Point in Time
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               FADE IN:


               INT. HOTEL ROOM -- EVENING

               Inside the shabbily furnished, rundown room is a rickety 
               bed and not much more.  On the bed lies BIG REED RODNEY, 93.  
               Standing over him is JACOB JONES, 50, dressed in a new suit.  

               HOBO ONE and HOBO TWO, both about 55, are in the room.

                                     HOBO ONE
                         You're a good man, JJ.

                                     HOBO TWO
                         He spoke of you often.

               Hobo One and Hobo Two walk out, closing the door behind 
               them.

               Rodney's eyes are shut.  Jacob gently touches Rodney's 
               hand.  Rodney opens his eyes as his breathing becomes very 
               labored.

                                     BIG REED RODNEY
                         Jacob?  Jacob Jones.  That you?

                                     JACOB
                         It is I.

                                     BIG REED RODNEY
                         What you doing in Kansas City?

                                     JACOB
                         Felt like a jam session.  Get your 
                         ass out of bed, grab Sally and let's 
                         get funky.  Blow, Rodney.

               Rodney's response is a slight chuckle.

                                     BIG REED RODNEY
                         You have newspaper?

               Jacob holds up a thick newspaper.

                                     JACOB
                         You taught me well.  New York Times 
                         Sunday Edition.

                                     BIG REED RODNEY
                         Lot of pages.

               Rodney shuts his eyes, struggles to take one last labored 
               breath and then lies there silently, motionless.

               A train whistle BLOWS and a harmonica plays BLUSEY MUSIC.


               EXT. RAILROAD CROSSING -- NIGHT

               A freight train passes by.


               INT. BOXCAR -- CONTINUOUS

               Inside the dark, cluttered car are Hobo One, who plays his 
               harmonica, Hobo Two and Jacob.  The boxcar rocks from the 
               motion of the train.

               A cell phone RINGS.  Jacob pulls his phone from his pocket, 
               looks at the caller ID and ignores the call.  

                                     HOBO ONE
                         Radio station again?

                                     JACOB
                         Yup.

               The train whistle BLOWS, crossing bells CLANG.

                                     JACOB (CONT'D)
                         Last time I rode the rails, I was 
                         westbound.

                                     HOBO ONE
                         Probably five hours to Detroit.

                                     HOBO TWO
                         Might as well get some shut eye.


               EXT. RAIL YARD -- MORNING

               A freight train slows.


               EXT. BOXCAR -- MOMENTS LATER

               The train stops, Jacob climbs out carrying a duffel bag and 
               guitar case.

                                     JACOB
                         Take care guys.

                                     HOBO ONE
                         Peace be with you, JJ.

                                     HOBO TWO
                         Hope to ride with you again 
                         sometime.


               EXT. CAR RENTAL AGENCY LOT -- MORNING

               Jacob drives off in a new Cadillac.


               EXT. THE POINT PRESENT DAY -- EVENING

               Misty rain falls on a country intersection where one road 
               splits into two.  A giant tree grows at the fork in the 
               road.  

               In the background two pinpricks of light come closer then 
               fill the screen.  The lights go out revealing Jacob's rented 
               Cadillac parked near the tree. 

               The driver's door opens.  Jacob walks to the tree, looking 
               at a road sign: MAKERSVILLE 1 MILE.  

               Jacob rubs his chin as if pulling on a imaginary goatee. 


               INT.  JACOB'S BEDROOM 1972 -- MORNING

               A flip-card style digital clock turns its numbers from 6:59 
               TO 7:00.  A 70'S TOP 40 pre-recorded radio announcer is 
               heard.

                                     ANNOUNCER (V.O.) (V.O.)
                         And the hits just keep on coming! 

                                     RADIO JINGLE SINGERS (V.O.) (V.O.)
                         CKLW, The Motor City.

               Over the INTRO OF A RECORD we hear CKLW DJ TOM SHANNON.

                                     TOM (V.O.) (V.O.)
                         7 o'clock with Tom Shannon.  Don't 
                         you dare hit that snooze alarm 
                         again, time to get up.  

               Jacob's bedroom is a masterpiece of teenage male 
               disorganization.  Other than a black light poster of 
               President Richard Nixon sitting on the toilet, and one that 
               proclaims "Make Love Not War" the room is a shrine to Motown 
               Records.  

               An acoustic guitar leans against the wall under a 
               hand-written sign: "God Loves the Snake Pit."  Record albums 
               are everywhere.  

               An electric guitar, amp, saxophone, drum kit, portable 
               keyboards, two reel-to-reel tape machines and microphones on 
               stands are crammed in the room.  

               On one of the tape machines is a framed picture of Jacob's 
               mother.

               Beneath the covers out pops the head of JACOB JONES, 17, 
               his mop of hair covering his ears.

               His eyes open slowly, adjusting to the light.  Jacob 
               cradles his chin in his right hand and rubs as if pulling on 
               an imaginary goatee.  He climbs out of bed and comes to life 
               to the music. 

               Jacob stands up wearing jockey shorts, grabs a tie-dye 
               t-shirt draped over a chair, gives it a quick sniff and 
               pulls it on in rhythm to the music.  

               In front of a poster of The Temptations he does the 
               "Temptation Walk."  Step forward.  Step back.  Step forward 
               and pivot as he rolls his hands "this old man" style.  

               Jacob pulls on a pair of bell bottom blue jeans.  


               EXT. JACOB'S HOUSE -- MORNING

               Jacob opens the door and bounds down the front steps.


               EXT. A STREET CORNER -- MOMENTS LATER 

               Jacob meets KEVIN WILSON, also 17 years old.  He wears 
               jeans and a t-shirt with the Chevrolet logo.  A "McGovern 
               '72" button is pinned to the shirt.  MANY TEENAGERS mill 
               about, all walking in the same direction.

                                     KEVIN
                         JJ, what's up, man?

                                     JACOB
                         Nothing, man.  What's up with you?

                                     KEVIN
                         When Kevin Wilson is around, what's 
                         up is all good.  So the girls say.

                                     JACOB
                         Only thing smaller is your IQ.


               EXT. THE STREET -- CONTINUOUS

               Jacob and Kevin walk toward HIPPIE CHICK and HIPPIE DUDE 
               both in their late 20's handing out leaflets.

                                     KEVIN
                         Oh, groovy, man.  Get out the love 
                         beads and light some incense. 

                                     JACOB
                         These burn-outs again.  

