looking for us -

They reach the end of the alley.  A couple of motorcycle
policemen, their sirens wailing, flash by in the direction of
the garage.  The word must have spread, because
pedestrians are also running in the same direction.  Joe
stops, looks around quickly, and seeing a cigar store on the
corner drags Jerry inside.

14.	INT.  CIGAR STORE - DAY.		14.

Joe hurries to a wall telephone near the entrance.  Jerry
follows breathlessly.

	JOE
	Got a nickel?

He sets the saxophone case down, and taking a coin from
Jerry, inserts it in the slot.

	JERRY
	You going to call the police?

	JOE
	The police?  We'd never live to testify.
	Not against Spats Colombo.
	(into phone)
	Wabash 1098.

	JERRY
	We got to get out of town.  Maybe
	we ought to grow beards.

	JOE
	We are going out of town.  But we're
	going to shave.

	JERRY
	Shave?  At a time like this?  Those guys got
	machine guns - they're going to blast
	our heads off - and you want to shave?

	JOE
	Shave our legs, stupid.

Stupid is right.  Jerry still doesn't get it.

	JOE
	(into phone; his voice
	a tremulous soprano)
	Hello?  Mr. Poliakoff?  I understand you're
	looking for a couple of girl musicians.

Now Jerry gets it.

	DISSOLVE TO:

15.	EXT.  CHICAGO RAILROAD PLATFORM - NIGHT.	15.

Two pairs of high-heeled shoes, unusually large in size, are
hurrying along the platform.  CAMERA FOLLOWS them and
PANS UP gradually, revealing rather hefty legs in rolled
stockings, short dresses, coats with cheap fur pieces, and
rakish cloche hats.  One of the pair carries a saxophone
case, the other a bull-fiddle case, and each has a Gladstone
bag.

A train, with steam up, is loading for departure.  Redcaps,
passengers, baggage carts.

	ANNOUNCER'S VOICE
	Florida Limited leaving on Track Seven for
Washington, Charleston, Savannah, Jacksonville
and Miami. All aboard. All aboard.

Our two passenger accelerate their pace.  But evidently they
are not too adept at navigating in high heels.  Suddenly the
one with the bull-fiddle twists her ankle - or we should say
his ankle - because it's Jerry.  He stops and faces his girl-
friend - Joe.

	JERRY
	(rubbing his ankle)
	How can they walk on these things?
	How do they keep their balance?

	JOE
	Must be the way their weight is distributed.
	Come on.

As they proceed along the platform, a gust of wind sends
their skirts billowing.  Jerry stops again and pulls his skirt
down.
	JERRY
	And it's so drafty.  They must be catching
	colds all the time.

	JOE
	(urging him on)
	Quit stalling.  We'll miss the train.

	JERRY
	I feel so naked.  Like everybody's looking at me.

	JOE
	With those legs?  Are you crazy?

They are now approaching the Pullman car reserved for the
girls' orchestra.  Girl musicians, with instruments and
luggage, are boarding the car, supervised by Sweet Sue and
Bienstock.

	JERRY
	(stopping in his tracks)
	It's no use.  We'll never get away with it, Joe.

	JOE
	The name is Josephine.  And it was your
	idea in the first place.

Just then, a member of the girls' band comes hurrying past
them, carrying a valise and ukulele case.  Her name is
SUGAR.  What can we say about Sugar, except that she is
the dream girl of every red-blooded American male who
ever read College Humor?  As she undulates past them,
Jerry looks after her with dismay.

	JERRY
	Who are we kidding?  Look at that - look how
	she moves - it's like jello on springs - they
	must have some sort of a built-in motor.
	I tell you it's a whole different sex.

	JOE
	What are you afraid of?  Nobody's asking you
	to have a baby.  This is just to get out of town.
	The minute we hit Florida, we'll blow this set-up.

	JERRY
	This time I'm not going to let you talk me
	into something that...

A newsboy approaches along the platform, peddling his  papers.

	NEWSBOY
	Extra!  Extra!  Seven Slaughtered in North
	Side Garage!  Fear Blood Aftermath!

	JERRY
	(to Joe, promptly)
	You talked me into it!  Come on, Josephine.

	JOE
	Attagirl, Geraldine.

They hurry toward the Pullman car, imitating the jello-on-
springs movement as well as they can.

At the Pullman car, Sue and Bienstock are checking in the
girl musicians as they are boarding.

	SUE
	Hi, Mary Lou - Rosella - Okay, Dolores,
	get a move on - How's your back, Olga?

	BIENSTOCK
	(checking list)
	Clarinet - drums - trumpet - trombone -

Joe and Jerry come mincing up.  (NOTE: From here on in,
the two will speak with girls' voices whenever the situation
calls for it.)

	JOE
	Well, here we are.

	SUE
	You two from the Poliakoff Agency?

	JOE
	Yes, we're the new girls.

	JERRY
	Brand new.

	SUE
	This is our manager, Mr. Bienstock.
	I'm Sweet Sue.

	JOE
	My name is Josephine.

	JERRY
	And I'm Daphne.

This is completely out of left field.  Joe throws him a sharp
look.  Jerry smiles back brightly.

	BIENSTOCK
	(checking list)
	Saxophone, bass - Am I glad to see you girls.
	You saved our lives.

	JOE
	Likewise, I'm sure.

	SUE
	Where did you girls play before?

	JERRY
	Oh - here and there - and around.

	JOE
	We spent three years at the Sheboygan
	Conservatory of Music.

From OFF comes the voice of the Conductor:  "All aboard!"

	BIENSTOCK
	You're in Berths 7 and 7A.

	JERRY
	(his idea of a lady)
	Thank you ever so.

	BIENSTOCK
	You're welcome.

	JERRY
	It's entirely mutual.

Joe has already boarded the car.  As Jerry starts up the
steps, he stumbles.  Bienstock helps him up, with a little pat
on the behind.

	BIENSTOCK
	Upsy-daisy.

	JERRY
	(coyly)
	Fresh!

Joe jerks him up into the vestibule before this nonsense gets
out of hand.

	BIENSTOCK
	(takes off glasses,
	puts them in pocket)
	Looks like Poliakoff came through with
	a couple of real ladies.

	JOE
	You better tell the other girls to
	watch their language.

She and Bienstock mount the steps of the Pullman.  The
porter picks up the yellow footstep, hops aboard as the
train starts moving.

	16.	INT.  PULLMAN CAR - NIGHT.		16.

As Joe and Jerry come in from the vestibule, Joe grabs
Jerry, holds him against the baggage rack.

	JOE
	(an angry whisper)
	DAPHNE?

	JERRY
	I never did like the name Geraldine.

As Sue and Bienstock appear from the vestibule, Joe lets go
of Jerry, and they move down the aisle into the Pullman car
proper.

The girl musicians are all there, except for Sugar.  They are
removing their coats, settling themselves in their seats,
putting away their instruments and baggage.  They are all
blonde, they are young, and most of them are pretty.  They
look like a band of angels - but don't you believe it.

	JERRY
	(the good neighbor)
	Hello, everybody.  I'm the bass fiddle.
	Just call me Daphne.

	JOE
	I'm Josephine.  Sax.

There is a slew of general hellos.

	MARY LOU
	Welcome to No Man's Land.

	GIRLS
	(in chorus)
	You'll be sor-ry!

	ROSELLA
	Take your corsets off and spread out.

	JERRY
	Oh, I never wear one.

	OLGA
	Don't you bulge?

	JERRY
	Oh, no.  I have the most divine little
	seamstress that comes in once a month -
	and my dear, she's so inexpensive -

	JOE
	Come on, Daphne.

	DOLORES
	Say, kids, have you heard the one about the
	girl tuba player that was stranded on a
	desert island with a one-legged jockey?

	JERRY
	No --- how does it go?

	BIENSTOCK
	(coming up)
	Now cut that out, girls-none of that rough talk.
	(as Joe and Jerry move off)
	They went to a conservatory.

There is a general horse-laugh from the girls.  Joe and Jerry
have now reached their seats, and are taking off their
coats.

	JERRY
	(in a delighted whisper)
	How about that talent?  This is like
	falling into a tub of butter.

	JOE
	Watch it, Daphne!

	JERRY
	When I was a kid, I used to have a dream -
	I was locked up in this pastry shop overnight -
	with all kinds of goodies around - jelly rolls
	and mocha eclairs and sponge cake and
	Boston cream pie and cherry tarts -

	JOE
	Listen, stupe - no butter and no pastry.
	We're on a diet!

Jerry starts to hang his coat across a cord running above
the window.

	JOE
	(grabbing him)
	Not there - that's the emergency brake.

	JERRY
	(clutching bosom)
	Now you've done it!

	JOE
	Done what?

	JERRY
	Tore off one of my chests.

	JOE
	You'd better go fix it.

	JERRY
	You better come help me.

Jerry leads the way toward the rest rooms, which are just
beyond their seat.  Instinctively he heads for the one
marked MEN.  Joe grabs him, steers him back toward the
one marked WOMEN.

	JOE
	This way, Daphne.

	JERRY
	(clasping his chest
	desperately)
	Now you tore the other one.

Joe opens the curtain, propels him inside.

17.	INT.  WOMEN'S LOUNGE.		17.

There is another customer there - Sugar.  She has one leg
up on the leather settee, her skirt is slightly raised, and she
is about to remove a small silver flask tucked under her
garter.  As Jerry and Joe come in, she guiltily pulls her skirt
down.

	SUGAR
	OH!

	JERRY
	(arms folded across chest)
	Terribly sorry.

	SUGAR
	(relieved)
	That's all right.  I was afraid it was Sweet Sue.
	You won't tell anybody, will you?

	JOE
	Tell what?

	SUGAR
	(taking the flask out
	and unscrewing the cap)
	If they catch me once more,
	they'll boot me out of the band.
	(pours a drink into a
	paper cup)
	You the replacement for the bass and the sax?

	JERRY
	That's us.  I'm Daphne - and this is Josephine.

	SUGAR
	I'm Sugar Cane.

	JOE
	I changed it.  It used to be Sugar Kowalczyk.

	JERRY
	Polish?

	SUGAR
	Yes.  I come from a very musical family.
	My mother is a piano teacher and my
	father was a conductor.

	JOE
	Where did he conduct?

	SUGAR
	On the Baltimore and Ohio.

	JOE
	Oh.

	SUGAR
	I play the ukulele.  And I sing too.

	JERRY
	(to Jerry)
	She sings, too.

	SUGAR
	I don't really have much of a voice - but then
	it's not much of a band, either.  I'm only
	with 'em because I'm running away.

	JOE
	Running away?  From what?

	SUGAR
	Don't get me started on that.
	(extending flask)
	Want a drink?  It's bourbon.

As Jerry reaches for it, his bosom starts to slip again, and
he quickly refolds his arms.

	JERRY
	We'll take a rain check.

	SUGAR
	(downs cupful of bourbon)
	I don't want you to think that I'm a drinker.
	I can stop any time I want to - only I don't
	want to.  Especially when I'm blue.

	JOE
	We understand.

	SUGAR
	All the girls drink - but I'm the one that
	gets caught.  That's the story of my life.
	I always get the fuzzy end of the lollipop.

She has screwed the cap back on the flask, and now slips it
under her garter.

	SUGAR
	Are my seams straight?

	JERRY
	(examining her legs)
	I'll say.

	SUGAR
	See you around, girls.

She waves and exits into the Pullman car.

	JERRY
	Bye, Sugar.
	(to Joe)
	We been playing with the wrong bands.

	JOE
	Down, Daphne!

	JERRY
	How about the shape of that liquor cabinet?

Joe spins him around, and unbuttoning the back of his
dress, starts to fix the slipped brassiere.

	JOE
	Forget it.  One false move, and they'll toss us
	off the train - there'll be the police, and
	the papers, and the mob in Chicago...

	JERRY
	(not listening)
	Boy, would I like to borrow a cup of that Sugar.

	JOE
	(whirling him around,
	grabbing the front
	of his dress)
	Look - no butter, no pastry, and no Sugar!

	JERRY
	(looking down at
	his chest, pathetically)
	You tore it again!

	DISSOLVE:

18.	EXT.  LOCOMOTIVE WHEELS - NIGHT.	18.

The wheels are pounding along the track, accompanied by a
spirited rendition of RUNNING WILD.

19.	INT.  PULLMAN CAR - NIGHT.		19.

At one end of the car, Sweet Sue and her Society
Syncopators are beating out RUNNING WILD.  It is a special
rehearsal to break in the two new girls, Josephine and
Daphne.  The other girls, including Sugar on the ukulele, are
really swinging.  But Joe and Jerry are playing in a dainty
ultra-refined manner, so as not to give themselves away.
Sue, who is conducting from the aisle, raps her baton
against a seat.  The girls stop playing.

	SUE
	(to Joe and Jerry)
	Hey, Sheboygan - you two - what was
	your last job - playing square dances?

	JOE
	No - funerals.

	SUE
	Would you mind rejoining the living?
	Goose it up a little.

	JERRY
	We'll try.

Sue is about to give the downbeat, when her eyes fall on
Jerry's bass fiddle.  There is a neat row of bullet holes
across the face of the instrument.

	SUE
	How did those holes get there?

	JERRY
	(looking down)
	Oh - those.  I don't know.
	(tentatively)
	Mice?

	JOE
	(quickly)
	We got it second-hand.

	SUE
	All right - lets take it from the top.
	And put a little heat under it, will you?

She brings the baton down, and the girls start playing
again.  This time Joe and Jerry give it both knees - Joe
going for a wild ride on the sax, and Jerry slapping and
twirling the bass like a girl possessed.  Sue cocks her
eyebrows, amazed by the hepness of the two conservatory
cats.

Now it is time for Sugar's solo.  She steps forward with the
ukulele, and starts to sing a hot chorus of RUNNING WILD.
Holding on to the bull-fiddle, Jerry leans forward to get a
better view of Sugar's backfield in motion.

As Sugar shimmies through the number, the hidden flask
slips out from under her garter, and falls to the floor with a
clank.  She freezes.  Sue raps her baton furiously against
the seat, stopping the music.

	SUE
	BIENSTOCK!

Bienstock, with his glasses on, is sitting father back in the
car reading Variety.  He leaps up.

	BIENSTOCK
	Yes, Sue?  What is it?

	SUE
	(pointing at flask)
	I thought I made it clear I don't want any
	drinking in this outfit.

	BIENSTOCK
	(picking up flask)
	All right, girls.  Who does this belong to?
	(no answer)
	Come on, now.  Speak up.
	(still no answer;
	his eyes fall on Sugar,
	who stands there frozen)
	Sugar, I warned you!

	SUGAR
	Please, Mr. Bienstock -

	BIENSTOCK
	This is the last straw.  In Kansas City you
	were smuggling liquor in a shampoo bottle.
	Before that I caught you with a pint in your
	ukulele -

Jerry has squeezed himself between the girls, and steps forward.

	JERRY
	Pardon me, Mr. Bienstock - can I have my
	flask back?

	BIENSTOCK
	(automatically)

	Sure.
	(hands it to him,
	turns back to Sugar)
	Pack your things, and the next station
	we come to -
	(he does a take,
	turns to Jerry)
	Your flask?

	JERRY
	Uh-huh.  Just a little bourbon.

He starts to slip it down the neck of his dress.

	BIENSTOCK
	Give me that!

He grabs the flask.  Sugar is looking at Jerry gratefully.  Joe
glares at Jerry, ready to hit him with the saxophone.

	SUE
	(to Joe and Jerry; dryly)
	Didn't you girls say you went to a conservatory?

	JERRY
	Yes.  For a whole year.

	SUE
	I thought you said three years.

	JOE
	(lightly)
	We got time off for good behavior.

	SUE
	There are two things I will not put up with
	during working hours.  One is liquor -
	and the other one is men.

	JERRY
	(a blinking angel)
	Men?

	JOE
	Oh, you don't have to worry about that.

	JERRY
	We would be caught dead with men.  Those
	rough, hairy beasts with eight hands -
	(looking at Bienstock)
	They all want just one thing from a girl.

	BIENSTOCK
	(drawing himself up)
	I beg your pardon.

	SUE
	(rapping baton)
	All right, girls - from the top again.

Once more the Society Syncopators wade into RUNNING
WILD.  Sugar, strumming the ukulele, smiles warmly at
Daphne, a true blue pal; Daphne smiles back, his mouth
watering a little, like a kid in a pastry shop.

	DISSOLVE:

20.	EXT.  LOCOMOTIVE WHEELS - NIGHT.	20.

The wheels are still pounding away - but there's no more
music.

21.	INT.  PULLMAN CAR - NIGHT.		21.

The berths are made up, and the girls are getting ready for
bed.  Joe, in pajamas, is standing in the aisle beside Lower
7, draping his dress neatly on a hanger.  Jerry, in a
nightgown, is lying in Upper 7 with the curtains open,
watching the broads go by.  Girls in negligees, in pajamas,
in nightgowns, are scurrying with their wash-kits in and out
of the ladies' room, climbing into lowers and uppers.

	JERRY
	(the young sultan)
	Good night, Mary Lou - Dolores dear,
	sleep tight - Nighty-night, Emily.

	EMILY
	(climbing into an upper)
	Toodle-oo.

	JERRY
	(to Joe)
	How about that toodle-oo?

	JOE
	Steady, boy.  Just keep telling yourself
	you're a girl.

	JERRY
	(to himself)
	I'm a girl.  I'm a girl.  I'm a girl -

Rosella and Olga come bouncing past from the ladies' room.

	JERRY
	(to Joe)
	Get a load of that rhythm section.
	(a glare from Joe)
	I'm a girl.  I'm a girl.  I'm a girl.

His eyes stray down the aisle.  In Upper 2, Sugar is getting
ready for bed.  All Jerry can see is her legs dangling out of
the berth, as she removes her stockings.  But that's all the
identification Jerry needs.

	JERRY
	(calling down the aisle)
	Good night, Sugar.

	SUGAR
	(sticking her head out)
	Good night, honey.

	JERRY
	(to Joe; enraptured)
	Honey - she called me honey.

Without a word, Joe takes the ladder leaning against Jerry's
berth, slides it under the lower.