               The two boys are stopped by the pair of hippies.

                                     HIPPIE DUDE
                         Peace.

               Hippie Chick hands Jacob and Kevin each a flier.  Kevin 
               looks it over, Jacob gives it a quick glance.

                                     HIPPIE CHICK
                         Love.

                                     HIPPIE DUDE
                         Brothers Jacob and Kevin, Mother 
                         Earth must be saved from the 
                         evil-doers on the hill.

                                     HIPPIE CHICK
                         We're having a "love-in" to tap 
                         into cosmic energy to stop 
                         pollution, starvation and end the 
                         war.

                                     JACOB
                         Yeah?  Think you can plug into the 
                         cosmos and get the "Wild, Wild West" 
                         back on the air? 

                                     HIPPIE DUDE
                         Dig the McGovern button. 

                                     KEVIN
                         My dad's union gave him a shit load 
                         of them.  You have to vote for 
                         Democrats or they kick you out.

                                     HIPPIE CHICK
                         Play at our happening.  Your music 
                         will be the message.

                                     JACOB
                         I'm not into the Joan Baez thing.

               Hippie Chick begins rubbing Jacob's chest suggestively.

                                     HIPPIE CHICK
                         The vibes you share will be richly 
                         rewarded.

               Kevin continues to study the flier.

                                     KEVIN
                         You're holding this at old man 
                         Dundee's pasture?  How'd you get the 
                         old coot to agree to that?

                                     HIPPIE DUDE
                         He neither agreed nor disagreed.

                                     HIPPIE CHICK
                         Love is land.  Land is earth.  
                         Earth is free.  It belongs to us all 
                         to do with as we please.

                                     HIPPIE DUDE
                         We made love in a cow pasture.

                                     HIPPIE CHICK
                         Very organic.

                                     HIPPIE DUDE
                         Can we count on you to make some 
                         beautiful noise, brother Jacob? 

               Jacob walks away.  Kevin joins him.

                                     JACOB
                         I'll let you know.  Tune into 
                         channel deep six on your cosmic 
                         antennae for the answer.

               Hippie Chick and Hippie Dude walk up to some more kids.

                                     HIPPIE CHICK
                         Attend a happening.

                                     HIPPIE DUDE
                         Free brownies and tea.

               Jacob shoves his flier into a bush by the sidewalk. 

                                     JACOB
                         Thank God I'm not burdened with a 
                         social agenda.

                                     KEVIN
                         Did you get a whiff of them?  

                                     JACOB
                         Gamy.

                                     KEVIN
                         Probably just had their wild roll 
                         in the cow shit.

                                     JACOB
                         Right after their flying saucer 
                         landed.  Speaking of smelling, 
                         what's your favorite after shave?

                                     KEVIN
                         Uh, English Leather? 

               Jacob jumps up in a perfect Bruce Lee karate move and kicks 
               Kevin in the ass.

                                     JACOB
                         Wrong!  Hai Karate!

               Kevin attempts the same move, completely misses, stumbles 
               and almost falls on his face.

                                     KEVIN
                         Ah, shit.  Old Spice to you. 


               EXT. FRONT OF MAKERSVILLE HIGH SCHOOL -- MOMENTS LATER 

               Jacob and Kevin walk toward the old two-story school.  
               Massive trees frame and overhang the building.

                                     DAVID (O.S.) (O.S.)
                         Pssst.  Dudes.

               They look around, to place where the voice is coming from.

                                     DAVID (O.S.) (O.S.) (CONT'D)
                         Over here, ass wipes.

               In a thicket of bushes and weeds on the perimeter of the 
               school property, 14 year old DAVID CRANKWELL's head slowly 
               comes into view at ground level.

                                     DAVID (CONT'D)
                         We're gonna get busted, man.

                                     JACOB
                         No way.

                                     DAVID
                         Busted and sent to prison forever, 
                         maybe longer.

                                     KEVIN
                         Get out of there, loser.

               David crawls out on his hands and knees, then reverses and 
               crawls back into hiding.

                                     DAVID (O.S.) (O.S.)
                         We're done.  Here he comes.

               A Volkswagen Beetle comes toward the boys; driving is High 
               School Principal ELI McGURDY, 56.  If mean looks had a 
               poster boy, he would be the perennial centerfold.

               McGurdy stops his bug.

                                     MCGURDY
                         Do you gentleman plan on education 
                         or fraternization today?

                                     JACOB
                         Education.

                                     MCGURDY
                         Education what?

                                     JACOB
                         Principal McGurdy, sir.

                                     MCGURDY
                         Get to class quicker than 
                         immediately.  Got it?

               McGurdy starts to drive away. 

                                     MCGURDY (CONT'D)
                         I see you under those bushes, Mr. 
                         Crankwell.

               David crawls back out and stands.

                                     DAVID
                         He knows.  We're doomed.  He knows.

                                     KEVIN
                         He knows nothing.  McGurdy will 
                         never figure out who did it.

                                     DAVID
                         I hope you're right.  Don't want to 
                         wake up with a tarantula in my bed.

                                     KEVIN
                         Those tarantulas are his babies.  
                         He'd never let one out.

                                     DAVID
                         He walks them on a leash after 
                         dark.  Joey Kinchloe says.

                                     JACOB
                         That stoner doesn't know shit.

                                     DAVID
                         Ain't taking chances. 

                                     JACOB
                         It'll be neat, clean, quick and 
                         done.  Look at those trees, strong 
                         as steel. 

                                     DAVID
                         Don't know.

                                     KEVIN
                         Fossil face McGurdy gave you 
                         detention six weeks for what again?

                                     DAVID
                         Staining my algebra book with 
                         Twinkie Cream.

                                     KEVIN
                         Twinkie Cream.  Proves he's an 
                         asshole and likely a Communist to 
                         boot.  Only a comrade would get 
                         cranked up about good old American 
                         Twinkie Cream.

                                     DAVID
                         Yeah, he must be a Commie.

                                     KEVIN
                         Remember the kid on detention 
                         forever?

                                     DAVID
                         His grandma lay dying in the 
                         hospital.

                                     KEVIN
                         Poor woman, in a plane crash taking 
                         food to poor kids in China, Chile, 
                         Simi Valley; someplace like that.

                                     DAVID
                         McGurdy zapped him with permanent 
                         double detention.

                                     KEVIN
                         For going to his grandma's funeral 
                         without a permission slip.

                                     JACOB
                         If that's true, it's sick.

                                     KEVIN
                         McGurdy's the king of evil.  That 
                         kid's grandma will look down on us 
                         tonight and smile.

                                     DAVID
                         Man, I still don't know.

                                     JACOB
                         Let's do another practice run after 
                         school.  Cool fool?

                                     KEVIN
                         Cool fool.  Cool fool?

                                     JACOB
                         David, cool fool?  All for one,

                                     JACOB & KEVIN
                         One for all.  

                                     KEVIN
                         Davey, boy.  Cool fool?  

               Jacob and Kevin get on opposite sides of David and 
               playfully push him back and forth.  Finally David cracks a 
               smile.

                                     DAVID
                         Alright, cool fool.  I guess.


               EXT. THE STREET IN FRONT OF MAKERSVILLE HIGH -- CONTINUOUS

               The throaty ROAR of a muscle car is heard as a Plymouth 
               Hemi 'Cuda with the ragtop down comes into the scene.  The 
               driver is 18 year-old MEGHAN ALLEN, a drop-dead, stone fox.  

               Meghan notices Jacob, Kevin and David.  She playfully flips 
               her shoulder length hair from the side of her face.

                                     MEGHAN
                         Boys.  Are you staring at me?

               David gazes open-mouthed, Jacob looks at her lovingly.

                                     KEVIN
                         Wouldn't be polite to stare.

                                     MEGHAN
                         I do believe you're staring at me.

                                     KEVIN
                         We're, uh, I'm enchanted.  And 
                         wonder where an angel like you hides 
                         her wings while visiting earth.

                                     MEGHAN
                         How sweet in a yokel sort of way.

                                     DAVID
                         Yokel?  Yokel Ono?

                                     MEGHAN
                         I'll make note to see you boys 
                         later. 

               Meghan guns the engine, laying rubber through all four 
               gears.

                                     DAVID
                         Who is that lovely creature?

                                     KEVIN
                         Don't know but I'm in lust.

                                     JACOB
                         Not good.

                                     KEVIN
                         Maybe in love.

                                     JACOB 
                         Bad idea. 

                                     KEVIN
                         Head over heels. 

                                     JACOB
                         Don't be in love with that girl, 
                         I'm gonna marry her right after gym 
                         class.


               EXT. FRONT OF MAKERSVILLE HIGH SCHOOL -- AFTERNOON

               The school bell rings, a sea of kids flood out the doors.  
               In the midst of the crowd are Jacob, Kevin and David.

                                     DAVID
                         I didn't say The Temptations aren't 
                         good.  I like the Partridge Family 
                         better, that's all.

                                     JACOB
                         You're a man of unique taste.

                                     KEVIN
                         What's with you and Motown?

                                     JACOB
                         Sweet music.  I'm gonna play there 
                         someday.

                                     KEVIN
                         Man, Motown ain't gonna hire no 
                         white boy like you. 

                                     JACOB
                         Ain't no white boy can play like me.

                                     KEVIN
                         Wake me up when your wet dream's 
                         over.  Motown's decent.

                                     JACOB
                         Decent? 

                                     KEVIN
                         Some is pretty good.  "Ball of 
                         Confusion" tells how the world 
                         sucks.  Great lyrics. 

                                     JACOB
                         Don't know the lyrics, just know 
                         the jam.  Dennis Coffey's guitar is 
                         cool with fuzz tone and echoplex.

                                     KEVIN
                         Echo, fuzz tone?  Whatever fuzz 
                         nuts.

                                     JACOB
                         You want to change the world.  My 
                         music is my world.  Nobody ever dies 
                         or gets hurt where I live.

                                     KEVIN
                         I dig where you're coming from.  
                         Someday you have to crawl out of 
                         Captain Kangaroo's Treasure House.  
                         Open your eyes to all the crap all 
                         around you.  Raise hell like Mother 
                         Jones.   

                                     JACOB
                         Rather raise funk with Mother 
                         Motown.

                                     KEVIN
                         The clock is ticking.  Motown's 
                         fifteen minutes are about up.

                                     DAVID
                         When does your fifteen minutes of 
                         being an asshole end?

                                     JACOB
                         Very good.

                                     DAVID
                         Hey, I made a joke.

                                     KEVIN
                         Far out, solid and right on, man.

                                     DAVID
                         Cool.  A good joke.

                                     KEVIN
                         Dude, you are the joke.  The point 
                         is nobody will give jack shit about 
                         Motown ten years from now.

                                     JACOB
                         Not when we can listen to the 
                         Archies.  

                                     KEVIN
                         You're messed up.  Stick with 
                         something, like me, that has staying 
                         power.

               An acoustic guitar PLAYS the intro of "My Girl." 

                                     KEVIN (CONT'D)
                         Who wants to hear "My Girl" when 
                         they're fifty years old?


               INT. JACOB'S CAR PRESENT DAY -- NIGHT

               Heavy rain falls outside as a rain-soaked older Jacob sits 
               in the passenger seat of his car, he is playing his guitar 
               and singing along.

               A 4x4 pickup coming from town slows down as it passes by.

               The pickup turns around and stops.  A spotlight from the 
               truck shines on Jacob's car, lighting up the interior.

                                     JACOB
                              (still singing, then)
                         In the spotlight shining bright  
                              (finishes lyric)

               The pickup flies away leaving a trail of spray from the 
               rain in its wake.  The spray fills the screen.

                                     JACOB (O.S.) (O.S.) (CONT'D)
                         Music critic.


               EXT. THE ALLEY 1972 -- AFTERNOON

               Smoke fills the screen then clears revealing the back alley 
               of downtown Makersville.  Another cloud of smoke rises from 
               the coughing mouth of JOEY KINCHLOE, 23.  

               Joey passes a poorly rolled joint to DANNY DORPHMAN, 21.  
               Danny takes a toke and chokes on what has to be harsh 
               ragweed.  

               Jacob, Kevin and David walk through the alley.

                                     JOEY
                         Look what the cat puked up and 
                         dragged back to the alley.  Ladies, 
                         come take a walk on the wild side.

                                     DANNY
                         Yeah, wild side.  Girls, show us 
                         you have hair on your balls.

               Danny hands the joint in the direction of Jacob, David and 
               Kevin who all refuse to take it.

                                     JOEY
                         What's wrong bitches, don't want to 
                         ride the magic carpet?  Play suck 
                         face with Mary Jane?

                                     JACOB
                         No thanks, man. 