	JERRY
	What are you doing?

	JOE
	I just want to make sure that honey stays
	in the hive.  There'll be no buzzing around
	tonight.

	JERRY
	But suppose I got to go - like for a drink
	of water?

	JOE
	Fight it.

	JERRY
	But suppose I lose?  Suppose it's an emergency?

	JOE
	(points to cord running
	across the back of
	Jerry's berth)
	Then pull the emergency brake!

Sitting on the edge of Lower 1, ready for bed, is Sue.  She is
looking off intently toward Joe and Jerry, flipping a
stomach pill in one hand and holding a paper cup of water
in the other.  She turns to Bienstock, who is across the aisle
in Lower 2, just buttoning his pajama tops.

	SUE
	You know, Bienstock, there's something funny
	about those two new girls.

	BIENSTOCK
	Funny?  In what way?

	SUE
	I don't know - but I can feel it right here.
	(pats tummy)
	That's one good thing about ulcers - it's like
	a burglar alarm going off inside you.

She swallows the pill, washes it down with water.

	BIENSTOCK
	All right, Sue.  You watch your ulcers -
	I'll watch those two.
	(rises, claps his hands)
	Okay.  Everybody settle down and go to bed.
	Good night, girls.

The last few girls climb into their births, lights are being
extinguished, curtains are being closed.

Joe, standing outside Berth 7, starts to close the curtains of
Jerry's berth.

	JOE
	Good night, Daphne.

	JERRY
	(wretchedly)
	Good night, Josephine.

Joe closes the curtains.  Jerry, in the upper, extinguishes the
light.  He settles himself back on the pillow, closes his eyes.

	JERRY
	(muttering to himself)
	I'm a girl - I'm a girl - I wish I were dead -
	I'm a girl - I'm a girl -

22.	EXT.  LOCOMOTIVE WHEELS - NIGHT.	22.

The wheels are pounding along the track in the rhythm of
Jerry's 'I'm a girl, I'm a girl.'

	DISSOLVE:

23.	INT.  PULLMAN CAR - NIGHT.		23.

There are just a few dim lights illuminating the aisle.
Everybody seems to be asleep, all is quiet - except for
Bienstock's steady snoring in Lower 2.

After a moment, the curtains of Upper 2 open, and Sugar
peeks out cautiously.  She is wearing a negligee over her
nightie.  Seeing that all is clear, she slips quietly down the
ladder, and tiptoes down the aisle.

She arrives at Berth 7, and finding no ladder there, takes
one from across the aisle, leans it against Jerry's berth, and
climbs up.

Jerry is asleep in Upper 7, as the curtains part and Sugar
leans in.

	SUGAR
	(a whisper)
	Daphne...

She taps his shoulder.  Jerry sits bolt upright, hits his head
against the top of the berth.

	JERRY
	Oh - Sugar!

	SUGAR
	I wanted to thank you for covering for me.
	You're a real pal.

	JERRY
	It's nothing.  I just think us girls should
	stick together.

	SUGAR
	If it hadn't been for you, they would have
	kicked me off the train.  I'd be out there in the
	middle of nowhere, sitting on my ukulele.

	JERRY
	It must be freezing outside.  When I
	think of you - and your poor ukulele -

	SUGAR
	If there's anything I can do for you -

	JERRY
	Oh, I can think of a million things -

Sugar, looking off, sees something in the aisle, quickly
climbs into the berth beside Jerry.

	JERRY
	And that's one of them.

	SUGAR
	(finger to her lips)
	Sssh.  Sweet Sue.

She peers through the slit in the curtains.

Sue, in a wrapper, is padding sleepily down the aisle toward
the ladies' room.

Back in Upper 7, Sugar turns conspiratorially to Jerry.

	SUGAR
	I don't want her to know we're in cahoots.

	JERRY
	We won't tell anybody - not even Josephine.

	SUGAR
	I'd better stay here till she goes back to sleep.

	JERRY
	Stay as long as you'd like.

	SUGAR
	(putting her legs
	under the covers)
	I'm not crowding you, am I?

	JERRY
	No.  It's nice and cozy.

	SUGAR
	When I was a little girl, on cold nights like this,
	I used to crawl into bed with my sister.  We'd
	cuddle up under the covers, and pretend we
	were lost in a dark cave, and were trying to
	find out way out.

	JERRY
	(mopping his brow)
	Interesting.

	SUGAR
	Anything wrong?

	JERRY
	No, no.

	SUGAR
	(putting a hand on
	his shoulder)
	Why you poor thing - you're trembling
	all over.

	JERRY
	That's ridiculous.

	SUGAR
	And your head is hot.

	JERRY
	That's ridiculous.

	SUGAR
	(her feet touching his
	under the cover)
	And you've got cold feet.

	JERRY
	(a wan smile)
	Isn't that ridiculous?

	SUGAR
	Let me warm them a little.
	(rubbing her feet
	against his)
	There - isn't that better?

Jerry has turned his head away, and is now mumbling to
himself.

	JERRY
	I'm a girl, I'm a girl, I'm a girl -

	SUGAR
	What did you say?

	JERRY
	I'm a very sick girl.

	SUGAR
	(sitting up)
	Maybe I'd better go before I catch something.

	JERRY
	(holding her by the arm)
	I'm not that sick.

	SUGAR
	I have a very low resistance.

	JERRY
	Look, Sugar, if you feel you're coming down
	with something, the best thing is
	a shot of whiskey.

	SUGAR
	You got some?

	JERRY
	I know where to get some.
	(sitting up)
	Don't move.

He climbs across her, and opening the curtains, leans all
the way over the edge of the upper berth and down toward
the berth below.

In Lower 7, Joe is asleep, facing the window.  The curtains
part, and Jerry, dangling upside down, reaches toward the
suitcase at the foot of the berth.  He raises the lid of the
suitcase, rummages around till he finds a bottle of bourbon.
As he takes it out, Joe stirs.  Jerry freezes, raises the bottle
up, ready to conk Joe if he wakes up.  Joe turns over, settles
back to sleep, and Jerry swings his body through the
curtains.

Jerry, the bottle clutched in his hand, is hanging upside
down, while Sugar in the upper berth holds on to his legs.
As Jerry tries to raise himself back up, he slips out of
Sugar's grasp, and sprawls in the aisle.  He lies absolutely
still, afraid that Joe may have heard him.

	SUGAR
	(a solicitous whisper)
	You all right?

	JERRY
	(getting up)
	I'm fine.

	SUGAR
	How's the bottle?

	JERRY
	Half-full.

As he hands it up to her, the curtains of Upper 4 part, and
Dolores, who has been awakened by the fall, peeks out.

	SUGAR
	(to Jerry)
	You better get some cups.

Jerry pads over to the water fountain beside the rest rooms.
He punches out a couple of paper cups from a dispense, flits
back to Berth 7, and scurries up the ladder.

Dolores watches all this with great interest.

Back in Upper 7, Sugar has already opened the bottle.

	JERRY
	(handing her
	the paper cups)
	I tell you - this is the only way to travel.

	SUGAR
	(pouring)
	You better put on the lights.
	I can't see what I'm doing.

	JERRY
	No - no lights.  We don't want anyone
	to know we're having a party.

	SUGAR
	I may spill something.

	JERRY
	(shifting into high)
	So spill it.  Spills, thrills, laughs, games -
	this may even turn out to be a surprise party.

	SUGAR
	What's the surprise?

	JERRY
	(coyly)
	Uh-uh.  Not yet.

	SUGAR
	When?

	JERRY
	We better have a drink first.

	SUGAR
	(handing him cup)
	Here.  This'll put hair on your chest.

	JERRY
	No fair guessing.

They drink.  The curtains open and Dolores, standing on the
ladder outside, sticks her head in.

	DOLORES
	This a private clambake,
	or can anybody join?

	JERRY
	(turns, startled)
	It's private.  Go away.

	SUGAR
	Say, Dolores - you still got that
	bottle of vermouth?

	DOLORES
	Sure.

	JERRY
	Who needs vermouth?

	SUGAR
	(to Dolores)
	We have some bourbon -
	lets make Manhattans.

	DOLORES
	Okay.
	(starts down the ladder)

	JERRY
	Manhattans?  This time of night?

	SUGAR
	(calling after Dolores)
	And bring the cocktail shaker.

	JERRY
	(disgustedly)
	Oh, Sugar.  You're going to
	spoil my surprise.

Dolores has crossed the aisle, and getting a foot up on
Lower 4, reaches up into her berth for the vermouth.  The
curtains of Lower 4 open, and Mary Lou sticks her head out.

	MARY LOU
	What's up?

	DOLORES
	Party in Upper 7.

	MARY LOU
	I got some cheese and crackers.

	DOLORES
	And get a corkscrew.

Mary Lou gets out of her berth, steps across to Lower 3,
wakes up Rosella.

	MARY LOU
	Party in Upper 7.  Got a corkscrew?

	ROSELLA
	(wide awake)
	No.  But Stella has.

	MARY LOU
	Get some cups.

Rosella hurries toward the water fountain, while Mary Lou
gets Stella and the corkscrew out of bed.  Rapidly, the whole
Pullman car springs into action.  As silent as mice, the girls
slip out of their berths, armed with various provisions.
Their nighties billowing they scuttle down the aisle and up
the ladder into Upper 7.

In Upper 7, the party is building rapidly, as the mice pile in
with their contributions.

	GIRLS
	Here's the vermouth.
	I brought some crackers and cheese.
	Will ten cups be enough?
	Can you use a bottle of Southern Comfort?

Jerry is trying vainly to stem the invasion of gatecrashers.

	JERRY
	Please, girls - this is a private party -
	a party for two - go away, no more room -
	ssh, the neighbors downstairs - you'll
	wake up Josephine - please, no crackers
	in bed - go someplace else, form your own
	party - be careful with that corkscrew!
	Sugar - where are you, Sugar?

Sugar is greeting Olga, who has climbed  into the berth
clutching a hot water bottle.

	OLGA
	Here's the cocktail shaker.

Sugar starts measuring bourbon and vermouth into it.

	GIRLS
	Easy on the vermouth.
	If we only had some ice -
	Pass the peanut butter.
	Anybody for salami?

	JERRY
	(desperately)
	Thirteen girls in a berth - that's bad luck!
	Twelve of you will have to get out! ...
Please, girls, no more food!
I'll have ants in the morning!

In Lower 7, Joe is stirring restlessly, while subdued noises
float down from the party upstairs.  The curtains part and
Emily sticks her head in and shakes Joe.

	EMILY
	Hey - you got any maraschino cherries
	on you?

	JOE
	(half asleep)
	Huh?

	EMILY
	Never mind.

She disappears.  Joe starts to close his eyes, then sits up
with a jolt.

	JOE
	Maraschino cherries?

Slowly he becomes aware of the sounds of revelry up above.
His eyes wide as he sees a girl's bare leg through the
curtains.  The girl steps on the edge of his berth, hoists
herself into the upper.  Joe throws open the curtains, sees
several other pairs of girls' legs dangling down from the
upper, and still more legs climbing up the ladder.

Frantically, Joe jumps out of his birth.  He is confronted by
a sight which knocks into a cocked hat the principle that
two bodies cannot occupy the same space at the same time.
In a triumph of engineering, fourteen girls have squeezed
themselves into Upper 7 - or to be exact, thirteen girls and
Daphne - not to mention the bourbon, the vermouth, the
Southern Comfort, the paper cups, the corkscrew, the hot
water bottle, the crackers and cheese, and the salami.
There is a seething tangle of arms and legs and blonde
heads - like a snake pit at feeding time.

	JOE
	What's going on here?
	(trying to find a
	needle in the haystack)
	Daphne - Daphne -

	JERRY
	(sticking his head out)
	It's not my fault.  I didn't invite them.

	JOE
	(pleading)
	Break it up, girls!  Daphne!
	Come on, help me!

He starts to tug at odd arms and legs.

Jerry pulls himself back into the berth.

	JERRY
	All right, girls.  You heard Josephine.
	Everybody out.

Sugar starts to back out of the berth.

	JERRY
	Not you, Sugar.

	SUGAR
	I'm just going to get some ice.

Joe has slipped on his robe as Sugar comes backing out of
the berth and down the ladder.

	JOE
	Out, out!  That's right, Sugar.
	Now the rest of you.

As Sugar heads for the water fountain, Joe starts to pull the
other girls out.

	GIRLS
	Aw, don't be a flat tire.
	Have a Manhattan.
	Come on in.  There's lots of room
	in the back.

	JOE
	Ssh.  Pipe down.  We'll all be fired.

Jerry sticks his head out, looks after Sugar.

	JERRY
	(plaintively)
	Sugar - don't you leave me here alone, Sugar.

Sugar has pried open the panel under the water fountain,
and reaching inside, drags out a huge cake of ice.  Not quite
knowing what to do with it, she thrusts it into Joe's hands,
and turns quickly to the pile of instruments stashed
between some empty seats.

	JOE
	(unaware of the cake of
	ice in his hands)
	Come on, kids.  Give up, will you?
	The party's over.  Everybody go home.
	(suddenly notices the ice)
	What's this?

By this time, Sugar has unscrewed a cymbal from the drum,
and is holding the drummer's metal brush.

	SUGAR
	(beckoning to Joe)
	Josephine, over here.  Before it melts.

She heads for the women's lounge.  Joe looks at her, looks
at the ice, and not knowing what else to do with it, follows
her through the curtains.

24.	INT.  WOMEN'S LOUNGE - NIGHT.		24.

Sugar comes in, followed by Josephine with the cake of ice.

	SUGAR
	(pointing to sunken
	washbowl)
	Put it here.

	JOE
	(dropping the ice
	in the bowl)
	Sugar, you're going to get yourself
	into a lot of trouble.

	SUGAR
	Better keep a lookout.

Joe crosses to the curtain, peers out.  Sugar, using the
handle of the metal brush, starts to chop ice into the
upturned cymbal.

	JOE
	If Bienstock catches you again -
	What's the matter with you, anyway?

	SUGAR
	I'm not very bright, I guess.

	JOE
	I wouldn't say that.  Careless, maybe.

	SUGAR
	No, just dumb.  If I had any brains,
	I wouldn't be on this crummy train
	with this crummy girls' band.

	JOE
	Then why did you take this job?

	SUGAR
	I used to sing with male bands.
	But I can't afford it any more.

	JOE
	Afford it?

	SUGAR
	Have you ever been with a male band?

	JOE
	Me?

	SUGAR
	That's what I'm running away from.
	I worked with six different ones in the
	last two years.  Oh, brother!

	JOE
	Rough?

	SUGAR
	I'll say.

	JOE
	You can't trust those guys.

	SUGAR
	I can't trust myself.  The moment I'd
	start with a new band - bingo!

	JOE
	Bingo?

	SUGAR
	You see, I have this thing about
	saxophone players.

	JOE
	(abandoning his
	lookout post)
	Really?

	SUGAR
	Especially tenor sax.  I don't know what
	it is, but they just curdle me.  All they
	have to do is play eight bars of
	"Come to Me My Melancholy Baby" -
	and my spine turns to custard, and I
	get goose-pimply all over - and I
	come to them.

	JOE
	That so?

	SUGAR
	(hitting her head)
	Every time!

	JOE
	(nonchalantly)
	You know - I play tenor sax.

	SUGAR
	But you're a girl, thank goodness.

	JOE
	(his throat drying up)
	Yeah.

	SUGAR
	That's why I joined this band.
	Safety first.  Anything to get away
	from those bums.

	JOE
	(drier yet)
	Yeah.

	SUGAR
	(hacking the ice
	viciously)
	You don't know what they're like.
	You fall for them and you love 'em -
	you think it's going to be the biggest
	thing since the Graf Zeppelin - and
	the next thing you know they're
	borrowing money from you and
	spending it on other dames and
	betting on the horses -

	JOE
	You don't say?

	SUGAR
	Then one morning you wake up and
	the saxophone is gone and the guy is
	gone, and all that's left behind is
	a pair of old socks and a tube of
	toothpaste, all squeezed out.

	JOE
	Men!

	SUGAR
	So you pull yourself together and you
	go on to the next job, and the next
	saxophone player, and it's the same
	thing all over again.  See what
	I mean? - not very bright.

	JOE
	(looking her over)
	Brains aren't everything.

	SUGAR
	I can tell you one thing - it's not
	going to happen to me again.  Ever.
	I'm tired of getting the fuzzy end of
	the lollipop.

Olga bursts in through the curtains.

	OLGA
	Ice!  What's keeping the ice?
	The natives are getting restless.

Joe hands her the cymbal piled with ice.

	JOE
	How about a couple of drinks for us?

	OLGA
	Sure.

She scoots out.  Joe and Sugar are alone again.

	SUGAR
	You know I'm going to be twenty-five
	in June?

	JOE
	You are?

	SUGAR
	That's a quarter of a century.
	Makes a girl think.

	JOE
	About what?

	SUGAR
	About the future.  You know - like
	a husband?  That's why I'm glad
	we're going to Florida.

	JOE
	What's in Florida?

	SUGAR
	Millionaires.  Flocks of them.  They all
	go south for the winter.  Like birds.

	JOE
	Going to catch yourself a rich bird?

	SUGAR
	Oh, I don't care how rich he is -
	as long as he has a yacht and his own
	private railroad car and his own
	toothpaste.

	JOE
	You're entitled.

	SUGAR
	Maybe you'll meet one too, Josephine.

	JOE
	Yeah.  With money like Rockefeller, and
	shoulders like Johnny Weismuller -

	SUGAR
	I want mine to wear glasses.

	JOE
	Glasses?

	SUGAR
	Men who wear glasses are so much more
	gentle and sweet and helpless.
	Haven't you ever noticed?

	JOE
	Well, now that you've mentioned it -

	SUGAR
	They get those weak eyes from reading -
	you know, all those long columns of
	tiny figures in the Wall Street Journal.

Olga is back again, carrying two Manhattans in paper cups
on the cymbal.  She hands them the drinks, starts to refill
the cymbal with ice.

	OLGA
	That bass fiddle - wow!  She sure knows
	how to throw a party!

She dashes out.  Joe looks after her, worriedly.