                                     JOEY
                         You sluts are hurting my feelings.  
                         Expand horizons.  Visit imaginary 
                         places.  Listen to music that ain't 
                         been written.  Set your spirits free.

                                     KEVIN
                         My spirit's fine.  Don't wanna grow 
                         tits, that's what that shit does.

                                     DAVID
                         And you get brain damage.

                                     JOEY
                         Wouldn't want that would we 
                         Einstein?

                                     KEVIN
                         A guy in Chicago jumped out a 20 
                         story window after just one toke.

                                     JOEY
                         Bullshit.

                                     DANNY
                         You tell them Joey, bullshit.

                                     JACOB
                         No, bull-fact.  I want to keep 
                         using my brain for something besides 
                         a sponge to stop air leaks.  

                                     JOEY
                         I heard it was Cleveland and a 30 
                         story window.  So?  Fall 29 floors, 
                         you got it made.  That's a few feet 
                         from the ground.  Anybody can jump 
                         from there.

               The boys walk away.

                                     KEVIN
                         Man, the war totally messed that 
                         dude up.

                                     DAVID
                         I think he's right.  You should be 
                         able to jump from there.

                                     KEVIN
                         How old are you again?

                                     DAVID
                         Almost fifteen.

                                     KEVIN
                         A pup.  Taken under our wings to 
                         learn to be cool like us.  Me anyway.

                                     JACOB
                         Your mama.

                                     KEVIN
                         Don't think you can be taught.  Try 
                         hanging close to me, maybe you'll 
                         soak it up through osmosis.

                                     DAVID
                         Osmosis?  Isn't that about plants?

                                     JACOB
                         Photosynthesis.

                                     KEVIN
                         David and plant life.  Same thing.


               EXT. DOWNTOWN MAKERSVILLE -- MOMENTS LATER

               A small town of very few businesses, each one generically 
               and unimaginatively named, ie: the flower shop is called 
               "Flower Shop", barber shop is named "Barber Shop," liquor 
               store goes by "Liquor Store," the three bars carry the 
               simple moniker "Bar."  

               The boys approach the "Coffee Shop."


               INT. COFFEE SHOP -- CONTINUOUS

               Sitting at the table in the window are the queen bees of 
               town gossip, the menopausal, LOUISE JONES, ROXIE REYNOLDS 
               and JANE VINTON.  All are in their upper 50's and look every 
               minute of it.

               The table is cluttered with its usual assortment of items: 
               a pot of coffee and three mugs, packs of cigarettes, an 
               ashtray filled with cigarette butts and a bright pink 
               scrapbook.

                                     LOUISE
                         You know she has a drinking problem.

                                     JANE
                         She likes her sauce.  And her 
                         morals, should we say, are a bit 
                         loose.

                                     LOUISE
                         If she charged a nickel a pop she'd 
                         be retired to Mexico by now.

               Jacob, Kevin and David pass by the window.

                                     JANE
                         Look at these three. 

                                     LOUISE
                         Disgraceful.

                                     ROXIE
                         That long girlie hair.  So pretty.

                                     JANE
                         Heads out of the sand, the hippies 
                         have taken over.

                                     LOUISE
                         In Makersville.  I thought we were 
                         above that. 

                                     JANE
                         Who knows what's next with the 
                         likes of them traipsing around.

                                     ROXIE
                         Help us, Jesus.

                                     LOUISE
                         That kid, Jacob has the same last 
                         name as me.  We're not related.

                                     JANE
                         You've told us many times.  

                                     ROXIE
                         Jones is a common name.

                                     JANE
                         If nothing else those three are the 
                         jolliest ol' souls in town.

               Louise strikes a match and lights a cigarette.  Roxie 
               brings life to her ciggy off Louise's still flaming match.

                                     ROXIE
                         How's that?

               Jane attempts to light a smoke off the match. Louise shakes 
               the flame out.

                                     LOUISE
                         Never three on a match, dear.

                                     JANE
                         I forgot.

               Jane pulls out a Zippo lighter from her purse, flicks it to 
               life, takes a deep drag and loudly snaps the lighter shut.

                                     JANE (CONT'D)
                         They get happy-faced smoking that 
                         wacky tobacky.  Giggle smoke.

               All three ladies cackle, smoke and slurp coffee.  Through 
               the window we see Jacob, Kevin and David cross the street.


               EXT. DOWNTOWN MAKERSVILLE -- CONTINUOUS

               McGurdy's VW pulls out from a parking space and stops short 
               of hitting the boys.

                                     MCGURDY
                         Learn to pay attention quicker than 
                         immediately.  Got it?

                                     JACOB
                         Sure thing Mr. McGurdy.

                                     MCGURDY
                         Sure thing, what?

                                     JACOB
                         Principal McGurdy, sir.

                                     MCGURDY
                         Mr. Jones, Mr. Wilson, enjoy your 
                         summer vacation this year, you will 
                         despise the fall.  You've heard I'm 
                         tough on seniors?  That's wrong.  
                         I'm brutal.  Got it?  As for 
                         sophomores Mr. Crankwell, they're 
                         slime.  I hate sophomores.  Got it? 

               McGurdy drives off, Kevin flips the bird.

                                     KEVIN
                         Get this.  You'll hate tonight, 
                         jerk.


               INT. COFFEE SHOP -- CONTINUOUS 

                                     LOUISE
                         Druggies in Makersville.

                                     ROXIE
                         Help us please, Jesus.

                                     JANE
                         Giggle smoke.

               The ladies pound the table, cackle and snort uncontrollably.


               EXT. CHICKEN COOP -- AFTERNOON

               Chickens cluck.  Jacob, Kevin and David are in the 
               background.


               EXT. KEVIN'S FARM -- CONTINUOUS

               The boys look straight up a tree.  Heavy rope runs through 
               block and tackle hung from a branch and ends at a hook 
               attached to a large block engine.  Kevin and David pull the 
               rope with all their might. 

               With the engine twenty feet off the ground the hook shifts 
               position causing the load to go off balance.

                                     KEVIN
                         Let it down.

                                     DAVID
                         OK.

               David lets go of the rope and walks away.  Kevin shoots up 
               in the air as the engine hits the ground with an earthly 
               thud.  Kevin dangles twenty feet in the air.  Wrapping his 
               legs around the rope he slides to the ground.

                                     KEVIN
                         At what age did you get your 
                         lobotomy?

                                     JACOB
                         Be cool man, it was good practice.  
                         And great comedy.


               EXT. FRONT OF MAKERSVILLE HIGH SCHOOL -- NIGHT 

               Jacob, Kevin and David sneak toward the school.  David 
               carries the rope; Jacob the block and tackle.  They wear 
               work gloves.  

               Jacob jumps up, grabs a branch and pulls himself into the 
               tree closest to the school.  He hooks the block and tackle 
               over a branch overhanging the building.  Jacob gestures for 
               David to throw the rope up.

               David tosses the rope up just out of reach.  Jacob 
               stretches to grab the rope, loses his balance and hangs 
               upside down like a bat on a tree.

               Jacob pulls himself upright.  Kevin throws the rope to 
               Jacob who threads it through the pulleys and sends it back 
               down.  

               Jacob crawls the branch and jumps to the roof.  He walks to 
               the edge, looks down at his buddies, assumes a stiff 
               military posture and salutes. 

               Kevin and David salute back.  Kevin motions for David to 
               follow him.


               EXT. ELI MCGURDY'S HOUSE -- MOMENTS LATER 

               Down the street from Makersville High School is McGurdy's 
               home.  The driveway has a steep incline toward the street.  
               At the crest McGurdy's Volkswagen is parked.  

               Kevin and David sneak up the drive.  Kevin opens the door, 
               takes the bug out of gear and slowly starts to move the car, 
               holding onto the door frame.

               David walks to the front of the VW and gives it a mighty 
               shove.  It picks up speed down the driveway toward the 
               street.

               The VW rolls in front of an oncoming car.  The driver 
               swerves sharply to avoid hitting the Volkswagen.

                                     DRIVER (O.S.) (O.S.)
                         Asshole, McGurdy!

               The VW jumps the curb onto the sidewalk.  Kevin and David 
               run up to the car.

                                     DAVID
                         At least we got it over the curb.


               EXT. FRONT OF MAKERSVILLE HIGH SCHOOL -- CONTINUOUS 

               Kevin and David push the Volkswagen to the tree with the 
               block and tackle.  Kevin hooks the rope to the front bumper.

               Kevin and David pull the rope, the car moves and rises off 
               the ground to roof level, then eye level with Jacob.  

               Jacob reaches for the rope, pulling the car toward him.  
               There is not enough clearance to get it over the building.

                                     MEGHAN (O.S.) (O.S.)
                         Hey boys.  What's going on?

               The boys freeze in position, Meghan enters from back of the 
               school, her left hand behind her back.

                                     JACOB
                         Just doing some fishing.

                                     MEGHAN
                         Caught a big one.  Gonna be a 
                         bloody mess to clean.

               Meghan nonchalantly walks away.

                                     JACOB
                         What are you doing?

               Meghan brings her left hand into view, it holds a lit 
               cigarette.  She takes a deep drag then flicks the butt on 
               the school lawn.

                                     MEGHAN
                         Hiding out while I practice 
                         learning a bad habit.

               Meghan turns and walks toward the street.

               The boys lift the car a few inches higher.  Jacob indicates 
               a fraction of an inch more is needed.  The car clears the 
               top of the building.

               Jacob pulls the rope and stumbles backward.  The tires hit 
               the top of the school, the car flips over on its roof.

               Jacob unhooks the rope from the Volkswagen.  He rocks the 
               car from side-to-side, until it rights itself

               Jacob pumps his arms up and down in a victory gesture 
               toward the sky as the boys on the ground do a gleeful dance.

               A creaking sound is heard and becomes louder.  The VW falls 
               through the roof to the second story floor then to the first 
               floor.  Jacob looks straight down the hole in the roof.


               INT. MAKERSVILLE HIGH SCHOOL -- CONTINUOUS

               We look straight up at Jacob.

                                     JACOB
                         Whoops.


               INT. MCGURDY'S OFFICE -- MORNING

               We look up at Jacob from floor level.  He sits in a chair 
               and looks down.

                                     MCGURDY (O.S.) (O.S.)
                         There appears to be a Volkswagen in 
                         my office.

               McGurdy sits in a chair on one side of the Volkswagen, not 
               a scratch on it.  Jacob, Kevin and David are across from 
               him.  Underneath the car are the shattered remains of 
               McGurdy's desk.

                                     MCGURDY (CONT'D)
                         There appears to be a Volkswagen on 
                         my desk.  It appears to be my 
                         Volkswagen.  Do you gentlemen know 
                         how my Volkswagen got on my desk?

               David and Kevin shake their heads.

                                     JACOB
                         No sir.  That's quite a mystery.

               McGurdy glares at Jacob with a knowing look.

                                     MCGURDY
                         I know you did this.  I don't have 
                         proof.  I don't need proof.  This 
                         fall you three will be on triple 
                         permanent detention.  Lots of walls 
                         to wash.  Gobs of gum to scrape.

               Meghan's 'Cuda drives by.  Jacob looks out and McGurdy 
               notices his infatuation. 

                                     MCGURDY (CONT'D)
                         Now get out of here.

               Jacob stands up and continues to look out the window.

                                     MCGURDY (CONT'D)
                         Right now.  Got it?


               EXT. FRONT OF MAKERSVILLE HIGH SCHOOL -- AFTERNOON 

               A banner on the front reads: "Have a Nice Summer!"  The 
               school bell RINGS, students explode out the doors.  

               McGurdy drives his Volkswagen out the front door with 
               Jacob, Kevin and David snickering as they follow close 
               behind.


               EXT. DOWNTOWN MAKERSVILLE -- AFTERNOON

               Scores of teenagers exchange hand-slaps and high fives.  

               A pile of shoes and socks is in front of the liquor store.

               Jacob, Kevin and David come out of the liquor store, each 
               carrying a bottle of soda pop.  They take off their shoes 
               and socks, throwing them on the existing pile.

                                     DAVID
                         Ah, summer vacation! 

                                     JACOB
                         Ain't it grand?

                                     DAVID
                         No more pencils.  No more books.

                                     DAVID & JACOB
                         No more teachers dirty looks.

               The other kids in the nearby crowd join in singing. 

                                     ALL
                         School's out for summer!

               The crowd breaks into spontaneous clapping and laughing.

               DEPUTY VINTON, the local cop, age 56, drives slowly down 
               the street.  His stomach protrudes over the steering wheel, 
               his face barely visible through the passenger side window.

                                     DEPUTY VINTON
                         This look like a playground?  Don't 
                         make me have to get out and write 
                         you a ticket for unlawful assembly.