	SUGAR
	(raising cup)
	Happy days.

	JOE
	(lifting his cup)
	I hope this time you wind up with
	the sweet end of the lollipop.

They drink.  Joe studies her like a cat studying a canary.

25.	INT.  PULLMAN CAR - NIGHT.		25.

Olga is climbing up on the ladder to Upper 7 with the new
supply of ice in the cymbal.  The party is now really
winging.  Amidst the hushed hilarity, the hot water bottle is
being passed around, paper cups and crackers are flying,
some of the girls are smoking.  Despite the absence of
Sugar, Jerry is enjoying himself hugely.  Dolores has the
floor - finishing the joke that Bienstock interrupted earlier.

	DOLORES
	- so the one-legged jockey said -
	(she breaks up in
	helpless laughter)

	JERRY
	(eagerly)
	What did he say?

	DOLORES
	The one-legged jockey said - 'Don't worry
	about me, baby.  I ride side-saddle.'

To Jerry, this is excrutiatingly comical.  He puts his hand
over his mouth, trying to smother his wild laughter, starts
to hiccup.

	JERRY
	(Lady Daphne again)
	I beg your pardon.

Another hiccup.  And another.

	ROSELLA
	Put some ice on her neck!

She takes a hunk of ice out of the cymbal, rubs it against
the back of Jerry's neck.  Jerry leaps up with a squeal, and
the ice slides down into his nightgown.  He squirms and
wiggles, crying and laughing and hiccuping.

	JERRY
	Oooh!  Aaah!  It's cold!  Owwww!

The girls try to fish the ice from inside his nightie, and
suddenly Jerry gets a new shock, worse than the ice.  His
hiccups stop, his eyes widen in panic.  His bosoms have torn
lose from their moorings again.  He folds his arms over his
suddenly flat chest, to ward off exposure.

	JERRY
	(continuing)
	Cut it out, girls.  Stop it.
	Joe - Josephine - help!

	DOLORES
	Hey, she's ticklish!

With that, all the girls pounce on Jerry, start to tickle him.
Jerry flops around like a fish, screaming and laughing and
crying.  In despair, his eyes fall on the emergency cord.  He
makes a grab for the cord, pulls it.

26.	EXT.  LOCOMOTIVE WHEELS - NIGHT.	26.

The pounding wheels suddenly lock, and come to a jolting stop.

27.	INT.  PULLMAN CAR - NIGHT.		27.

The abrupt stop sends everybody in Upper 7 tumbling out
into the aisle.

28.	INT.  WOMEN'S LOUNGE - NIGHT.		28.

	Sugar, thrown off balance, grabs on to Joe.

	SUGAR
	What's happened?

	JOE
	Search me.
	(quickly)
	I mean - I'll see.

He sticks his head out through the curtains.

29.	INT.  PULLMAN CAR - NIGHT.		29.

The girls heaped in the aisle are extricating themselves and
scurrying back as fast as they can into their berths.  Jerry
scrambles up the ladder into Upper 7, pulls the curtains,
just as the curtains of Lower 1 are flung open and Sue
emerges.  She glances up the aisle, which is now empty and
peaceful-looking.

	SUE
	(angrily)
	What's going on around here?
	(shouting)
	BIENSTOCK!

Bienstock staggers sleepily out of Lower 2.

	BIENSTOCK
	Are we in Florida?

At the entrance to the women's lounge, Sugar has joined Joe
and the two are peering through the curtains.  The door of
the car opens, and the Conductor runs in angrily.  The two
withdraw back into the lounge.

The Conductor joins Sue and Bienstock.

	CONDUCTOR
	All right.  Who pulled the emergency
	brake?  Who was it?

	BIENSTOCK
	(bellowing at the
	closed curtains)
	Come on, girls.  Who was it?

Through the curtains of Upper 7, Jerry's head appears
timidly.

	JERRY
	I was it.

	SUE
	What's the big idea?

	JERRY
	I'm sorry. I was having a nightmare.
	(he hiccups)
	Something I ate.  I'm not at all well.
	(holds out cocktail shaker)
	See?  Hot water bottle.

	CONDUCTOR
	(disgusted)
	Musicians!  The last time we had some
	on the train, they started a wild, drunken
	brawl - twelve of them in one berth!

Jerry clucks his tongue disapprovingly.  The Conductor jerks
the emergency cord a couple of times, signaling the
engineer to start the train again.

30.	EXT.  LOCOMOTIVE WHEELS - NIGHT.	30.

The stalled wheels start to turn over and pick up speed.

	DISSOLVE:

31.	OMITTED			31.

32.	INT.  PULLMAN CAR - NIGHT.		32.

The train is moving.  Joe appears from the women's lounge,
signals to Sugar, who is behind him.

	JOE
	Okay, Sugar - all clear.  You better
	go back to bed.

	SUGAR
	I might as well stay in there.
	I won't be able to sleep anyway.

	JOE
	Why not?

	SUGAR
	Bienstock.  He snores to beat the band.
	We cut cards to see who sleeps over him,
	and I always lose.  Wouldn't you know?

	JOE
	Want to switch berths with me?

	SUGAR
	Would you mind terribly?

	JOE
	Not at all.

He leads her to Lower 7.  The curtains of Upper 7 are
closed.

	JOE
	I can fall asleep anywhere, any time,
	over anybody.

He takes his suitcase out, stashes it under the berth.

	SUGAR
	Thanks, honey.

	JOE
	(starting away)
	Good night, Sugar.

In Upper 7, Jerry is lying on his back with his eyes wide
open, listening intently.  From OFF comes -

	SUGAR'S VOICE
	Good night, Josephine.

Jerry props himself up on one elbow, a smug grin of
anticipation on his face.

Sugar gets into Lower 7, closing the curtains.  Joe proceeds
down the aisle, mounts the ladder to Upper 2.

In Upper 2, Joe closes the curtains, settles down to sleep.  In
the berth below, Bienstock is snoring away.  Unable to take
it, Joe clamps the spare pillow over his head.

In Upper 7, Jerry takes a long swig out of the hot water
bottle to get his courage up.  Then he parts the curtains
cautiously, drops to the aisle.  He leans toward the closed
curtains of Lower 7.

	JERRY
	(very softly)
	Joe - are you asleep, Joe?

In Lower 7, Sugar, her eyes closed, is drifting off to sleep.

Jerry, satisfied that Joe is asleep, pussyfoots down the aisle
to Berth 2.  He listens for a second to Bienstock snoring,
climbs up the ladder to Upper 2.

In Upper 2, Joe lies facing the window.  The curtains part
gingerly, and Jerry sticks his head in.

	JERRY
	(a honeyed whisper)
	Sugar - Sugar baby -

Joe opens his eyes wide, and is about to turn around, but
Jerry puts a restraining hand on his shoulder.

	JERRY
	(continuing)
	Sssh.  Don't move.  It's me - Daphne.
	We don't want to wake up Bienstock.

He slips into the berth, and the curtains close behind him.
It's pretty dark now.  Jerry stretches out on top of the
covers, addresses the back of Joe's head.  Joe, a grim
expression on his face, is waiting to see how far Jerry will
go.

	JERRY
	(continuing;
	the big moment)
	You know what I promised you before -
	that surprise - well, I better break it
	to you gently.  In the first place, I'm not
	a natural blonde - as a matter of face,
	there are all sorts of things about me
	that are not natural - you see, my friend
	and I - the reason we're on the train
	with you girls - well, you know those
	holes in the bull-fiddle - that wasn't
	mice - what I'm trying to say is - my
	name isn't really Daphne - it's Geraldine -
	I mean, Jerry - and you know why
	it's Jerry? - because I'm a boy!

He sweeps his blonde wig off.  Joe, who's had enough,
makes a move to sit up, but Jerry pushes him back gently.

	JERRY
	(continuing)
	Don't scream, please.  Don't spoil it -
	it's too beautiful.  just think of it,
	you and I - same berth, opposite sexes -
	male and female - he and she -
	the moth and the flame -
	(takes Joe's hand,
	puts it on his heart)
	Feel my heart - like a crazy drum.
	(starts kissing Joe's hand)
	I'm mad for you, Sugar.
	(breathing heavily)
	What are we going to do about it?

Joe has had it.  Wheeling around, he grabs Jerry by the
front of his nightgown, starts to shake him like a terrier
shaking a rat.

	JERRY
	(continuing; nonplussed)
	Sugar, what are you doing?
	Don't get sore, baby -

Beginning to realize something may be wrong, Jerry
reaches up and switches on the light.  There is something
wrong.

	JOE
	(holding Jerry with one
	hand, cocking the other)
	Male and female - the moth and the
	flame - I ought to slug you!

	JERRY
	(slapping wig back
	on his head)
	You wouldn't hit a girl, would you?

	FADE OUT:

	FADE IN:

33.	EXT.  SEMINOLE-RITZ HOTEL - DAY.	33.

The sprawling gingerbread structure basks in the warm
Florida sun, fanned by towering palm trees, and lulled by
waves breaking lazily on the exclusive beach frontage.

Wintertime and the livin' is easy, fish are jumpin' and the
market is high.

The hotel bus chugs up the curved driveway toward the
main entrance, hauling the Society Syncopators fromt he
station.  The rear of the bus is loaded with luggage and
instruments.  From inside comes the SOUND of girls' voices,
singing DOWN AMONG THE SHELTERING PALMS.

On the hotel veranda, creaking in their rocking chairs, are
a dozen elderly gentlemen.  They are all in resort clothes -
white flannels, striped flannels, knickers, Panama hats,
white linen caps - and they are all reading the Wall Street
Journal.  Their combined age must be about a thousand
years, and their combined bank balance just about as many
millions.  As they hear the bus drawing up, they stop
rocking, and slowly lower their Wall Street Journals.  They
are all wearing sunglasses, and leaning forward, they peer
through them at the new arrivals.

In the driveway, the girls are climbing out of the bus,
luggage and instruments are being unloaded.  Jerry helps
Sugar down, while Joe gets their instruments out of the pile.
He hands the bull-fiddle case to Jerry, the ukulele case to
Sugar.

	JERRY
	(taking the ukulele
	from Sugar)
	I'll carry the instruments.

	SUGAR
	Thank you, Daphne.

	JOE
	(handing Jerry the
	saxophone case)
	Thank you, Daphne.
	(to Sugar)
	Isn't she a sweetheart?

He leads her toward the entrance.  Jerry, loaded down with
bass fiddle, ukulele and sax, glares after them - angrily,
then follows them, balancing precariously on his high heels.

On the veranda, the twelve rich dodos remove their
sunglasses to get a better look at the girls.  The one nearest
to the steps is OSGOOD FIELDING III.

He is a bit younger than the others, but that still puts him
in his late fifties.  He wears white plus-fours, argyle socks,
two-toned shoes, and a gleam in his eye.  He tips his
Panama hat rakishly as the girl musicians mount the steps.

Joe and Sugar come up the steps.  Joe nudges her, directing
her attention to the old crooks.

	JOE
	Well, there they are - more millionaires
	than you can shake a stick at.

	SUGAR
	I'll bet there isn't one of them
	under seventy-five.

	JOE
	Seventy-five.  That's three-quarters
	of a century.  Makes a girl think.

	UGAR
	Yeah, I hope they brought their
	grandsons along.

As they pass Osgood Fielding III and start into the lobby, he
tips his Panama jauntily.  Then he turns to inspect the next
girl.

The next girl is Jerry, struggling up the steps, loaded with
bass fiddle, saxophone and ukulele.  He trips on the top
steps, loses one of his shoes.  Osgood jumps up gallantly.

	OSGOOD
	Just a moment, miss -
	(picks up shoe)
	May I?

	JERRY
	(extending his foot
	regally)
	Help yourself.

	OSGOOD
	(slipping shoe on)
	I am Osgood Fielding the Third.

	JERRY
	I am Cinderella the Second.

He starts to pull away, but Osgood holds on to his ankle.

	OSGOOD
	If there is one thing I admire, it's a girl
	with a shapely ankle.

	JERRY
	Me too.  Bye now.

	OSGOOD
	Let me carry one of the instruments.

	JERRY
	Thank you.
	(loading him up with
	all the instruments)
	Aren't you a sweetheart?

He starts into the lobby, Osgood struggling after him with
the instruments.

34.	INT.  LOBBY OF THE SEMINOLE-RITZ - DAY.	34.

The lobby is very resort-y - potted palms, overhead fans,
and a heavy undergrowth of wicker furniture.  Osgood,
balancing the instruments, follows Jerry in.

	OSGOOD
	It certainly is delightful to have
	some young blood around here.

	JERRY
	Personally, I'm Type O.

	OSGOOD
	You know, I've always been
	fascinated by show business.

	JERRY
	You don't say.

	OSGOOD
	Yes, indeed.  It's cost my family quite
	a bit of money.

	JERRY
	You invest in shows?

	OSGOOD
	No - it's showgirls.  I've been
	married seven or eight times.

	JERRY
	You're not sure?

	OSGOOD
	Mama is keeping score.  Frankly, she's
	getting rather annoyed with me

	JERRY
	I'm not surprised.

	OSGOOD
	So this year, when George White's
	Scandals opened, she packed me off to
	Florida.  Right now she thinks I'm
	out there on my yacht - deep-sea fishing.

	JERRY
	Well, pull in your reel, Mr. Fielding.
	You're barking up the wrong fish.

They come up to the elevator.  The doors are just closing on
a load of girl musicians going up.

	OSGOOD
	If I promise not to be a naughty boy -
	how about dinner tonight?

	JERRY
	Sorry.  I'll be on the bandstand.

	OSGOOD
	Oh, of course.  which of these instruments
	do you play?

	JERRY
	Bull fiddle.

	OSGOOD
	Fascinating.  Do you use a bow or
	do you just pluck it?

	JERRY
	Most of the time I slap it.

	OSGOOD
	You must be quite a girl.

	JERRY
	Wanna bet?

	OSGOOD
	My last wife was an acrobatic dancer -
	you know, sort of a contortionist -
	she could smoke a cigarette while
	holding it between her toes - Zowie! -
	but Mama broke it up.

	JERRY
	Why?

	OSGOOD
	She doesn't approve of girls who smoke.

The elevator has come down again, and the doors open.

	JERRY
	(reaching for the
	instruments)
	Goodbye, Mr. Fielding.

	OSGOOD
	Goodbye?

	JERRY
	This is where I get off.

	OSGOOD
	(the naughty boy)
	Oh, you don't get off that easy.

He eases her into the elevator, follows with the instruments.

	OSGOOD
	(continuing; to
	elevator operator)
	All right, driver.  Once around the park.
	Slowly.  And keep your eyes on the road.

The door closes.  CAMERA PANS UP to the floor indicator.
The arrow moves smoothly past the second floor, then stops
abruptly, jiggles violently, starts down again.  CAMERA
PANS DOWN.  the elevator door opens.

	JERRY
	(outraged womanhood)
	What kind of girl do you think I am,
	Mr. Fielding?

He slaps Osgood's face, takes the instruments from him.

	OSGOOD
	Please.  It won't happen again.

	JERRY
	No, thank you.  I'll walk.

He stalks out of the elevator with the instruments, starts
indignantly up the stairs.  Osgood stands holding his cheek,
looking after him enraptured.

	OSGOOD
	Zowie!

35.	INT.  FOURTH FLOOR CORRIDOR - DAY.	35.

This is the floor on which the girls are billeted.  Sugar, Joe
and the other Society Syncopators are gathered around
Bienstock and Sue, while bellhops are bringing up the
luggage.

	BIENSTOCK
	(holding up a list)
	All right, girls - here are your
	room assignments.
	(tapping his pockets)
	My glasses - where are my glasses?

As he continues to search, Sue takes the list from him,
starts to read it off.

	SUE
	Olga and Mary Lou in 412 - and Mary Lou,
	keep your kimono buttoned when you ring
	for room service - Josephine and Daphne
	in 413 - Dolores and Sugar in 414 -

	DOLORES
	Me and Sugar?

	SUE
	What did you expect - a one-legged jockey?

Joe and Sugar are moving on toward their rooms.

	SUGAR
	I wish they'd put us in the same room.

	JOE
	So do I.  But don't worry - we'll be
	seeing a lot of each other.

They reach the door of 414, and Sugar opens it.

	SUGAR
	(ruefully)
	414 - that's the same room number
	I had in Cincinnati - my last time
	around with a male band.
	What a heel he was.

	JOE
	Saxophone player?

	SUGAR
	What else?  And was I ever crazy about him.
	Two in the morning, he sent me down for
	knackwurst and potato salad - they were
	out of potato salad, so I brought coleslaw -
	so he threw it right in my face.

	JOE
	Forget it, Sugar, will you?  Forget about
	saxophone players.  You're going to meet
	a millionaire - a young one.

	SUGAR
	What makes you so sure?

	JOE
	Just my feminine intuition.

She smiles gratefully at him as she enters 414.  Joe crosses
to the open door of 413, goes in.

36.	INT.  ROOM 413 - DAY.		36.

It's a small room, twin-beds, more wicker, adjoining
bathroom.  Outside the French windows is a balcony, giving
on the ocean.

As Joe comes in, a BELLHOP is just setting down some
suitcases - two of them are Joe's and Jerry's, the third is a
somewhat more elegant model in brown cloth with a white
stripe down the middle and the initials B.B.  The Bellhop, a
fresh punk of seventeen, turns to Joe.

	BELLHOP
	Are these your bags?

	JOE
	Yes.  And that one, too.

	BELLHOP
	Okay, doll.

	JOE
	I suppose you want a tip?

		BELLHOP
	Forget it, doll.  After all, you work here -
	I work here - and believe you me, it's
	nice to have you with the organization.

	JOE
	Bye.

	BELLHOP
	(the young Clark Gable)
	Listen, doll - what time do you
	get off tonight?

	JOE
	Why?

	BELLHOP
	Because I'm working the night shift - and
	I got a bottle of gin stashed away - and
	as soon as there's a lull -

	JOE
	Aren't you a little too young for that, sonny?

	BELLHOP
	Wanna see my driver's license?

	JOE
	Get lost, will you?