               The group laughs but not loud enough for him to hear.

                                     KEVIN
                         We need to be serious about having 
                         fun this summer.

                                     JACOB
                         Serious about having fun?  Too much 
                         work.  Easier to be miserable. 

                                     KEVIN
                         Enjoy the moment, loser.  Before 
                         you know it, it'll be fall.  You and 
                         I will be seniors.  We'll graduate.

                                     JACOB
                         That was fast. 

                                     KEVIN
                         Next summer Uncle Sam invites us to 
                         Vietnam to kill people, become drug 
                         addicts and ship us home in a box.

                                     JACOB
                         Probably postage due.

                                     KEVIN
                         Our only hope is for McGovern to 
                         beat Nixon.  Then we'll be out by 
                         March. 

                                     DAVID
                         Think so?

                                     KEVIN
                         I guarantee it one hundred, no, one 
                         thousand percent.

               Meghan's 'Cuda approaches.  

                                     MEGHAN
                         Hick town boys loose your shoes?  
                         Or are they taboo here at "Green 
                         Acres?"

                                     KEVIN
                         Our poor, tired dawgs could use a 
                         rest.  Going our way?

                                     MEGHAN
                         Where you headed?

                                     KEVIN
                         Wherever you're going.

                                     MEGHAN
                         To the store, then home, uh, my 
                         uncle's house.  He needed prune 
                         juice real quick.

                                     KEVIN
                         Tell your uncle I hope everything 
                         comes out in the end.

                                     DAVID
                         In the end.  Oh man that's wild.  
                         You are a riot, seriously. 

               Meghan parks the car and enters the liquor store.

                                     JACOB
                         That was an asshole statement.

                                     KEVIN
                         Exactly.

                                     JACOB
                         Don't act like a hayseed around a 
                         sharp girl like that.

                                     KEVIN
                         What the hell do you know about 
                         her?  She just showed up yesterday.

                                     JACOB
                         Known her all my life.  Finally 
                         getting around to meeting her.

               Meghan exits the liquor store with a bottle of prune juice.  
               She gets in her car, gives the boys the playful flip of her 
               hair like she did when they first met the day before.

                                     MEGHAN
                         I'll be back.  You can show me 
                         around. 

               She pulls out of the parking spot and drives away. 


               EXT. COFFEE SHOP -- MOMENTS LATER

               Louise, Roxie and Jane have their noses pressed to the 
               window staring as Meghan drives by, their exhaling fogs the 
               window.  


               EXT. DOWNTOWN MAKERSVILLE -- CONTINUOUS

               Jacob, Kevin and David continue their walk through town.

                                     KEVIN
                         I'm no Mopar man, but that's one 
                         sweet ride.  Love to go 
                         title-to-title with her in the 
                         quarter mile.

                                     JACOB
                         Your old man's giving your car back?

                                     KEVIN
                         After three months.  You believe 
                         it?  For putting Tobasco Sauce in 
                         his toupee.  Ugly ass rug anyway. 

                                     DAVID
                         Ugly ass is right, man.  Looks like 
                         a weasel sitting on his head.  

                                     KEVIN
                         Couldn't be a weasel.  None of your 
                         family has ever been to my house.

                                     DAVID
                         I have. 

                                     KEVIN
                         Please, don't remind me while I'm 
                         still alive.  

               Kevin spots a car with a bumper sticker: "Nixon Now." 

               Kevin pulls a jackknife from his pocket.  He cuts the "w" 
               off the sticker so it reads "Nixon No."

                                     JACOB
                         I think you hit every car in town.

                                     KEVIN
                         Hope so.  Dude, when are you going 
                         to get a set of wheels?

                                     JACOB
                         Gas and insurance eat more moola 
                         than I can scratch up.

                                     KEVIN
                         If you didn't blow your dough on 
                         albums and instruments, you could 
                         pay my insurance, your insurance and 
                         buy enough gas to fill a fart 
                         factory.

                                     JACOB
                         Miles Davis, John Coltrane,

                                     KEVIN
                         Oh no.

                                     JACOB
                         Carlos Santana, John McLaughlin.  
                         Those guys don't just make albums,

                                     KEVIN
                         Here we go. 

                                     JACOB
                         they produce spiritual guidance.

                                     KEVIN
                         I had to open this can of worms. 

                                     JACOB
                         My instruments aren't just 
                         instruments, they're the

                                     JACOB & KEVIN
                         tools of my trade.

                                     JACOB
                         Music is who I am.  I feel it.  I 
                         hear it.  I see music.  I have to 
                         C-sharp before I can B-sharp.

                                     DAVID
                         C-sharp.  B-sharp.  I get it. 
                         That's funny, man.

                                     KEVIN
                         No, what's funny is your mama 
                         imitating a shop vac on my wing-wang.

                                     JACOB
                         Your mother's into microbiology?

                                     KEVIN
                         Pure jealousy.  While you're 
                         playing with your tools, I'll be in 
                         the city, picking up chicks with my 
                         427 manly cubic inches of bad-ass 
                         Chevy power.

                                     JACOB
                         Hell, that bad-ass Chevy will meet 
                         a bad-ass tree before summer is 
                         over.  

               Meghan pulls up in front of the coffee shop.  Louise, Roxie 
               and Jane jump up to stare out the window.

                                     MEGHAN
                         Boys, show me the hot fishing 
                         spots.  Someplace where the fish are 
                         bigger than Volkswagens.

               Jacob runs to the car and jumps into the passenger seat.  
               David and Kevin squeeze behind him into the back seat.


               EXT. COFFEE SHOP -- CONTINUOUS

               Louise, Roxie and Jane have their noses pressed to the 
               window as Meghan drives away.


               INT. COFFEE SHOP -- CONTINUOUS

               The three ladies continue staring.  A copy of the local 
               newspaper "The Makersville Journal," scissors and glue are 
               among the regular items cluttering the table.  

               The ladies plunk down in their seats.

                                     JANE
                         Who is that trollop?

               Louise pounds on the scrapbook.

                                     LOUISE
                         By the company she keeps, it won't 
                         be long before she's in the book. 

                                     ROXIE
                         Help us, Jesus.

                                     JANE
                         Better get back to it.

                                     LOUISE
                         Yes, duty calls. 

               Jane leafs through the paper, something grabs her interest.

                                     JANE
                         This one looks promising.

               She cuts out an article hidden from our view.

                                     LOUISE
                         Less than nine?