	BELLHOP
	That's the way I like 'em - big and sassy.
	(at the door)
	And get rid of your roommate.

He pulls out his bow tie, which is on an elastic, lets in snap
back like an exclamation point.  Joe looks after him grimly,
then his eyes fall on the suitcase with the stripe, and he
shoves it quickly under the bed.  The door opens again, and
Joe whirls around.  Jerry comes staggering in breathlessly
with the instruments, kicks the door shut with his foot.

	JERRY
	Why, that dirty old man!

He throws the instruments disgustedly on one of the beds.

	JOE
	What happened?

	JERRY
	I got pinched in the elevator.

	JOE
	Well, now you know how the other half lives.

	JERRY
	(looking in
	the mirror)
	And I'm not even pretty.

	JOE
	They don't care - just as long as you
	wear skirts.  It's like waving a red flat
	in front of a bull.

	JERRY
	I'm tired of being a flag.  I want to be a
	bull again.  Lets get out of here, Joe.
	Let's blow.

	JOE
	Blow where?

	JERRY
	You promised - the minute we hit Florida,
	we were going to beat it.

	JOE
	How can we?  We're broke.

	JERRY
	We can get a job with another band.
	A male band.

	JOE
	Listen, stupid - right now Spats Colombo
	and his chums are looking for us in every
	male band in the country.

	JERRY
	But this is so humiliating.

	JOE
	So you got pinched in the elevator.
	So what?  Would you rather be
	picking lead out of your navel?

	JERRY
	All right, all right!
	(rips off his hat and wig,
	tosses them on the bed)
	But how long can we keep this up?

	JOE
	What's the beef?  We're sitting pretty.
	We get room and board - we get paid
	every week - there's the palm trees
	and the flying fish -

	JERRY
	What are you giving me with the flying fish?
	I know why you want to stick around -
	you're after Sugar.

	JOE
	(holier-than-thou)
	Me?  After Sugar?

	JERRY
	I watched you two on the bus - lovey-dovey -
	whispering and giggling and borrowing
	each other's lipstick -

	JOE
	What are you talking about?  Sugar and
	me, we're just like sisters.

	JERRY
	Yeah?  Well, I'm your fairy godmother -
	and I'm keeping an eye on you.

There is a KNOCK on the door.

	BIENSTOCK'S VOICE
	Are you decent?

Joe pulls Jerry's wig out of the hat, jams it down his head.

	JOE
	Come in.

Bienstock comes in.

	BIENSTOCK
	You girls have seen a brown bag with a
	white stripe and my initials?

	JERRY
	A what?

	BIENSTOCK
	My suitcase - with all my resort clothes.

	JOE
	(glancing down)
	No, we haven't.

	BIENSTOCK
	Can't understand it.  First my glasses
	disappear - then one of my suitcases -

Sugar appears in the doorway behind him.

	SUGAR
	Where's my ukulele?

	BIENSTOCK
	- now a ukulele?  There must be a
	sneak thief around here.

He goes out, shaking his head in puzzlement.

	JERRY
	(handing her
	the ukulele)
	Here you are, Sugar.

	SUGAR
	A bunch of us girls are going for a swim.
	Want to come along?

	JERRY
	You betcha.

	JOE
	Wait a minute, Daphne.  You haven't got
	a bathing suit.

	SUGAR
	She doesn't need one.  I don't have one either.

	JERRY
	(to Joe)
	See?  She doesn't have one either -
	(to Sugar)
	You don't?

	SUGAR
	We'll rent some at the bathhouse.
	How about you, Josephine?

	JOE
	No, thanks.  I'd rather stay in and
	soak in a hot tub.

He steps into the bathroom, turns on the faucet.

	JERRY
	Yeah - let her soak.  Come on.

	JOE
	Don't get burned, Daphne.

	SUGAR
	Oh, I have some suntan lotion.

	JERRY
	She'll rub it on me - and I'll rub it on her -
	and we'll rub it on each other - bye.

He ushers Sugar out in high spirits.  Joe looks after them,
then quickly locks the hall door, and stepping into the
bathroom, turns off the water.  He hurries over to the bed,
slides out Bienstock's suitcase, opens it.  It's crammed full
of resort clothes - and Joe takes out a blazer, flannel pants,
and a yachting cap, which he perches on his head.  Then he
lifts his skirt above his knee, pulls out Bienstock's glasses
from under his garter.  He puts them on, peers around
myopically.  His enlarged eyes are grotesque - but then
again, so is his scheme.

	DISSOLVE TO:

37.	EXT.  BEACH - DAY.		37.

To the accompaniment of BY THE BEAUTIFUL SEA, several
girls from the band, in bathing suits and caps, are running
into the surf.  The other girls are already in the water,
splashing around and frolicking like a school of playful
porpoises.  There is no sign of Jerry.  Sugar, standing up to
her waist in water, suddenly lets out a startled SQUEAL,
slaps the surface of the water behind her.

	SUGAR
	Daphne!  Cut that out!

Jerry comes diving up, spouting water like a dolphin.  He is
wearing a girls' knitted bathing suit with a short skirt, and
a rubber cap.

	SUGAR
	(continuing)
	What do you think you're doing?

	JERRY
	Just a little trick I picked up in the elevator.

A good-sized wave comes rolling in.

	JERRY
	(continuing)
	Oooh. Here comes a big one.

He grabs Sugar, holding on to her tightly.  The wave breaks
over them, sweeps them off their feet.

Strolling casually along the beach is Joe.  He is wearing
Bienstock's blazer (crest and eight gold buttons), flannel
slacks (bell-bottom), a silk scarf, a yachting cap, and the
glasses (which blur his vision considerably).  In his hand he
carries a rolled-up copy of the Wall Street Journal.  He looks
off toward the ocean.

The girls are scampering out of the water, and some of
them start to toss a beach ball around.  Sugar and Jerry
come running up to the beach hand in hand.  They take
their caps off, and Sugar puts on a short terry-cloth jacket.
Jerry jumps around on one foot, his head tilted, shaking the
water out of his ear, then starts to rub himself off with a
towel.

	SUGAR
	(studying him)
	You know, Daphne - I had no idea
	you were such a big girl.

	JERRY
	You should have seen me before
	I went on a diet.

	SUGAR
	I mean, your shoulders - and your arms -

	JERRY
	That's from carrying around the bull fiddle.

	SUGAR
	But there's one thing I envy you for.

	JERRY
	What's that?

	SUGAR
	You're so flat-chested.  Clothes hang
	so much better on you than they do on me.

	DOLORES' VOICE
	(from off)
	Look out, Daphne!

The beach ball comes sailing INTO SHOT, and Jerry catches it.

	JERRY
	Come on, Sugar - let's play.

He takes Sugar's hand, skips off with her to join the other
girls.

Joe, meanwhile, has come up to a basket chair nearby.
Sitting in front of it, sorting sea shells out for a small pail,
is a BOY of five.  A few feet away stands his MOTHER,
calling to him.

	MOTHER
	Let's go, Junior.  Time for your nap.

	JUNIOR
	Nah.  I wanna play.

	JOE
	(out of the corner
	of his mouth)
	You heard your mudder, Junior.  Scram.

They boy looks up at him, fearfully.

	JOE
	(continuing)
	This beach ain't big enough for both of us.

The boy scrambles to his feet, and screaming "Mommy,"
runs off, leaving the pailful of shells behind.  Joe settles
himself in the chair, peers over his shoulder toward the
girls playing ball.

The girls, Sugar and Jerry among them, are standing in a
wide circle, tossing the beach ball around and chanting
rhythmically:  "I love coffee, I love tea, how many boys are
stuck on me?  One, two, three, four, five - "

There is a wild throw over Sugar's head, in the direction of
Joe's chair.  Sugar turns and runs after the ball to retrieve
it.

This is exactly what Joe has been waiting for.  As the ball
comes rolling past, he unfolds the Wall Street Journal,
pretends to be reading it.  Just as Sugar runs by, Joe
extends his foot a couple of inches - enough to trip her and
send her sprawling to the sand.

	JOE
	(lowering paper;
	Cary Grant by now)
	Oh, I'm terribly sorry.

	SUGAR
	My fault.

	JOE
	(helping her up)
	You're not hurt, are you?

	SUGAR
	I don't think so.

	JOE
	I wish you'd make sure.

	SUGAR
	Why?

	JOE
	Because usually, when people find out
	who I am, they get themselves a wheel chair
	and a shyster lawyer, and sue me for a
	quarter of a million dollars.

	SUGAR
	Well, don't worry.  I won't sue you -
	no matter who you are.

	JOE
	(returning to chair)
	Thank you.

	SUGAR
	Who are you?

	JOE
	Now, really -

Jerry and the other girls are looking off toward Sugar,
waiting for the ball.

	JERRY
	Hey, Sugar - come on.

Sugar picks up the ball.

	JOE
	(blase)
	So long.

He buries himself behind the Wall Street Journal again.
Sugar hesitates for a second, then throws the ball back to
the girls.  She steps closer to Joe, peers around the paper,
studying him.

	SUGAR
	Haven't I seen you somewhere before?

	JOE
	(without looking up)
	Not very likely.

	SUGAR
	Are you staying at the hotel?

	JOE
	Not at all.

	SUGAR
	Your face is familiar.

	JOE
	Possible you saw it in a newspaper -
	or magazine - Vanity Fair -

	SUGAR
	That must be it.

	JOE
	(waving her aside)
	Would you mind moving just a little?
	You're blocking my view.

	SUGAR
	Your view of what?

	JOE
	They run up a red-and-white flag on the
	yacht when it's time for cocktails.

	SUGAR
	(snapping at the bait)
	You have a yacht?

She turns and looks seaward at a half-a-dozen yachts of
different sizes bobbing in the distance.

	SUGAR
	(continuing)
	Which one is yours - the big one?

	JOE
	Certainly not.  with all that unrest in the
	world, I don't think anybody should have
	a yacht that sleeps more than twelve.

	SUGAR
	I quite agree.  Tell me, who runs up that
	flat - your wife?

	JOE
	No, my flag steward.

	SUGAR
	And who mixes the cocktails - your wife?

	JOE
	No, my cocktail steward.  Look, if you're
	interested in whether I'm married or not -

	SUGAR
	I'm not interested at all.

	JOE
	Well, I'm not.

	SUGAR
	That's very interesting.

Joe resumes reading the paper.  Sugar sits on the sand
beside his chair.

	SUGAR
	(continuing)
	How's the stock market?

	JOE
	(lackadaisically)
	Up, up, up.

	SUGAR
	I'll bet just while we were talking, you
	made like a hundred thousand dollars.

	JOE
	Could be.  Do you play the market?

	SUGAR
	No - the ukulele.  And I sing.

	JOE
	For your own amusement?

	SUGAR
	Well - a group of us are appearing at the
	hotel. Sweet Sue and Her Society Syncopators.

	JOE
	You're society girls?

	SUGAR
	Oh, yes.  Quite.  You know - Vassar, Bryn
	Mawr - we're only doing this for a lark.

	JOE
	Syncopators - does that mean you play
	that fast music - jazz?

	SUGAR
	Yeah.  Real hot.

	JOE
	Oh.  Well, I guess some like it hot.  But
	personally, I prefer classical music.

	SUGAR
	So do I.  as a matter of fact, I spent
	three years at the Sheboygan
	Conservatory of Music.

	JOE
	Good school!  And your family doesn't
	object to your career?

	SUGAR
	They do indeed.  Daddy threatened to
	cut me off without a cent, but I don't care.
	It was such a bore - coming-out parties,
	cotillions -

	JOE
	- Inauguration balls -

	SUGAR
	- opening of the Opera -

	JOE
	- riding to hounds -

	SUGAR
	- and always the same Four Hundred.

	JOE
	You know, it's amazing we never ran into
	each other before.  I'm sure I would have
	remembered anybody as attractive as you.

	SUGAR
	You're very kind.  I'll bet you're also very
	gentle - and helpless -

	JOE
	I beg your pardon?

	SUGAR
	You see, I have this theory about men
	with glasses.

	JOE
	What theory?

	SUGAR
	Maybe I'll tell you when I know you
	a little better.  What are you doing tonight?

	JOE
	Tonight?

	SUGAR
	I thought you might like to come to the
	hotel and hear us play.

	JOE
	I'd like to - but it may be rather difficult.

	SUGAR
	Why?

	JOE
	(his eyes on the pail
	with the shells)
	I only come ashore twice a day -
	when the tide goes out.

	SUGAR
	Oh?

	JOE
	It's on the account of the shells.
	That's my hobby.

	SUGAR
	You collect shells?

	JOE
	(taking a handful of
	shells from the pail)
	Yes.  So did my father and my
	grandfather - we've all had this passion
	for shells - that's why we named the
	oil company after it.

	SUGAR
	(wide-eyed)
	Shell Oil?

	JOE
	Please - no names.  Just call me Junior.

By this time, the ball game is breaking up, and Jerry
approaches Sugar and Joe.

	JERRY
	Come on, Sugar - time to change for dinner.

	SUGAR
	Run along, Daphne - I'll catch up with you.

	JERRY
	(a casual glance
	at Joe)
	Okay.

He takes a couple of steps away from them, freezes, comes
back and stares at Joe open-mouthed.

	JOE
	What is it, young lady?  What are you
	staring at?

	JERRY
	(points; speechless)
	You - you -

	JOE
	(to Sugar)
	This happens to me all the time in public.

	SUGAR
	(to Jerry)
	I recognized him too - his picture was
	in Vanity Fair.

	JERRY
	Vanity Fair?

	JOE
	(waving him aside)
	Would you mind moving along, please?

	SUGAR
	Yes, you're in the way.  He's waiting for
	a signal from his yacht.

	JERRY
	His yacht?

	SUGAR
	It sleeps twelve.
	(to Joe)
	This is my friend Daphne. She's a Vassar girl.

	JERRY
	I'm a what?

	SUGAR
	Or was it Bryn Mawr?

	JOE
	(to Jerry)
	I heard a very sad story about a girl who
	went to Bryn Mawr.  She squealed on her
	roommate, and they found her strangled
	with her own brassiere.

	JERRY
	(grimly)
	Yes - you have to be very careful
	about picking a roommate.

	SUGAR
	Well, I guess I'd better go -

	JOE
	It's been delightful meeting you both.

	SUGAR
	And you will come to hear us tonight?

	JOE
	If it's at all possible -

	JERRY
	Oh, please do come.  Don't disappoint us.
	It'll be such fun.  And bring your yacht.

	SUGAR
	Come on, Daphne.

She leads Jerry away.  Joe throws them a casual salute.

As Jerry and Sugar move off, Jerry looks over his shoulder.

	JERRY
	Well, I'll be - !   How about that guy?

	SUGAR
	Now look, Daphne - hands off -
	I saw him first.

	JERRY
	Sugar, dear - let me give you some advice.
	If I were a girl - and I am - I'd watch my step.

	SUGAR
	If I'd been watching my step, I never would
	have met him.  Wait till I tell Josephine.

	JERRY
	Yeah - Josephine.

	SUGAR
	Will she be surprised. I just can't wait
	to see her face -

	JERRY
	Neither can I.  Come on - lets go up
	to her room and tell her - right now.

He grabs her hand, starts to run toward the hotel.

	SUGAR
	We don't have to run.

	JERRY
	Oh yes, we do!

	DISSOLVE TO:

38.	INT.  FOURTH FLOOR CORRIDOR - DAY.	38.

Jerry, holding Sugar by the hand, comes running down the
corridor from the elevator.  He flings open the door of 413,
pulls Sugar inside.

39.	INT.  ROOM 413 - DAY.		39.

Jerry and Sugar stop breathlessly, look around.  The room
is empty.

	JERRY
	Josephine -

	SUGAR
	I guess she's not in here.

	JERRY
	That's funny.  Josie -
	(sees Josephine's dress on
	a hanger; smugly)
	I can't imagine where she can be.

	SUGAR
	Well, I'll come back later.

	JERRY
	No, no, Sugar - wait.  I have a feeling
	she's going to show up any minute.

	SUGAR
	(sitting down)
	Believe it or not - Josephine predicted
	the whole thing.

	JERRY
	Yeah.  This is one for Ripley.

	SUGAR
	Do you suppose she went out shopping?

	JERRY
	That's it.  Something tells me she's
	going to walk through that door
	in a whole new outfit.

He opens the door, peers out into the corridor expecting Joe
to show up in the yachting outfit.  At the same time,
through the partly open door of the bathroom, comes
Josephine's VOICE, singing "RUNNING WILD."

Jerry does a double-take.  Sugar starts toward the
bathroom door and opens it.  Jerry follows her,
incredulously.

In the bathroom, Joe with his wig on, is lying languidly in
the tub taking a bubble-bath, up to his neck in white foam.

	SUGAR
	Josephine.

	JOE
	Oh, I didn't hear you come in.

Jerry looks back toward the windows, trying to figure out
how Joe got in.

	SUGAR
	The most wonderful thing happened -

	JOE
	What?

	SUGAR
	Guess!

	JOE
	They repealed Prohibition?

	JERRY
	Oh, come on - you can do better than that.

	SUGAR
	I met one of them.

	JOE
	One of whom?

	SUGAR
	Shell Oil, Junior.  He's got millions -
	he's got glasses - and he's got a yacht.

	JOE
	(beaming)
	You don't say!

	JERRY
	He's not only got a yacht, he's got a bicycle.

	JOE
	(warningly)
	Daphne -
	(to Sugar)
	Go on - tell me all about him.

	SUGAR
	Well, he's young and handsome and a
	bachelor - and he's a real gentleman -
	not one of these grabbers.

	JOE
	Maybe you'd better go after him -
	if you don't want to lose him.

	SUGAR
	Oh, I'm not going to let this one get away.
	He's so cute - collects shells.

	JOE
	Shells?  Whatever for?

	JERRY
	You know - the old shell game.

	JOE
	Daphne, you're bothering us.

	SUGAR
	Anyway, you're going to meet him tonight.

	JOE
	I am?

	SUGAR
	Because he said he's coming to hear us
	play - maybe.

	JERRY
	What do you mean, maybe?  I saw the way
	he looked at you.  He'll be there for sure.

	SUGAR
	I hope so.