                                     JANE
                         Looks like.

                                     ROXIE
                         Mercy. 

               Jane flips through the scrapbook, stopping half-way 
               through.  Jane glues the clipping in place under a article 
               already on the page and nods her head in a gingerly, 
               definitive "yes."  

                                     ROXIE (CONT'D)
                         Haaaaah!


               EXT. THE POINT -- AFTERNOON

               Meghan and the boys fly up in Meghan's 'Cuda. 

                                     KEVIN
                         Where the hell did you learn to 
                         bang through the gears like that?

                                     MEGHAN
                         Always drove with a clutch; gives 
                         me more control.  Hate those damn 
                         automatics, anyway.

                                     JACOB
                         This is "The Point."

                                     MEGHAN
                         The who?

                                     JACOB
                         If it were The Who, we'd be on the 
                         Magic Bus.

                                     MEGHAN
                         Sad when hick town boys attempt 
                         humor.

                                     KEVIN
                         This road to the freeway, is called 
                         "The Point."  For me, it points the 
                         way outta here forever.

                                     JACOB
                         That's it for this end of town.  
                         Turn around for the other side.  
                         Take about 18 seconds to get there.

                                     MEGHAN
                         Probably less. 

               Meghan downshifts and punches the accelerator, the car 
               spins around in a donut.  The car speeds away from The Point.

                                     JACOB
                         I forgot we're riding with Megarito 
                         Andretti.


               EXT. DEPOT BALLROOM -- AFTERNOON

               Meghan's car approaches an old train station.  She stops 
               next to a portable marquee sign:  "BOOK YOUR SPECAL PARTY 
               EARLY / BINGO WEDNESDAY 7PM"


               INT. MEGHAN'S 'CUDA -- CONTINUOUS

                                     DAVID
                              (Turns his head from 
                              side-to-side 
                              emulating stereo 
                              sound from 
                              left-to-right)
                         Number nine.  Number nine.  Number 
                         nine.  Turn me on dead man.  Turn me 
                         on dead man.

                                     KEVIN
                         Instead of playing the White Album 
                         backwards, try something new.  Play 
                         Black Sabbath sideways, up your ass.

                                     JACOB
                         The Dep Ball, Depot Ballroom.

                                     MEGHAN
                         Great place for a SPEC-al party.

                                     DAVID
                         SPEC-al.  Whoa, man I think 
                         somebody seriously messed up the 
                         spelling.

                                     KEVIN
                         My God, you're brilliant.  Did you 
                         come up with that all on your own?

                                     JACOB
                         This is the hot spot for hooting 
                         and hollering, bra-snapping and 
                         crotch-grabbing.  All this depravity 
                         and more tonight on "Peyton Place."

                                     MEGHAN
                         A splendid time is guaranteed for 
                         all.  Thanks for the nickel tour, 
                         boys.  You owe me four cents change.  
                         There's nothing here and very little 
                         of it.

                                     DAVID
                         It's not so bad.  Nobody can say 
                         Makersville doesn't keep up with the 
                         times.  We even have seven pay 
                         phones.

                                     MEGHAN
                         You don't mean it.

                                     KEVIN
                         Ain't no seven pay phones.

                                     DAVID
                         Count them jack-off.  One at the 
                         high school.  The bars another 
                         one-two-three.  The gas stations, 
                         two more.

                                     KEVIN
                         That's only six.

                                     DAVID
                         Oh yeah.  Six.  But they all work.

                                     MEGHAN
                         Fantastic.  100 percent success 
                         ratio.  Can't get better than that.

                                     JACOB
                         I don't know you people.

               Meghan pulls away and Jacob points off to his right.

                                     JACOB (CONT'D)
                         Now for something you'll really 
                         like.


               EXT. HOG FARM -- MOMENTS LATER

               Pigs wallow in the mud.  Meghan's 'Cuda enters the scene.


               INT. MEGHAN'S 'CUDA -- CONTINUOUS

                                     MEGHAN
                         Putrid.

                                     JACOB
                         Making bacon is the smell of money.

               Meghan turns the car around, squealing away back toward 
               town. 

                                     MEGHAN
                         That'd gag a maggot on a gut wagon.

               Near the Depot Ballroom she slows down.

                                     MEGHAN (CONT'D)
                         How can anybody live around that?

                                     JACOB
                         You get used to it.  Kind of.

                                     DAVID
                         Lot of hog farms around.  Some guys 
                         work them all their lives.

                                     MEGHAN
                         Why?  The opportunities for career 
                         advancement?  How do you work your 
                         way up to head shit shoveler? 

                                     KEVIN
                         Don't know.  Don't care.  When I 
                         graduate, I'll get state certified 
                         and be a mechanic anywhere but here.

                                     DAVID
                         I'm staying.  Join the National 
                         Guard,  so I don't get shipped off 
                         to 'Nam.

                                     KEVIN
                         President McGovern will have us out 
                         of there before we graduate. 

                                     DAVID
                         Ain't trusting my life to any damn 
                         politician.  Joining the Guard 
                         anyway.

                                     KEVIN
                         Look out.  A mighty weekend 
                         warrior. 

                                     DAVID
                         Get a job over at the glass factory.

                                     KEVIN
                         That place is for losers, man. 

                                     DAVID
                         My uncle's been there 26 years.

                                     KEVIN
                         There you go.

                                     DAVID
                         Just made assistant night shift 
                         foreman.  He'll get me in.

                                     KEVIN
                         What'd you ever do to him? 

                                     DAVID
                         Can't beat the pay.  After a year, 
                         close to three bucks an hour.  With 
                         overtime, you really rake it in. 

                                     MEGHAN
                         And you Mr. Jacob Jones?

                                     KEVIN
                         You mean Mr. Music.  Soon to be the 
                         hottest axe man in the Motor City. 

                                     JACOB
                         Knock it off.  

                                     DAVID
                         Play guitars for the stars

               Jacob looks out at the passing scenery.

                                     MEGHAN
                         JJ, I believe you're embarrassed.

                                     KEVIN
                              (Howard Cosell voice)
                         Look at this, sports fans, the king 
                         of the Motown Sound is turning red.

                                     MEGHAN
                         Motown?

                                     DAVID
                         His dream.

                                     KEVIN
                         Make records with the Four Tops and 
                         Marvin Gaye.  Mr. Jacob Jones, 
                         guitar player supreme for the 
                         Supremes.  

                                     MEGHAN
                         You any good?