	JERRY
	What do you think, Josephine?  What does
	it say in your crystal ball?

Joe glares at him.  Meanwhile, Dolores has come into the
room in her wet bathing suit and carrying a dripping
rubber horse.  She sticks her head into the bathroom.

	DOLORES
	Hey, Sugar, you got the key?  I'm locked
	out and I'm making a puddle in the hall.

	SUGAR
	(to Joe and Jerry)
	See you on the bandstand, girls.

She follows Dolores out, closing the door.  Joe and Jerry are
alone now.  The atmosphere is tense.  They look at each
other steely-eyed.

	JOE
	(finally)
	Wise guy, huh?  Trying to louse me up -

	JERRY
	And what are you trying to do to
	poor Sugar?  Putting on that millionaire
	act - and that phony accent -
	(a la Cary Grant)
	Nobody talks like that!  I've seen you
	pull some low tricks on dames - but this
	is the trickiest and the lowest and the
	meanest -

His words trail off as he sees Joe rise slowly out of the tub.
The mystery of his quick change is now solved - he didn't
change at all.  He is fully dressed in Bienstock's outfit, and
is clutching the yachting cap.  As he emerges from the
bathtub, covered with suds, he looks like some diabolique
monster.  He advances on Jerry menacingly.

	JERRY
	(continuing)
	I'm not scared of you -
	(retreating)
	I may be small, but I'm wiry -
	(retreating some more)
	When I'm aroused, I'm a tiger!

By this time he is up against the wall.  Joe is closing in on
him.

	JERRY
	(continuing conciliatory)
	Don't look at me like that, Joe - I didn't
	mean any harm - it was just a little joke -
	don't worry - I'll press the suit myself.

The phone RINGS.

	JERRY
	(continuing)
	Telephone -

Joe closes in relentlessly.

	JERRY
	(continuing)
	You better answer the phone -

Joe slams the sopping cap on Jerry's head.  As Jerry coughs
and splutters, Joe picks up the RINGING phone.

	JOE
	Hello -
	(remembering he is a
	girl, pitches voice higher)
	Hello - yes, this is 413 - ship-to-shore? -
	all right, I'll take it.

40.	EXT.  FANTAIL OF THE YACHT CALEDONIA - DAY.	40.

It is a chic vessel indeed - and so is Osgood Fielding the
Third, lounging in a deck chair, speaking into a radio-
telephone.

	OSGOOD
	(that gleam in his eye)
	Hello, Daphne?  It's that naughty boy
	again - you know, Osgood - in the
	elevator - you slapped my face?
	Who is this?


41.	INT.  ROOM 413 - DAY.		41.

Joe is on the phone.  Through the open door of the
bathroom we see Jerry wiping his face.

	JOE
	This is her roommate.  Daphne can't
	talk right now.  Is it anything urgent?

42.	OSGOOD - ON PHONE.		42.

	OSGOOD
	Well, it is to me.  Will you give her a
	message?  I'd like her to have a little
	supper with me on my yacht after
	the show tonight.

43.	JOE - ON PHONE.			43.

	JOE
	Got it.  Supper - yacht - after the
	show - I'll tell her.
	(reacting)
	Your yacht?


44.	OSGOOD - ON PHONE.		44.

	OSGOOD
	The New Caledonia.  That's the name
	of it.  The Old Caledonia went down during
	a wild party off Cape Hatteras.  But tell
	her not to worry - this is going to be a
	quiet little midnight snack - just the two of us.

45.	JOE - ON PHONE.			45.

	JOE
	Just the two of you?  What about the crew?

46.	OSGOOD - ON PHONE.		46.

	OSGOOD
	Oh, that's all taken care of.  I'm giving
	them shore leave.  We'll have a little cold
	pheasant - and champagne - and I
	checked with the Coast Guard - there'll be
	a full moon tonight - oh, and tell her I got
	a new batch of Rudy Vallee records -

47.	INT.  ROOM 413 - DAY.		47.

	JOE
	(into phone)
	That's good thinking.  Daphne's a
	push-over for him.

Jerry comes up, still holding the towel.

	JERRY
	I'm a push-over for whom?  What is it?
	Who's on the phone?

	JOE
	(shushing him;
	into phone)
	Yes, Mr. Fielding - you'll pick her up after
	the show in your motorboat - goodbye -
	what's that you said?  Oh - zowie!
	I'll give her the message.
	(he hangs up)

	JERRY
	What message?  What motorboat?

	JOE
	You got it made, kid.  Fielding wants you
	to have a little cold pheasant with him
	on his yacht -

	JERRY
	Oh, he does!

	JOE
	Just the three of you on that great big
	boat - you and him and Rudy Vallee.

	JERRY
	Fat chance!  You call him right back
	and tell him I'm not going.

	JOE
	Of course, you're not.  I'm going.

	JERRY
	You're going to be on the boat with that
	dirty old man?

	JOE
	No.  I'm going to be on that boat with Sugar.

	JERRY
	And where's he going to be?

	JOE
	He's going to be ashore with you.

	JERRY
	With ME?

	JOE
	That's right.

	JERRY
	Oh, no!  Not tonight, Josephine!

	DISSOLVE TO:

48.	INT.  HOTEL BALLROOM - NIGHT.		48.

It's a good sized nightclub of the period, with about 200
guests in formal dress - evening gowns, white dinner
jackets - at the tables and on the dance floor.  A revolving
globe, with a mirrored surface, throws patterns of light and
shadow on the dancers.

On the bandstand, Sugar, backed by the rest of the
orchestra, is singing.  The girls in the band, Joe and Jerry
among them, wear uniform evening gowns and long
earrings.  Sugar and Sue war distinctive gowns.

Sugar's song is "I WANT TO BE LOVED BY YOU" - which she
belts across in the style of the Twenties, complete with
poop-poop-pa-doop trimmings.  As she sings, she scans the
room for her bespectacled Prince Charming, but there is no
sign of him - naturally, since he is playing the saxophone
behind her.

In back of Joe is Jerry, thumping the bass grimly.  He looks
off, sees -

Osgood Fielding the Third, in a white mess jacket, sitting
alone at a table.  Catching Jerry's eye, he waves
exuberantly, his face beaming with amorous anticipation.

On the bandstand, Jerry looks away haughtily.

	JOE
	(over his shoulder)
	Daphne - your boy friend is waving at you.

	JERRY
	You can both go take a flying jump.

	JOE
	Remember - he's your date for tonight.
	So smile.

Jerry smiles feebly.

	JOE
	(continuing)
	Come on, you can do better than that.
	Give him teeth - the whole personality.

	JERRY
	(a frozen smile
	on his face)
	Why do I let you talk me into these things?
	Why?

	JOE
	Because we're pals - buddies -
	the two musketeers.

	JERRY
	Don't give me the musketeers!  How'm I
	going to keep the guy ashore?

	JOE
	Tell him you get seasick on a yacht.
	Play miniature golf with him.

	JERRY
	Oh, no.  I'm not getting caught in a
	miniature sand trap with that guy.

The fresh young Bellhop we saw earlier comes up beside the
bandstand, carrying a large wicker basket full of flowers.

	BELLHOP
	(to Joe)
	Which of you dolls is Daphne?

	JOE
	Bull fiddle.

The Bellhop hands the basket to Jerry, nods off toward
Osgood's table.

	BELLHOP
	It's from Satchel Mouth at Table Seven.
	(he breaks off one
	flower, hands it to Joe)
	This is from me to you, doll.

	JOE
	Beat it, Buster.

	BELLHOP
	(confidentially)
	Never mind leaving your door open -
	I got a passkey.

He winks and moves off.  Joe looks after him
contemptuously, then turns to Jerry, picks up the basket of
flowers.

	JERRY
	What are you doing with my flowers?

	JOE
	I'm just borrowing them.  You'll get them
	back tomorrow.

He hands Jerry the single flower, then looks around, fishes
a small envelope out of his decolletage, slips it into the
basket.

Sugar finishes her number, returns to her seat next to Joe.
Sue leads the orchestra into the signature music, SWEET
SUE.

	SUGAR
	(to Joe)
	I guess he's not going to show up - it's
	give minutes to one - you suppose he forgot?

	JOE
	Well, you know how those millionaires are.
	(pointing at basket
	of flowers)
	These came for you.

	SUGAR
	For me?
	(she opens the note)
	It's Shell Oil.

	JERRY
	(sarcastically)
	No!

	SUGAR
	Yes.  He wants me to have supper with
	him - on his yacht - he's going to
	pick me up at the pier.

	JERRY
	No!

	SUGAR
	Yes.

	JOE
	(to Jerry)
	You heard her - yes.

	SUGAR
	(bubbling over)
	Oh, Josephine - just imagine - me,
	Sugar Kowalczyk, from Sandusky, Ohio,
	on a millionaire's yacht.  If my mother
	could only see me now -

	JERRY
	(looking off
	toward Osgood)
	I hope my mother never finds out.

At his table, Osgood, catching Jerry's look, blows kisses to him.

On the bandstand, Sue turns to the audience for her
signature spiel.

	SUE
	That's it for tonight, folks.  This is Sweet
	Sue, saying good night, and reminding
	all you daddies out there - every girl in
	my band is a virtuoso - and I intend to
	keep it that way!

Behind her, Sugar picks up her ukulele and the basket of
flowers, tiptoes off the stand.  Joe waves after her, wishing
her luck.  Sugar hurries toward the staircase, passing
Bienstock, who is planted near the reservation desk.  As Sue
cuts off the music Joe frantically packs up his saxophone.
Then he leaps off the bandstand, and dashing past the
bewildered Bienstock, starts up the stairs two at a time.

	DISSOLVE TO:

49.	INT.  ROOM 413 - NIGHT.		49.

Joe barges in, drops the saxophone case, locks the door.
Then he darts into the bathroom, wriggling out of his dress.
CAMERA PANS OVER to the other door of the bathroom as
the dress and shoes come flying out.  They are immediately
followed by Joe, now partially dressed as a man.  He slips
into Bienstock's coat, puts on the yachting cap.  Even to a
captain he would be a captain now, except for one thing - in
his haste, he has neglected to take off his earrings.  He
opens a window, steps out onto the balcony.

50.	EXT.  BALCONY OF ROOM 413 - NIGHT.	50.

Joe moves along the balcony, climbs over the railing, starts
to shinny down a post.

51.	EXT.  SIDE ENTRANCE OF HOTEL - NIGHT.	51.

Sugar, a fur boa over the evening gown she wore on the
bandstand, comes tripping down the steps, hurries eagerly
toward the beach.

52.	EXT.  HOTEL GROUNDS - NIGHT.		52.

In the f.g., to one side of the main entrance, a dozen
bicycles are parked in a rack.  Joe drops down into the
scene, sees the bicycles, pulls one out, mounts it, and pedals
off.

Standing under a tree in front of the hotel are Osgood and
Jerry.  Jerry is in his evening gown and is holding a flower
in his hand.

	OSGOOD
	But it's such a waste - a full moon -
	an empty yacht -

	JERRY
	I'll throw up!

	OSGOOD
	Well, then, why don't we go dancing?
	I know a little road-house, down the coast -

Joe comes whizzing past them on his bicycle.  Jerry looks
after him, open-mouthed.

	JERRY
	Well, I'll be - !  He does have a bicycle.

	OSGOOD
	Who?

	JERRY
	(catching himself)
	About that roadhouse -

	OSGOOD
	They got a Cuban band that's the berries.
	Why don't we go there - blindfold the
	orchestra - and tango till dawn?

	JERRY
	You know something, Mr. Fielding?
	You're dynamite!

	OSGOOD
	You're a pretty hot little firecracker yourself.

He links his arm through Jerry's, leads him down the path.

Sugar is now almost running toward the pier, a look of
great expectation on her face.  This is the big night of her
life.

Joe is pedaling desperately to get to the pier before her,
oblivious of the earrings dangling incongruously from his
ear lobes.

53.	EXT.  PIER - NIGHT.		53.

About a dozen motorboats are tied up to the pier.  Sugar
hurries across the planking and up the stairs to the
deserted pier, stops and looks around for her date.  Behind
her, Joe comes skimming along the planking on his bicycle,
swoops under the pier.

A disheartened Sugar thinks that she has been stood up.

Joe dismounts from the bike, ducks underneath the pier,
and hops into the motorboat marked CALEDONIA.
Straightening up, he waves to Sugar on the pier above him.

	JOE
	Ahoy there!

Sugar turns, her face lighting up.

	SUGAR
	Ahoy!

She hurries down the steps toward him.

Joe suddenly remembers his glasses.  He takes them out of
his pocket, puts them on.  As he does so, he feels the
earrings.  He pulls them off, shoves them in his pocket -
and he's not a second too soon, for Sugar has just about
reached him.

	SUGAR
	(continuing)
	Been waiting long?

	JOE
	(Cary Grant again)
	It's not how long you wait -
	it's who you're waiting for.

He helps her down into the motorboat.

	SUGAR
	Thank you.  And thank you for the flowers.

	JOE
	I wanted them to fly down some orchids
	from our greenhouse but all of
	Long Island is fogged in.

	SUGAR
	It's the thought that counts.

She settles herself back on the cushioned seat.  Joe starts
fiddling around with the mysterious knobs on the
instrument panel.  He pushes, pulls, twists the knob - finally
the motor turns over, but does not catch.

	JOE
	I seem to be out of gas.

	SUGAR
	It's sort of funny - you being out of
	gas - I mean, Shell Oil and everything -

Joe, working the knobs desperately, does something right,
and the motor starts with a ROAR.

	JOE
	Here we go.

He presses every lever he can find, manages to shift into
gear.  The boat backs out erratically.  Joe shifts into
neutral, but no matter how hard he tries to find the
forward gear, he keeps winding up in reverse.

	JOE
	(apologetically)
	I just got this motorboat -
	it's an experimental model.

	SUGAR
	Looks like they're on the wrong track.

	JOE
	Do you mind riding backwards?
	It may take a little longer -

	SUGAR
	It's not how long it takes -
	it's who's taking you.

The motorboat glides off backwards, and as though it were
the most natural thing in the world, skims out toward the
open water, where the yachts are anchored.

	DISSOLVE TO:

54.	EXT.  YACHT AT ANCHOR - NIGHT.		54.

The CALEDONIA is bobbing gently on a calm, moonlit sea.
The motorboat with Joe and Sugar comes in stern-
backwards.  Joe, looking over his shoulder, maneuvers the
motorboat to a stop under the landing ladder.  (Reams of
romantic music under all of this).

	DISSOLVE TO:

55.	EXT.  DECK OF CALEDONIA - NIGHT.		55.

as Joe and Sugar aboard.  She gazes around, starry-eyed.

	SUGAR
	It looked so small from the beach -
	but when you're on it, it's more like a
	cruiser - or a destroyer.

	JOE
	Just regulation size.  We have three like this.

	SUGAR
	Three?

	JOE
	Mother keeps hers in Southampton - and
	Dad took his to Venezuela - the company
	is laying a new pipe line.

	SUGAR
	My dad is more interested in railroads.
	Baltimore and Ohio.  Which is the port
	and which is the starboard?

	JOE
	(the old mariner)
	Well, that depends - on whether you're
	coming or going - I mean, normally the
	aft is on the other side of the stern - and
	that's the bridge - so you can get from
	one side of the boat to the other -
	how about a glass of champagne?

	SUGAR
	Love it.  Which way?

	JOE
	Yes - now let's see - where do you
	suppose the steward set it up?

He looks around, confused by the unfamiliar geography,
then tentatively opens the nearest door, revealing a flight
of stairs leading below deck.

	SUGAR
	Oh, you have an upstairs and a downstairs.

	JOE
	Yes - that's our hurricane cellar.

He closes the door, opens another one - it's a storage bin,
containing mops, pails, coils of rope, etc.

	JOE
	(continuing)
	And another nice thing about this yacht -
	lots of closet space.

Sugar, meanwhile, has stepped up to a lighted porthole,
looks inside.

	SUGAR
	Oh - in here.

	JOE
	Of course.  On Thursdays, they always
	serve me in the small salon.

He opens the door, ushers Sugar inside.

56.	INT.  SALON OF YACHT - NIGHT.		56.

It's a very elegant layout - mahogany paneling, shelves of
trophies, a stuffed marlin on the wall, a luxurious couch
with a table for two et up beside it.  On the table are lit
candles, cold pheasant under glass, and champagne in a
silver ice bucket.

Joe and Sugar come in, and as Joe takes his cap off, Sugar
looks around, dazzled.

	SUGAR
	It's exquisite - like a floating mansion.

	JOE
	It's all right for a bachelor.

	SUGAR
	(stopping by the
	stuffed marlin)
	What a beautiful fish.

	JOE
	Caught him off Cape Hatteras.

	SUGAR
	What is it?

	JOE
	Oh - a member of the herring family.

	SUGAR
	A herring?  Isn't it amazing how they get
	those big fish into those little glass jars?

	JOE
	They shrink when they're marinated.

During this, he has opened the champagne, filled a couple
of glasses.

	JOE
	(continuing)
	Champagne?

	SUGAR
	I don't mind if I do.

	JOE
	(toasting her)
	Down the hatch - as we say at sea.

	SUGAR
	Bon voyage.

As she sips the drink, she glances at the shelves of trophies.

	SUGAR
	Look at all that silverware.

	JOE
	Trophies.  You know - skeet-shooing,
	dog-breeding, water polo...

	SUGAR
	Water polo - isn't that terribly dangerous?

	JOE
	I'll say.  I had two ponies drowned under me.

	SUGAR
	Where's your shell collection?

	JOE
	Yea, of course.  Now where could they
	have put it?
	(looking under
	the couch)
	On Thursdays, I'm sort of lost around here.

	SUGAR
	What's on Thursdays?

	JOE
	It's the crews' night off.

	SUGAR
	You mean we're alone on the boat?

	JOE
	Completely.

	SUGAR
	You know, I've never been completely
	alone with a man before - in the middle
	of the night - in the middle of the ocean.

	JOE
	Oh, it's perfectly safe.  We're well
	anchored - the ship is in shipshape -
	and the Coast Guard promised to call me
	if there are any icebergs around.

	SUGAR
	It's not the icebergs.  But there are certain
	men who would try to take advantage of a
	situation like this.

	JOE
	You're flattering me.

	SUGAR
	Well, of course, I'm sure you're a gentleman.

	JOE
	Oh, it's not that. It's just that I'm - harmless.

	SUGAR
	Harmless - how?

	JOE
	Well, I don't know how to put it - but
	I have this thing about girls.

	SUGAR
	What thing?

	JOE
	They just sort of leave me cold.

	SUGAR
	You mean - like frigid?

	JOE
	It's more like a mental block.  When I'm
	with girls, it does nothing to me.

	SUGAR
	Have you tried?

	JOE
	Have I?  I'm trying all the time.

He casually puts his arms around her, kisses her on the lips,
lets go of her again.

	JOE
	(continues)
	See?  Nothing.

	SUGAR
	Nothing at all?

	JOE
	Complete washout.

	SUGAR
	That makes me feel just awful.

	JOE
	Oh, it's not your fault.  It's just that
	every now and then Mother Nature throws
	somebody a dirty curve.  Something goes
	wrong inside.

	SUGAR
	You mean you can't fall in love?

	JOE
	Not anymore.  I was in love once - but
	I'd rather not talk about it.
	(takes the glass bell
	off the cold cuts)
	How about a little cold pheasant?

	SUGAR
	What happened?

	JOE
	I don't want to bore you.

	SUGAR
	Oh, you couldn't possibly.

	JOE
	Well, it was my freshman year at
	Princeton - there was this girl - her
	name was Nellie - her father was
	vice-president of Hupmobile - she wore
	glasses, too.  That summer we spent
	our vacation at the Grand Canyon -
	we were standing on the highest ledge,
	watching the sunset - suddenly we had
	an impulse to kiss - I took off my glasses -
	I took a step toward her - she took a
	step toward me -

	SUGAR
	(hand flying to mouth)
	Oh, no!

	JOE
	Yes.  Eight hours later they brought her up
	by mule - I gave her three transfusions -
	we had the same blood type - Type O -
	it was too late.

	SUGAR
	Talk about sad.

	JOE
	Ever since then -
	(indicating heart)
	numb - no feelings.  Like my heart was
	shot full of novocaine.

	SUGAR
	You poor, poor boy.

	JOE
	Yes - all the money in the world - but
	what good is it?
	(holding out
	serving plate)
	Mint sauce or cranberries?

	SUGAR
	How can you think about food at a time
	like this?

	JOE
	What else is there for me?
	(tears off leg
	of pheasant)

	SUGAR
	Is it that hopeless?

	JOE
	(eating)
	My family did everything they could -
	hired the most beautiful French upstairs
	maids - got a special tutor to read me all
	the books that were banned in Boston -
	imported a whole troupe of Balinese
	dancers with bells on their ankles and those
	long fingernails - what a waste of money!

	SUGAR
	Have you ever tried American girls?

	JOE
	Why?

She kisses him - pretty good, but nothing spectacular.

	SUGAR
	Is that anything?

	JOE
	(shaking his head)
	Thanks just the same.

He resumes nibbling on the pheasant leg, sits on the couch.

	SUGAR
	Maybe if you saw a good doctor...

	JOE
	I have.  Spent six months in Vienna with
	Professor Freud - flat on my back -
	(stretches out the
	couch, still eating)
	- then there were the Mayo Brothers -
	and injections and hypnosis and mineral
	baths - if I weren't such a coward,
	I'd kill myself.

	SUGAR
	Don't talk like that.  I'm sure there must
	be some girl some place that could -

	JOE
	If I ever found a girl that could - I'd
	marry her like that.

He snaps his fingers.  The word "marriage" makes
something snap inside Sugar, too.

	SUGAR
	Would you do me a favor?

	JOE
	What is it?

	SUGAR
	I may not be Dr. Freud or a Mayo Brother
	or one of those French upstairs girls -
	but could I take another crack at it?

	JOE
	(blase)
	All right - if you insist.

She bends over him, gives him a kiss of slightly higher
voltage.

	SUGAR
	Anything this time?

	JOE
	I'm afraid not.  Terribly sorry.

	SUGAR
	(undaunted)
	Would you like a little more champagne?
	(proceeds to
	refill glasses)
	And maybe if we had some music -
	(indicating lights)
	- how do you dim these lights?

	JOE
	Look, it's terribly sweet of you to want to
	help out - but it's no use.
	(pointing)
	I think the light switch is over there -
	(Sugar dims lights)
	- and that's the radio.
	(Sugar switches it on)
	It's like taking somebody to a concert
	when he's tone deaf.

By this time there is only candlelight in the salon, and from
the radio comes soft music - STAIRWAY TO THE STARS.
Sugar crosses to the couch with two champagne glasses,
hands one to Joe, sits beside him.  Joe drinks down the
champagne, and Sugar hands him the second glass.  He
drains that, too.

	SUGAR
	You're not giving yourself a chance.
	Don't fight it.  Relax.
	(she kisses him again)

	JOE
	(shaking his head)
	It's like smoking without inhaling.

	SUGAR
	So inhale!

This kiss is the real McCoy.  As they stay locked in each
other's arms -

	WIPE TO:

57.	INT.  ROADHOUSE - NIGHT.		57.

It is small, dark, and practically deserted.  The Cuban band
is playing LA CUMPARSITA.  Among the dancers on the floor
are Osgood and Jerry, easily the most stylish couple in the
joint.  Jerry has the flower tucked in his cleavage.  As they
tango -

	OSGOOD
	Daphne...

	JERRY
	Yes, Osgood?

	OSGOOD
	You're leading again.

	JERRY
	Sorry.

They tango on.

	WIPE BACK TO:

58.	INT.  SALON OF CALEDONIA - NIGHT.	58.

Joe and Sugar are still in the same embrace.  The radio
music continues.  Finally they break.

	SUGAR
	(waiting for
	the verdict)
	Well - ?

	JOE
	I'm not quite sure.  Try it again.

She does.  As they break, she looks at him - the suspense is
unbearable.

	JOE
	(trying to
	diagnose it)
	I got a funny sensation in my toes - like
	somebody was barbecuing them over a
	slow flame.

	SUGAR
	Lets throw another log on the fire.

Another kiss.

	JOE
	I think you're on the right track.

	SUGAR
	I must be - because your glasses are
	beginning to steam up.

She kisses him again.

	WIPE TO:

59.	INT.  ROADHOUSE - NIGHT.		59.

Osgood and Jerry have now got the tango by the throat.
Jerry is dancing with his back to the CAMERA, and as
Osgood whips him around, we see that Jerry has the flower
clamped between his teeth.  They reverse positions again,
and Osgood grabs the flower between his teeth.

	WIPE BACK TO:

60.	INT.  SALON OF CALEDONIA - NIGHT.	60.

The radio is still on, and Joe and Sugar are just coming out
of their last kiss.  Joe removes his glasses, which are now
completely fogged up.

	JOE
	I never knew it could be like this.

	SUGAR
	Thank you.

	JOE
	They told me I was caputt - finished -
	washed up - and now you're making
	a chump out of all those experts.

	SUGAR
	Mineral baths - now really!

	JOE
	Where did you learn to kiss like that?

	SUGAR
	Oh, you know - Junior League - charity
	bazaars - I used to sell kisses for the
	Milk Fund.

They kiss again.

	JOE
	(going, going, gone)
	Tomorrow, remind me to send a check
	for a hundred thousand dollars to the
	Milk Fund.

She doesn't have to kiss him any more - he takes over now.

	WIPE TO:

61.	INT.  ROADHOUSE - NIGHT.		61.

The chairs are stacked on the tables, and Osgood and Jerry
are the only couple on the floor.  Osgood, wearing the
flower behind his ear, and massaging his behind with a
tablecloth, is tangoing with wild abandon around Jerry.
Suddenly he grabs Jerry, bends him over in a dashing dip.
They straighten up, dance a couple of steps, and now Jerry
returns the compliment - he almost breaks Osgood's spine
with an even more dashing dip.

As for the Cuban musicians - we now discover that Osgood
has kept his word.  They are all blindfolded.

	DISSOLVE TO:

62.	EXT.  YACHT AT ANCHOR - DAWN.		62.

Sugar and Joe are in the motorboat, gliding away from the
Caledonia toward the pier - backwards, naturally.  It is
quite romantic - with the sun about to rise - and the
incidental music augmenting the mood.

	DISSOLVE TO:

63.	EXT.  PIER - DAWN.		63.

Joe and Sugar, his arm over her shoulder, walk dreamily
toward the hotel.  From the other direction comes Osgood,
twirling the flower in his hand, and humming LA
CUMPARSITA.  As he passes Sugar and Joe, he waves to
them jauntily, then continues toward the same motorboat
which just deposited them.  He gets in, starts the motor,
takes off.

	DISSOLVE TO:

64.	EXT.  HOTEL ENTRANCE - DAWN.		64.

	Joe leads Sugar up to the steps, then stops and faces her.

	JOE
	Good night.

	SUGAR
	Good morning.

	JOE
	How much do I owe the Milk Fund so far?

	SUGAR
	Eight hundred and fifty thousand dollars.

	JOE
	Let's make it an even million.

He gives her a final kiss.  Sugar turns, starts up the steps,
then stops and comes back to him.

	SUGAR
	I forgot to give you your receipt.

She kisses him, then floats through the entrance of the
hotel.  Joe watches her till she is out of sight, then takes off
his glasses.  He hurries up the steps, starts to climb up one
of the posts of the veranda.

65.	INT.  ROOM 413 - DAWN.		65.

Jerry, still in his evening gown, is stretched out on his bed,
gaily singing LA CUMPARSITA and accompanying himself
with a pair of maracas.  Joe appears over the railing of the
balcony, steps through the window into the room.

	JOE
	(exuberant)
	Hi, Jerry.  Everything under control?

	JERRY
	Have I got things to tell you!

	JOE
	What happened?

	JERRY
	(beaming)
	I'm engaged.

	JOE
	Congratulations.  Who's the lucky girl?

	JERRY
	I am.

	JOE
	WHAT?

	JERRY
	(brimming over)
	Osgood proposed to me.  We're planning
	a June wedding.

	JOE
	What are you talking about?
	You can't marry Osgood.

	JERRY
	(getting up)
	You think he's too old for me?

	JOE
	Jerry!  You can't be serious!

	JERRY
	Why not?  He keeps marrying girls
	all the time!

	JOE
	But you're not a girl.  You're a guy!
	And why would a guy want to marry a guy?

	JERRY
	Security.

	JOE
	Jerry, you'd better lie down.
	You're not doing well.

	JERRY
	Look, stop treating me like a child.
	I'm not stupid.  I know there's a problem.

	JOE
	I'll say there is!

	JERRY
	His mother - we need her approval.  But
	I'm not worried - because I don't smoke.

	JOE
	Jerry - there's another problem.

	JERRY
	Like what?

	JOE
	Like what are you going to do on
	your honeymoon?

	JERRY
	We've been discussing that.  He wants to
	go to the Riviera - but I sort of lean
	toward Niagara Falls.

	JOE
	You're out of your mind!  How can you
	get away with this?

	JERRY
	Oh, I don't expect it to last.  I'll tell him
	the truth when the time comes.

	JOE
	Like when?

	JERRY
	Like right after the ceremony.

	JOE
	Oh.

	JERRY
	Then we'll get a quick annulment - he'll
	make a nice settlement on me - I'll have
	those alimony checks coming in every month -

	JOE
	Jerry, listen to me - there are laws -
	conventions - it's just not being done!

	JERRY
	But Joe - this may be my last chance to
	marry a millionaire!

	JOE
	Look, Jerry - take my advice - forget
	the whole thing - just keep telling yourself
	you're a boy!

	JERRY
	I'm a boy - I'm a boy - I wish I were
	dead - I'm a boy - I'm a boy -
	(slaps his wig down
	on the desk)
	What am I going to do about my
	engagement present?

	JOE
	What engagement present?

Jerry picks up a jewel box, opens it, hands it to Joe.

	JERRY
	He gave me this bracelet.

Joe takes Bienstock's glasses out of his pocket, examines the
bracelet through one of the lenses.

	JOE
	Hey - these are real diamonds.

	JERRY
	Naturally.  You think my fiance is a bum?
	Now I guess I'll have to give it back.

	JOE
	Wait a minute - lets not be hasty.
	After all, we don't want to hurt poor
	Osgood's feelings.

There is a KNOCK on the door.

	JOE
	(in girl's voice)
	Just a minute.

They grab their wigs, slap them on.  Joe dives into bed,
pulling the covers up to his chin.

	SUGAR'S VOICE
	It's me - Sugar.

	JOE
	Come in.

Sugar, in a negligee, comes in - or rather, floats in.

	SUGAR
	I thought I heard voices - and I just had to
	talk to somebody.  I don't feel like going
	to sleep.

	JERRY
	I know what you need - a slug of bourbon.

He opens a bureau drawer, takes out the hot-water bottle.

	SUGAR
	Oh, no.  I'm off that stuff - for good.

	JOE
	Did you have a nice time?

	SUGAR
	Nice?
	(on a cloud)
	It was suicidally beautiful.

	JERRY
	Did he get fresh?

	SUGAR
	Of course not.  As a matter of fact, it was
	just the other way around.  You see he
	needs help.

	JERRY
	What for?

	SUGAR
	And talk about elegant - you should
	see the yacht - candlelight - mint sauce
	and cranberries.

	JOE
	Gee, I wish I'd been there.

	SUGAR
	I'm going to see him again tonight -
	and every night - I think he's going to
	propose to me - as soon as he gets up
	his nerve.

	JERRY
	(looking at Joe)
	That's some nerve!

	JOE
	(covering up quickly)
	Daphne got a proposal tonight.

	SUGAR
	Really?

	SUGAR
	From a rich millionaire.

	SUGAR
	That's wonderful.
	(suddenly turning to Joe)
	Poor Josephine.

	JOE
	(startled)
	Me?

	SUGAR
	Daphne has a beau - I have a beau -
	if we could only find somebody for you.

The door opens, and in strides the fresh Bellhop, gin bottle
in one hand and the passkey in the other.

	BELLHOP
	Here I am, doll!

Joe disappears under the covers.

	FADE OUT:

	FADE IN:

66.	INT.  LOBBY SEMINOLE-RITZ HOTEL - DAY.	66.

We are CLOSE on a doormat bearing the name SEMINOLE-
RITZ HOTEL.  A pair of men's feet step across the mat, the
shoes encased I white linen spats.

CAMERA PULLS BACK TO REVEAL Spats Colombo entering
the lobby, surrounded by his four henchmen and followed
by bellhops carrying their luggage.  The henchmen are all
dolled up for Florida - knickers, Panamas, two-toned shoes
- and one of them is carrying a golf bag.

Spats is somewhat more conservatively dressed in a light
gray business suit.  They stop and look around.

Draped across the rear wall is an impressive banner
reading:

WELCOME DELEGATES
10TH ANNUAL CONVENTION
FRIENDS OF ITALIAN OPERA

	SECOND HENCHMAN
	(reading banner)
	Friends of Eye-talian Opera - hey, that's us!

A convention official, wearing a badge and ribbon
identifying him as a committee member, comes up to Spats.

	FIRST OFFICIAL
	Register over there.

Spats nods to his boys, and they move toward the
registration desk, past other groups of delegates.  You
would hate to meet any of these mugs in a dark alley, but
what makes it heartwarming is that they all have a
cauliflower ear for good music.

Sitting on a settee is a gentleman reading the Police
Gazette.  As he lowers the paper, we see it's our friend
Mulligan, the Federal agent.  He looks after Spats and his
boys with a wry smile.

At the desk, Spats and his group are identifying themselves
to the registrar.  Leaning against a column, supervising the
proceedings, is a dark, menacing young hoodlum, JOHNNY
PARADISE.  He is insolently flipping a half dollar in the air.

	SPATS
	(to registrar)
	Spats Colombo - delegate from Chicago -
	South Side chapter.

The registrar pins an identification tag on his lapel.

	PARADISE
	Hi, Spats.  We was laying eight to one
	you wouldn't show.

	SPATS
	Why wouldn't I?

	PARADISE
	We thought you was all broken up
	about Toothpick Charlie.

	SPATS
	Well, we all got to go sometime.

	PARADISE
	Yeah.  You never know who's going
	to be next.
	(jerks his thumb
	toward screen)
	Okay, Spats.  Report to the Sergeant-
	at-Arms.

	SPATS
	What for?

	PARADISE
	Orders from Little Bonaparte.

Spats has now been joined by the four henchmen, who have
also received their identification tags, and Paradise motions
them behind the screen.

Behind the screen, a couple of officials are waiting.

	SECOND OFFICIAL
	Put 'em up, Spats.

	SPATS
	What's the idea?

	SECOND OFFICIAL
	Little Bonaparte don't want no
	hardware around.

Spats reluctantly complies and the official frisks him.

	SECOND OFFICIAL
	(continues)
	Okay - you're clean.

	SPATS
	(tapping official's
	pocket)
	You're not.

He pulls an automatic out of the official's shoulder holster,
tosses it into a wire basket which already holds a large
collection of hardware.

The official glares at him, then turns and runs his hands
down the First Henchman.  He feels something at the
bottom of one of his knickers, pulls elastic cuff.  A gun
drops out.

	FIRST HENCHMAN
	It ain't loaded.

The official pulls the elastic of the other knicker, and
several dozen bullets drop to the floor.  The official kicks
them away, faces the henchman with the golf bag.

	SECOND OFFICIAL
	What's in there?

	SECOND HENCHMAN
	My golf clubs.  Putter, niblick,
	number three iron -

The official pulls a submachine gun out of the bag.

	SECOND OFFICIAL
	What's this?

	SECOND HENCHMAN
	My mashie.

Spats emerges from behind the screen.

	PARADISE
	(still tossing coin)
	See you at the banquet, Spats.

Spats looks at the young punk contemptuously, snatches
the coin out of the air.

	SPATS
	Where did you pick up that cheap trick?
	(drops the coin in the
	kid's breast pocket)
	Come on, boys.

He and his henchmen start across the lobby toward the
reception counter.  As they pass Mulligan, he rises.

	MULLIGAN
	Well, Spats Colombo - if I were saw one.

	SPATS
	Hello, copper.  What brings you down
	to Florida?

	MULLIGAN
	I heard you opera-lovers were having a
	little rally - so I thought I better be
	around in case anybody decides to sing.

	SPATS
	Big joke!

	MULLIGAN
	Say, Maestro - where were you at
	three o'clock on St. Valentine's Day?

	SPATS
	Me?  I was at Rigoletto.

	MULLIGAN
	What's his first name?  And where
	does he live?

	SPATS
	That's an opera, you ignoramus.

	MULLIGAN
	Where did they play it - in a garage
	on Clark Street?

	SPATS
	Clark Street?  Never heard of it.

	MULLIGAN
	Ever hear of the DeLuxe French Cleaners
	on Wabash Avenue?

	SPATS
	Why?

	MULLIGAN
	Because the day after the shooting you
	sent in a pair of spats - they had
	blood on them.

	SPATS
	I cut myself shaving.

	MULLIGAN
	You shave with your spats on?

	SPATS
	I sleep with my spats on.

	MULLIGAN
	Quit kidding.  You did that vulcanizing
	job on Toothpick Charlie - and we know it.

	SPATS
	You and who else?

	MULLIGAN
	Me and those two witnesses whom your
	lawyers have been looking for all over Chicago.

	SPATS
	You boys know anything about any garage -
	or any witnesses?

	FIRST HENCHMAN
	Us?  We was with you at Rigoletto's.

	MULLIGAN
	Don't worry, Spats.  One of these days
	we'll dig up those two guys.

	SPATS
	That's what you'll have to do -
	dig 'em up!

He leads his boys away from Mulligan toward the reception
desk.

The elevator door opens, and among the passengers
stepping out are Joe and Jerry, in their summer dresses.
Joe is carrying their room key.

	JERRY
	(indicating diamond
	bracelet on wrist)
	I feel like such a tramp - taking jewelry
	from a man under false pretenses.

	JOE
	Get it while you're young.  And you better
	fix your lips.  You want to look nice for
	Osgood, don't you?

Jerry stops, takes a mirror and lipstick out of his handbag,
starts to touch up his lips.

	JERRY
	It's just going to break his heart when
	he finds out I can't marry him.

	JOE
	So?  It's going to break Sugar's heart when
	she finds out I'm not a millionaire.  That's
	life.  You can't make an omelette without
	breaking an egg.

	JERRY
	What are you giving me with the omelette?

	JOE
	Nag, nag, nag.  Look, we got a yacht,
	we got a bracelet, you got Osgood,
	I've got Sugar - we're really cooking.

	JERRY
	(his eyes transfixed by
	something he sees in
	the mirror)
	Joe -

	JOE
	What?

What Jerry sees in the mirror is Spats Colombo and the four
henchmen.

	JERRY
	Something tells me the omelette is
	about to hit the fan.

He nods in the direction of the reception desk.  Joe looks,
sees what Jerry has seen, then -

	JOE
	Come on, Daphne.

With as much grace as they can muster, they hurry back
toward the elevator.  The doors are just opening, and our
Bellhops comes backing out, trundling an old man in a
wheelchair.  The old man wears a Panama hat, dark
glasses, and is covered up to his chin with a plaid blanket.
Joe and Jerry almost fall over the invalid in their haste to
get to the elevator.

67.	INT.  ELEVATOR - (CONTINUOUS) - DAY.	67.

Joe and Jerry scramble inside.

	JOE
	Going up.

As the elevator operator starts to close the doors, he is
arrested by -

	SPATS' VOICE
	Hold it.

Joe and Jerry freeze as Spats steps into the elevator,
followed by the four henchmen.

	SPATS
	I don't mean to be forward - but ain't I
	had the pleasure of meeting you two
	broads before?

	JOE
	Oh, no!

	JERRY
	You must be thinking of two other broads.

	SECOND HENCHMAN
	You ever been in Chicago?

	JERRY
	Us?  We wouldn't be caught dead in Chicago.

Spats, his interest aroused, is now also studying the two
boys.  To their relief, the elevator stops and the operator
opens the door.

	OPERATOR
	Third floor.

	FIRST HENCHMAN
	(to the boys)
	What floor are you on?

	JOE
	Never you mind.

He waves them away with the hand holding the room key.
The henchman glances at the numbered tag.

	FIRST HENCHMAN
	Room 413 - we'll be in touch.

He follows the others out.

	JERRY
	(coyly)
	Don't call us - we'll call you.

As the elevator doors start to close, Spats glances over his
shoulder toward the boys, frowning thoughtfully.  In the
elevator, Joe and Jerry look at each other, swallow hard.

	DISSOLVE TO:

68.	INT.  ROOM 413 - DAY.		68.

Joe and Jerry are frantically dumping their clothes into two
open suitcases on the bed.

	JERRY
	I tell you, Joe, they're on to us.  They're
	going to line us up against the wall and -
	(imitating machine gun)
	Eh-eh-eh-eh-eh - and then the police are
	going to find two dead dames, and they're
	going to take us to the ladies' morgue,
	and when they undress us - I tell you, Joe,
	I'm just going to die of shame.

	JOE
	Shut up and keep packing.

	JERRY
	Okay, Joe.

He picks up an orchid corsage, in a transparent box, from
the desk, starts to put it into the suitcase.

	JOE
	(grabbing it)
	Not that, you idiot.

	JERRY
	But they're from Osgood.  He wanted me
	to wear them tonight.

Joe tosses the corsage box into the waste basket.  Jerry
starts to pack the maracas.

	JERRY
	I'll never find another man who's so
	good to me.

Joe fishes out Bienstock's yachting cap from under the bed,
turns it over in his hand, lost in thought.

	JERRY
	(continues)
	Joe, if we get out of this hotel alive,
	you know what we're going to do?
	We're going to sell the bracelet, and
	grab a boat to South America and
	hide out in one of those banana republics -
	(removes bracelet, puts it
	in jewel case on desk)
	The way I figure is, if we eat nothing
	but bananas, we can live there for
	fifty years - maybe a hundred years -
	that is, if we get out of the hotel alive.
	(looking around)
	Did we forget anything?

 	JOE
	(still studying cap)
	There's our shaving stuff - and
	there's Sugar.

	JERRY
	Sugar?

	JOE
	(picking up phone)
	Get me Room 414.

	JERRY
	What do you think you're doing?

	Making a telephone call.

	JERRY
	Telephone call?  Who's got time for that?

	JOE
	We can't just walk out on her without
	saying goodbye.

	JERRY
	Since when?  Usually you leave 'em
	with nothing but a kick in the teeth.

	JOE
	That's when I was a saxophone player.
	Now I'm a millionaire.

	JERRY
	Drop her a postcard.  Any minute now
	those gorillas may be up here -

	JOE
	(into telephone, in a
	Southern female voice)
	Hello, Room 414?  This is the ship-to-shore
	operator - I have a call for Miss Sugar Cane.

69.	INT.  ROOM 414 - (CONTINUOUS) - DAY.	69.

Dolores, in a robe and hair-curlers, is at the phone. Sugar,
in a negligee, is stretching out on her bed, dreamily reading
a copy of Vanity Fair.

	DOLORES
	Hey, Sugar, it's for you - from the yacht.

Sugar jumps up, grabs the phone eagerly.

	SUGAR
	Hello?

70.	INT.  ROOM 413 - (CONTINUOUS) - DAY.	70.

Jerry is watching Joe on the phone.

	JOE
	(Cary Grant once more)
	Hello, my dearest darling.  So good
	to hear your voice again.

	JERRY
	I may throw up.

He disappears into the bathroom.

	JOE
	(into phone)
	No, I didn't, darling - to tell the truth,
	I never closed an eye.

As he and Sugar continue, their telephone conversation,
INTERCUT between the two rooms.

	SUGAR
	That's funny - I never slept better.  And
	I had the most wonderful dream.  I was
	still on the yacht, and the anchor broke
	loose - and we drifted for days and days -
	you were the captain and I was the crew -
	I kept a lookout for icebergs, and I sorted
	your shells, and mixed your cocktails, and
	wiped the steam off your glasses - and
	when I woke up, I felt like swimming
	right back to you.

	JOE
	Yes.  Now about our date for tonight...

	SUGAR
	I'll meet you on the pier again -
	right after the show.

	JOE
	I'm afraid not.  I can't make it tonight.

	SUGAR
	Tomorrow night?

	JOE
	Not tomorrow, either.  You see, I have to
	leave - something unexpected came up -
	I'm sailing right away.

	SUGAR
	Where to?  South America?  Oh.
	That is unexpected.

	JOE
	You see, we have those oil interests
	in Venezuela - and I just got a cable
	from Dad - the board of directors
	decided on a merger.

	SUGAR
	A merger?  How long will you be gone?

	JOE
	Quite a while.  As a matter of fact,
	I'm not coming back at all.

	SUGAR
	You're not?

	JOE
	It's all rather complicated - what we call
	high finance - but it so happens that the
	president of the Venezuelan syndicate
	has a daughter, and -

	SUGAR
	Oh - that kind of a merger.  Is she young?
	Pretty?

	JOE
	According to our tax advisers, she's only
	so-so.  But - that's the way the oil gushes.
	A man in my position has a certain
	responsibility to the stockholders - all those
	little people who invest their life savings -

	SUGAR
	Oh, of course.  I understand.  At least,
	I think I do.

71.	JOE - ON PHONE.		71.

	JOE
	I knew you would.

He picks up the jewel case with the diamond bracelet from
the desk, studies it thoughtfully.

	JOE
	(continues)
	I only wish there were something I
	could do for you.

72.	SUGAR - ON PHONE.		72.

	SUGAR
	But you have.  You've given me all that
	inside information - first thing tomorrow
	I'm going to call my broker and have him
	buy fifty thousand shares of Venezuelan oil.

73.	INT.  ROOM 413 - (CONTINUOUS) - DAY.	73.

	JOE
	(into phone)
	Smart move.
	(reaches into waste basket,
	extracts corsage box)
	Oh, by the way - did you get my flowers?
	You know, those orchids from my
	greenhouse - the fog finally lifted over
	Long Island, and they flew them down
	this morning.

As he talks he opens the corsage box, puts the bracelet in
with the orchids, closes it again.

	JOE
	(continues)
	That's strange - I sent them to your room -
	they should have been delivered by now -

Holding the phone in one hand and the corsage box in the
other, he moves toward the hall door.

74.	INT.  ROOM 414 - (CONTINUOUS) - DAY.	74.

Sugar covers the mouthpiece of the phone, turns to Dolores.

	SUGAR
	Hey, Dolores - will you see if there are
	any flowers outside?

Dolores starts toward the hall door.

75.	INT.  FOURTH FLOOR CORRIDOR - DAY.	75.

The door of 413 opens.  Joe, having come as far as the
length of the telephone cord will permit, sets the corsage
box down, kicks it across the hall to the door of 414.  As he
closes his door, the door of 414 opens.  Dolores reaches out,
picks up the corsage box, starts back inside.

76.	INT.  ROOM 414 - (CONTINUOUS) - DAY.	76.

Dolores brings the corsage box to Sugar.

	SUGAR
	(into phone)
	Yes, they're here.
	(opening box)
	Oh - white orchids.  Would you believe
	it - I haven't had white orchids since I
	was a debutante.
	(finding bracelet)
	What's this?

77.	JOE - ON PHONE.		77.

	JOE
	What's what?  Oh, that.  just a little
	going away present.

78.	SUGAR - ON PHONE.		78.

	SUGAR
	Real diamonds.  They must be worth
	their weight in gold.  Are you always
	this generous?

79.	JOE - ON PHONE.		79.

	JOE
	Not always.  But I want you to know I'm
	very grateful for what you did for me.

80.	SUGAR - ON PHONE.		80.

	SUGAR
	I didn't do anything.  It just happened.

81.	INT.  ROOM 413 - (CONTINUOUS) - DAY.	81.

Jerry emerges from bathroom, carrying their toilet articles
and an armful of towels embroidered with SEMINOLE-RITZ
HOTEL.

	JOE
	(into phone)
	Oh.  The navigator just came in -
	we're ready to cast off.

82.	SUGAR - ON PHONE.		82.

	SUGAR
	Well, anchors aweigh, you have a bon
	voyage.  And if you need an orchestra to
	play at your wedding, we'll be through
	here in a couple of weeks.

83.	INT.  ROOM 413 - (CONTINUOUS) - DAY.	83.

	JOE
	(into phone)
	Goodbye, my darling.

He hangs up, stares moodily at the phone.  Jerry shuts his
suitcase.

	JERRY
	I don't know about the captain - but the
	navigator is getting his tail out of here.

	JOE
	(snapping out of
	his trance)
	Yeah - lets shove off.

They start to gather up their instruments and luggage.

	JERRY
	Wait a minute - my bracelet.
	(picks up jewel case,
	shuts it, then realizes
	it's empty)
	What happened to my bracelet?

	JOE
	What do you mean, your bracelet?
	It's our bracelet.

	JERRY
	All right. What happened to our bracelet?

	JOE
	Don't worry.  We did the right thing with it.

	JERRY
	What did we do?  Joe, you're not pulling
	one of your old tricks.

	JOE
	No tricks, no mirrors, nothing up my
	sleeve.  It's on the level this time.

The door opens and Sugar comes in.  The boys whirl
around.

	SUGAR
	Where's that bourbon?

She heads straight for the bureau, starts to open various
drawers.  Joe steps in front of the suitcases to conceal them
from her.

	JOE
	What's the matter, Sugar?

	SUGAR
	I don't know.  All of a sudden, I'm thirsty.

Joe fishes the hot-water bottle out of the open suitcase
behind him, hands it to Sugar.  As she reaches for it, Jerry
notices the diamond bracelet on her wrist.

	JERRY
	(pointing)
	How did you get that bracelet?

	SUGAR
	You like it?

	JERRY
	I always did.

	SUGAR
	Junior gave it to me.  It must have
	at least thirty stones -

	JERRY
	(promptly)
	Thirty-four.

	SUGAR
	He's going to South America to marry
	some other girl - that's what they call
	high finance.

	JERRY
	That's what I call a louse!  If I were you,
	Sugar, I'd throw that bracelet right back
	in his face.

	JOE
	(admonishingly)
	Daphne -

	SUGAR
	He was the first nice guy I ever met in
	my life - and the only one who ever
	gave me anything.

	JOE
	You'll forget him, Sugar.

	SUGAR
	How can I?  No matter where I go, there'll
	always be a Shell station on the corner.
	(indicating hot-water bottle)
	I'll bring this back when it's empty.

She exits.  Jerry turns on Joe furiously.

	JERRY
	You crazy or something?  The place is
	crawling with mobsters - gangrene is
	setting in - and you're making like
	Diamond Jim Brady!  How are we going to
	get out of here?  How are we going to eat?

	JOE
	We'll walk.  And if we have to, we'll starve.

	JERRY
	There you go with that we again.

He picks up his suitcase, starts toward the door.  Joe grabs
him and pulls him back.

	JOE
	Not that way.
	(heading for window)
	We don't want to run into Spats and
	his chums.

He steps through the open French window onto the balcony.
Jerry starts to hand out the instruments and luggage to
him.

84.	INT.  SPATS' SUITE - DAY.		84.

The four henchmen, in dinner clothes are playing cards in
the lavishly appointed living room when Spats emerges
from the bedroom.  He is just slipping into his tuxedo coat,
and his spats are unbuttoned.

	SPATS
	(to Second Henchman)
	Your hands clean?
	(the henchman extends
	his palms up, then
	turns them over)
	Okay.  Button my spats.

He drops into a chair, and the Second Henchman kneels,
starts to button the spats.

	FIRST HENCHMAN
	Say, boss - I been talking to some of the
	other delegates - and the word is that
	Little Bonaparte is real sore about what
	happened to Toothpick Charlie.  Him and
	Charlie, they used to be choir boys together.

	SPATS
	(drily)
	Stop, or I'll burst out crying.

	FIRST HENCHMAN
	He even got Charlie's last toothpick -
	the one from the garage - and had it
	gold-plated.

	SPATS
	Like I was telling you - Little Bonaparte
	is getting soft.
	(taps his chest)
	He doesn't have it here any more.  Used to
	be like a rock.
	(shaking his head)
	Too bad.  I think it's time for him to retire.

	SECOND HENCHMAN
	Second the motion.

	FIRST HENCHMAN
	How are we going to retire him?

	SPATS
	We'll think of something cute.  One of
	these days, Little Bonaparte and
	Toothpick Charlie will be singing in
	the same choir again.

He points up.  Outside the window, Joe appears, climbing
down a post from the floor above.  He lands on the balcony,
reaches up for the instruments and suitcases which the
unseen Jerry is passing down to him.

	SPATS
	And this time, we'll make sure there are
	no witnesses.

The First Henchman glances out the window, sees Jerry
climbing down the post to join Joe.

	FIRST HENCHMAN
	Look - it's those two broads from the
	elevator.

Spats turns and looks.  The Second Henchman, beaming,
crosses to the window, calls out.

	SECOND HENCHMAN
	Hey - join us!

Joe and Jerry, panic-stricken, peer through the Venetian
blinds at Spats and his mob.  Then they scramble for their
lives over the railing of the balcony and down, their hats
and wigs knocked askew.

	SECOND HENCHMAN
	What's the matter with those dames?

	SPATS
	Maybe those dames ain't dames!

He yanks up the Venetian blinds, steps quickly out onto the
balcony, looks down over the railing.  Then he picks up the
bull-fiddle, drags it through the window into the room.

	SPATS
	Same faces - same instruments -
	(pointing at bullet holes)
	- and here's your Valentine's card.

	FIRST HENCHMAN
	(catching on)
	Those two musicians from the garage!

	SPATS
	They wouldn't be caught dead in Chicago -
	so we'll finish the job here.  Come on.

Led by Spats, they all dash out of the room.

After a moment, Joe's and Jerry's heads appear cautiously
over the balcony railing.  Seeing that the room is empty,
they climb up, rush in through the open windows.

	JERRY
	All right - so what do we do now?

	JOE
	First thing we got to do is get out
	of these clothes.

He opens the door to the corridor and they peer out.

85.	INT.  THIRD FLOOR CORRIDOR - DAY.	85.

There is no sign of Spats and his boys.  The elevator door is
just opening, and the Bellhop emerges, pushing the old man
in the wheelchair.  Joe and Jerry watch as the Bellhop
wheels the old man into one of the rooms.  They look at
each other, as the same idea occurs to them both, nod their
heads in agreement.  Slipping out of Spats' room, they cross
the corridor to the old man's room, start inside.

DISSOLVE TO:

86.	INT.  LOBBY - DAY.		86.

The elevator doors open, and a Bellhop backs out with a
man in a wheel chair.  As they turn INTO CAMERA, we
discover that the bellhop is Jerry - the uniform fitting him
much too snugly - and the blanket-covered figure in the
wheel chair is Joe, dressed in the old man's suit, Panama
hat, and dark glasses.

As Jerry and Joe proceed with dignity toward the front
door, we see Spats and his henchmen deployed in strategic
positions around the lobby.  Jerry wheels Joe past Spats.
Spats glances at them casually, then becomes aware of a
strange CLACKING SOUND.  He looks down.

There is something decidedly odd about the bellhop -
because his trouser-legs terminate in high-heeled shoes.

Spats, grinning smugly, signals the two henchmen who are
guarding the front door.  They start to close in on Joe and
Jerry.  Jerry abruptly spins the wheel chair around, trundles
it toward the rear of the lobby.  The other to henchmen
take up the chase.  Jerry and Joe disappear into a corridor
leading toward the rear of the hotel.  As the pursuing
henchmen start to turn into the corridor, the empty wheel
chair comes whizzing toward them.  The henchmen stumble
over it, become momentarily entangled.

Joe and Jerry, sprinting down the corridor, reach an open
door, dart inside.  The henchmen come racing up, and
passing the door, round a bend in the corridor.

87.	INT.  PANTRY - DAY.		87.

In the center of the room stands a huge cake, and two
convention officials are decorating it under the watchful eye
of Johnny Paradise, who leans against the wall
monotonously tossing a coin into the air.  One of the
officials, wielding a confectioner's cone, has almost finished
lettering the inscription HAPPY BIRTHDAY, SPATS.

Joe and Jerry burst in from the corridor, and the three
hoods look up, startled. Before they can recover, the boys
have scooted across the room and out another door.

88.	INT.  BANQUET ROOM - DAY.		88.

Joe and Jerry come dashing in breathlessly, stop to get their
bearings.  Dominating the room is a U-shaped table,
covered with flowers and about thirty place-settings, with a
half grapefruit on each plate.  On the wall behind the head
of the table is the banner welcoming the Friends of Italian
Opera.  The boys glance around the empty room, make a
beeline for the main entrance.  As they reach the door, it
starts to open, and voices are HEARD from the corridor.
They turn desperately toward a second door, but that too is
opening.  Trapped, they duck under the banquet table,
disappearing behind the long white tablecloth just as the
banqueteers start to troop in.  They are the same mugs we
saw in the lobby, but they are now dressed in tuxedos or
white dinner jackets.  Chatting amiably, they move to their
places at the table.

Under the table, Joe and Jerry huddle together as the
delegates start to seat themselves.  Suddenly a pair of legs
slide beneath the tablecloth directly in front of them - and
the boys recoil when they see that the owner's shoes are
encased in spats.

Spats Colombo is settling himself at the table, while his four
henchmen take the seats on either side of him.

	SPATS
	What happened?

	FIRST HENCHMAN
	Me and Tiny, we had them cornered -
	but we lost 'em in the shuffle.

	SPATS
	(turning to other
	two henchmen)
	Where were you guys?

	SECOND HENCHMAN
	Us?  We was with you at Rigoletto's.

	SPATS
	Why, you stupid -

He picks up the half-grapefruit in front of him, and is about
to ram it in the henchman's face.

	FIRST HENCHMAN
	It's all right, boss - we'll get 'em after
	the banquet.  They can't be too far away.

Under the table, Joe and Jerry exchange a panicky look.

There is a burst of APPLAUSE from the delegates as through
the door strides LITTLE BONAPARTE, accompanied by half a
dozen convention officials.  Little Bonaparte is short, bald,
vicious, and wears a hearing aid.  As he proceeds toward
the head of the table, his pose is Napoleonic -head bowed,
hands clasped behind his back.  Spats and his henchmen
pointedly abstain from applauding.  Little Bonaparte
remains standing at the place of honor while his associates
seat themselves.

	BONAPARTE
	Thank you, fellow opera-lovers.  It's been
	ten years since I elected myself president
	of this organization - and if I say so
	myself, you made the right choice.  Let's
	look at the record.  We have fought off the
	crackpots who want to repeal Prohibition
	and destroy the American home - by
	bringing the corner saloon.  We have
	stamped out the fly-by-night operators
	who endangered public health by brewing
	gin in their own bathtubs, which is very
	unsanitary.  We have made a real contribution
	to national prosperity - we are helping
	the automobile industry by buying all
	those trucks, the glass industry by using
	all those bottles, and the steel industry -
	you know, all those corkscrews.  And what's
	good for the country is good for us.  In the
	last fiscal year, our income was a hundred
	and twelve million dollars before taxes -
	only we ain't paying no taxes.

The delegates applaud.

	BONAPARTE
	(continues)
	Of course, like in every business, we've
	had our little misunderstandings.  Let us
	now rise and observe one minute of silence
	in memory of seven of our members from
	Chicago - North Side chapter - who are
	unable to be with us tonight on account of
	being rubbed out.

All the delegates rise and bow their heads - except Spats
and his henchmen.

	BONAPARTE
	(continues; sharply)
	You too, Spats.  Up!

Spats and his boys get up reluctantly, join the others in
silent tribute.

89.	INT.  PANTRY - DAY.		89.

The inscribed top of the cake has been lifted off to reveal a
hollow interior.  Johnny Paradise is climbing inside.

	SECOND OFFICIAL
	Easy now.  You know when you come out?

	PARADISE
	Yeah.  The second time they sing -
	(singing)
	For he's a jolly good fel-low
	Which nobody can deny.

	SECOND OFFICIAL
	Okay.
	(handing him a
	submachine gun)
	And don't mess up the cake - I promised
	to bring back a piece to my kids.

Johnny Paradise squats down inside the cake.  The officials
set the lid back in place.

90.	INT.  BANQUET ROOM - DAY.		91.

The minute of silence is over, and the delegates are seating
themselves.  Little Bonaparte remains on his feet.

	BONAPARTE
	Now, fellow delegates, there comes a
	time in the life of every business executive
	when he starts to think about retirement.

There are ad lib cries of "No!  No!" from the delegates.
Little Bonaparte holds up his hand.

	BONAPARTE
	(continues)
	In looking around for somebody to fill
	my shoes, I've been considering several
	candidates.  For instance, there is a
	certain party from Chicago -
South Side Chapter.

He glances in the direction of Spats.  Spats' henchmen turn
and look at their boss.

	BONAPARTE
	(continues)
	Now some people say he's gotten a little
	too big for his spats - but I say he's a
	man who'll go far.  Some people say he's
	gone too far - but I say you can't keep a
	good man down.  Of course, he still has
	a lot to learn.  That big noise he made on
	St. Valentine's Day - that wasn't very good
	for public relations.  And letting those two
	witnesses get away - that sure was careless.

Under the table, Joe and Jerry try to make themselves as
small as possible.

	SPATS
	Don't worry about those two guys - they're
	as good as dead - I almost caught up with
	them today.

	BONAPARTE
	(turning on
	hearing aid)
	You mean you let them get away twice?
	(clicks his tongue)
	Some people would say that was real
	sloppy - but I say to err is human, to
	forgive divine.  And you, Spats - the
	boys told me you was having a birthday -
	so we baked you a little cake.

	SPATS
	My birthday?  It ain't for another four months.

	BONAPARTE
	So we're a little early.  So what's a few
	months between friends?
	(turning to the others)
	All right, boys - now all together -
	(singing)
	For he's a jolly good fellow....

The other delegates, including Spats' henchmen, join in the
song.  The lights are extinguished, and from the pantry
come the two officials, pushing a cart on which stands the
cake, with candles blazing.  They wheel the cake up directly
in front of Spats, who eyes it uneasily.  Little Bonaparte,
meanwhile, is conducting the song with relish.  As the
singers reach the climactic line, the top of the cake tears
open and out pops Johnny Paradise.  Aiming his machine
gun at Spats and his henchmen, he starts blazing away.

Under the table, Joe and Jerry cringe.

Little Bonaparte winces, turns down the volume of his
hearing aid - he can't stand loud noises.

Spats' four henchmen have slumped across the table.  Spats
is clutching his chest.

	SPATS
	Big joke!

His eyes close, and he starts to slip out of his chair.

Under the table, Joe and Jerry react as Spats' body comes
sliding toward them, feet first.

	JOE
	Let's get out of here.

He grabs Jerry, pulls him out from under the table.

The delegates, who are watching Johnny Paradise scramble
out of the cake, are momentarily off guard as Joe and Jerry
streak across the darkened banquet room toward the
pantry door.

	BONAPARTE
	Get those two guys!

Four of the officials rush into the pantry after Joe and Jerry.
At the same time, the main door opens, and Mulligan
strides in.  Standing in the corridor behind him are several
frightened waiters.  Mulligan switches on the lights, looks
down at the five corpses.

	MULLIGAN
	What happened here?

	BONAPARTE
	(blandly)
	There was something in that cake
	that didn't agree with them.

Mulligan crosses to the cake, glances inside, then turns to
Little Bonaparte.

	MULLIGAN
	My compliments to the chef.  And nobody's
	leaving this room till I get the recipe!

	BONAPARTE
	You want to make a Federal case out of it?

	MULLIGAN
	(grabs hearing aid,
	yells into mike)
	Yeah!

91.	INT.  LOBBY - NIGHT.		91.

Joe and Jerry bolt out of the rear corridor, go pounding up
the stairs, followed by two of the officials.  As they
disappear from sight, CAMERA PANS OVER to the elevator.
The door opens, and out step Joe and Jerry, wearing their
wigs and girls' coats.

As the boys mince daintily toward the front door, they see
the other two officials coming toward them.  They change
their course abruptly.  The first two officials come hurrying
down the stairs.

	FIRST OFFICIAL
	They slipped right through our hands.

	SECOND OFFICIAL
	Don't worry.  We got our guys watching
	the railroad station, the roads, the airport -
	they can't get away.

	JERRY
	(to Joe, in a
	hoarse whisper)
	Did you hear that?

	JOE
	Yeah, but they're not watching yachts.
	Come on - you're going to call Osgood.

He steers Jerry toward a row of telephone booths near the
entrance to the ballroom.  There is an easel sign outside
announcing that Sweet Sue and her Society Syncopators are
appearing nightly in the Peacock Room, and from inside
comes the SOUND of MUSIC.

	JERRY
	What'll I tell him?

	JOE
	Tell him you're going to elope with him.

	JERRY
	Elope?  But there are laws - conventions -

	JOE
	(jerking his thumb
	over his shoulder)
	There's a convention, all right.  There's
	also the ladies' morgue.

He shoves Jerry toward a phone booth.  Jerry reaches under
his coat for a coin, revealing the rolled up trousers of the
Bellhop uniform underneath.

As he steps into the phone booth, Joe becomes aware of the
SOUND of sugar's VOICE drifting up from the ballroom.  She
is singing "I'M THROUGH WITH LOVE."  Almost despite
himself, Joe finds himself drawn toward the ballroom
entrance.

92.	INT.  BALLROOM - NIGHT.		92.

Joe appears in the vestibule at the top of the stairs, looks
down.

From his point of view, we see Sugar perched on top of the
piano, bathed in a spotlight.  She is a little drunk, and more
than a little blue, and she is singing the lyrics with
heartbreaking conviction.

Joe, watching her from the landing, is deeply moved.
Slowly, he starts down the steps.

One the bandstand, Sugar is winding up the torchy ballad,
when suddenly Joe steps into the spotlight.  Without a word,
he takes her in his arms, kisses her.

	SUGAR
	(shocked)
	Josephine!!

Nearby, Sweet Sue is watching open-mouthed.

	SUE
	(screaming)
	BIENSTOCK!

Bienstock, who is standing near the reservation desk, turns
and peer myopically toward the bandstand.  At the same
time, two of the convention officials come up behind him.

	SECOND OFFICIAL
	(pointing)
	Hey - that's no dame!

He and his companion rush toward the bandstand.

On the bandstand, Joe is brushing a tear away from
Sugar's cheek.

	JOE
	(in a male voice)
	None of that, Sugar - no guy is worth it.

He catches sight of the two officials bearing down on him,
leaping from the bandstand, shoulders his way through the
couples on the dance floor.  With the two officials on his
heels, Joe gallops up the stairs.

On the bandstand, all is confusion, as the girls stop playing
and stand up.  Sugar is staring after Joe in complete
bewilderment.

	SUGAR
	Josephine???

Suddenly it dawns on her - that kiss!  Her eyes widen, her
hand flies to her mouth, and she looks with growing
comprehension at the bracelet on her wrist.

93.	INT.  LOBBY - NIGHT.		93.

Jerry is just stepping out of the phone booth when Joe
bursts out of the ballroom entrance.

	JERRY
	It's all fixed!  Osgood is meeting us
	on the pier -

	JOE
	We're not on the pier yet -

He grabs Jerry, and they take off across the lobby, as their
pursuers appear behind them.

The boys head for the front door, but finding their way
blocked by the other two officials, they reverse their field
and hotfoot it toward the rear corridor.  The four officials
converge on their trail.

Joe and Jerry charge down the rear corridor, go skidding
around the corner.  As the officials come tooling after them,
two ambulance attendants round the turn in the corridor,
pushing a wheeled stretcher.  On the slap is a boy, covered
with a sheet that hangs down the sides, and sticking out
from the end of the sheet are a pair of spat-covered shoes.
The four officials make way for this grisly cargo, then
resume the chase.

As the ambulance attendants wheel the stretcher toward
the lobby, the trailing sheet lifts up, and Joe and Jerry, who
have been clinging to the under-carriage, hop out.  They
tear across the lobby and scoot out the front door.

DISSOLVE TO:

94.	EXT.  PIER - NIGHT.		94.

Osgood is waiting impatiently on the pier.  He hears
something, looks off toward the beach.

Jerry and Joe, still wearing their wigs and girls' coats, come
scrambling down the steps, race across the planking
toward the pier.

On the pier, Osgood's face lights up.  Jerry comes puffing
up the stairs, followed by Joe.

	JERRY
	This is my friend Josephine - she's
	going to be a bridesmaid.

	OSGOOD
	Pleased to meet you.

	JERRY
	(grabbing him)
	Come one!

He practically drags Osgood down the stairs leading to the
motorboat.

	OSGOOD
	(over his shoulder, to Joe)
	She's so eager!

Swooping down from the beach on a bicycle comes Sugar,
pumping like mad.  The bicycle bounces down the steps, and
Sugar pedals across the planking, sounding her HORN.

Osgood and Jerry have settled themselves in the front seat
of the motorboat, and Joe is getting into the rear seat when
he hears the SOUND of the bicycle HORN.  He looks back.
Osgood starts the motor.  Sugar comes racing up the stairs
tot he pier, leans over the railing.

	SUGAR
	(calling down)
	Wait for Sugar!

She hurries toward the other staircase.

In the motorboat, Osgood turns to Jerry.

	OSGOOD
	Another bridesmaid?

	JERRY
	Flower girl.

Sugar comes charging down the stairs, starts to get into the
rear seat beside Joe.

	JOE
	Sugar!  What do you think you're doing?

	SUGAR
	I told you - I'm not very bright.

	JERRY
	(clapping Osgood
	on the back)
	Let's go!

The motorboat takes off with a ROAR.


95.	EXT.  MOTORBOAT - NIGHT.		95.

	In the back seat, Joe is removing his wig and coat.

	JOE
	You don't want me, Sugar - I'm a liar and
	a phony - a saxophone player - one of
	those no-goodnicks you've been
	running away from -

	SUGAR
	I know.
	(hitting her head)
	Every time!

	JOE
	Do yourself a favor - go back where the
	millionaires are - the sweet end of the
	lollipop - not the cole slaw in the face
	and the old socks and the squeezed-out
	tube of toothpaste -

	SUGAR
	That's right - pour it on.
	(twines her arms
	around his neck)
	Talk me out of it.

She kisses him resoundingly, bending him over backwards
till they are both practically out of sight.

Up front, Osgood is blithely steering the boat, keeping his
eyes straight ahead.  Jerry is looking over his shoulder at
the activities in the back seat.

	OSGOOD
	I called Mama - she was so happy she
	cried - she wants you to have her
	wedding gown - it's white lace.

	JERRY
	(steeling himself)
	Osgood - I can't get married in your
	mother's dress.  She and I - we' not
	built the same way.

	OSGOOD
	We can have it altered.

	JERRY
	(firmly)
	Oh, no you don't!  Look, Osgood - I'm
	going to level with you. We can't get
	married at all.

	OSGOOD
	Why not?

	JERRY
	Well, to begin with, I'm not
	a natural blonde.

	OSGOOD
	(tolerantly)
	It doesn't matter.

	JERRY
	And I smoke. I smoke all the time.

	OSGOOD
	I don't care.

	JERRY
	And I have a terrible past.  For three
	years now, I've been living with a
	saxophone player.

	OSGOOD
	I forgive you.

	JERRY
	(with growing desperation)
	And I can never have children.

	OSGOOD
	We'll adopt some.

	JERRY
	But you don't understand!
	(he rips off his wig;
	in a male voice)
	I'm a MAN!

	OSGOOD
	(oblivious)
	Well - nobody's perfect.

Jerry looks at Osgood, who is grinning from ear to ear,
claps his hand to his forehead.  How is he going to get
himself out of this?

But that's another story - and we're not quite sure the
public is ready for it.

FADE OUT

THE END


 
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