                                     DAVID
                         He plays "Layla" just like the 
                         record, only better.  And "Cloud 
                         Nine," outta sight.  Wah, wah, wawa 
                         wah, wawa wah.

                                     MEGHAN
                         You should audition.

               Jacob takes a big swig out of his bottle of soda pop. 

                                     MEGHAN (CONT'D)
                         I know somebody who can get you one.

               Jacob instantly chokes and spits out his mouthful of soda.

                                     JACOB
                         One what?

                                     MEGHAN
                         Audition.

                                     JACOB
                         Excuse me? 

                                     MEGHAN
                         This time, slowly in English.  I 
                         can get you an audition at Motown.  
                         Hitsville USA.

                                     JACOB
                         Very funny.  What do you know about 
                         Hitsville?

                                     MEGHAN
                         My father's secretary's sister 
                         works there.

                                     JACOB
                         Your father's

                                     MEGHAN
                         Secretary's sister.  Motown Millie.  
                         Just gave me the latest Rare Earth 
                         album on eight track.  She's cool.  
                         And she's connected.

                                     JACOB
                         Really?  She know Smokey Robinson?

                                     MEGHAN
                         Yup.

                                     JACOB
                         Norman Whitfield?

                                     MEGHAN
                         Yup.

                                     JACOB
                         Berry Gordy?

                                     MEGHAN
                         Knows everybody.  Want to meet her?

                                     JACOB
                         Right now?

                                     MEGHAN
                         Probably not.

                                     JACOB
                         Later this afternoon? 

                                     MEGHAN
                         Probably not.

                                     JACOB
                         Tonight? 

                                     MEGHAN
                         Definitely not.  I'll call my dad's 
                         office in the morning and ask his 
                         secretary to work it out for you.

               Jacob lays his head on the seat back, a big grin on his 
               face.


               EXT. A STREET CORNER -- MOMENTS LATER

               Joey and Danny stand near the stop sign.  Meghan's car 
               approaches and halts, waiting for traffic to clear.

                                     JOEY
                         Hey baby doll.  The three of them 
                         put together ain't half the man I 
                         am.  Call me when you're ready for 
                         some real action.

               Traffic clears.  Meghan makes a right turn. 


               INT. MEGHAN'S 'CUDA -- CONTINUOUS

                                     MEGHAN
                         Who is that?

                                     JACOB
                         "What is that" is the real question.

                                     KEVIN
                         He's a psycho.

                                     DAVID
                         Very dangerous.

                                     MEGHAN
                         Danger can be fun sometimes. 


               EXT. COFFEE SHOP -- MOMENTS LATER

               The boys get out of Meghan's car.  Louise, Roxie and Jane 
               are glued to the window.

                                     MEGHAN
                         See you boys later.

                                     JACOB
                         You'll call for sure? 

                                     MEGHAN
                         No problem.  Then I'm running 
                         errands with my uncle.  See you when 
                         I get back.

                                     JACOB
                         How about I go with you?  I run 
                         good errands.

                                     MEGHAN
                         You don't want to go with my uncle.  
                         Go home, practice.  Do me one favor.

                                     JACOB
                         Anything.

                                     MEGHAN
                         Remember who I am after you're 
                         famous. 


               INT. JACOB'S BEDROOM -- NIGHT

               Jacob sits on his bed playing his electric guitar.  He 
               stops, falls back, his head hits the pillow as he shuts his 
               eyes.

               The room darkens as a spotlight falls upon Jacob's face.

                                     JACOB
                         I'm ready for my solo, Mr. 
                         Whitfield.

               Thunderous applause is heard as Jacob drifts off to sleep.


               INT. JACOB'S BEDROOM -- MORNING

               Jacob is awakened by an obnoxious car horn playing "Shave 
               and a Haircut."  His arms are wrapped around his guitar.

                                     KEVIN (O.S.) (O.S.)
                         Jones!  Don't sleep the summer 
                         away.  

               At his window, Jacob sees Kevin and David in Kevin's Chevy.

                                     KEVIN (CONT'D)
                         Catch up on your sleep this fall 
                         when school starts. 


               INT. KEVIN'S CHEVY -- LATER

               David is in the middle, Jacob rides shotgun.  They snack on 
               chips and soda pop.

                                     DAVID
                              (belching)
                         A-B-C-D-E-F-G-H-I-J-K-L-M-N-O-P. 

                                     KEVIN
                         Damn, boy.  All the way to P.

                                     DAVID
                         That's the furthest ever. 

                                     KEVIN
                         What you guys want to do?

                                     DAVID
                         Let's see what's happening downtown.

                                     JACOB
                         Hey!  Maybe something is going on 
                         that wasn't the first 30 times we 
                         rolled through.


               EXT. DOWNTOWN MAKERSVILLE -- MOMENTS LATER

               Kevin turns down the main drag, Jacob stoops down in his 
               seat, out of sight.  Outside viewers see Kevin and David 
               sitting close together.  Joey and Danny watch.

                                     JOEY
                         Look at the lover boys.  Ain't they 
                         sweet?  Wish I had a Polaroid, 
                         that'd look good on the front page 
                         of "The Makersville Journal."  Give 
                         each other some tongue.  Kissey, 
                         kissey.

                                     DANNY
                              (makes kissing 
                              sounds)

                                     JOEY
                         Invite us to the wedding.  You 
                         bitches make me horny watching you.

               Joey flicks his tongue like a snake. 


               INT. KEVIN'S CHEVY -- CONTINUOUS

                                     KEVIN
                         Fricken asshole sit up.

                                     JACOB
                         Sorry, man, dropped a chip.  Wanted 
                         to keep your car clean.

                                     KEVIN
                         Speaking of cleaning, the old girl 
                         is a bit sluggish.  Gotta blow the 
                         carbon out.

               Jacob grabs the door handle. 

                                     JACOB
                         I'm out of here.

               Kevin guns the engine, the car picks up speed. 

                                     KEVIN
                         Chicken shit.  Sit back, shut up, 
                         enjoy the ride.   


               EXT. THE POINT -- MOMENTS LATER

               Kevin's Chevy gains speed as it comes closer to The Point.  


               INT. KEVIN'S CHEVY -- CONTINUOUS

                                     JACOB
                         Ease off moron. 

                                     DAVID
                         Lord, please forgive me for all 
                         I've done, all I've thought about 
                         doing, and all I will do if I live. 

               David holds tight to the dashboard, his eyes as wide as 
               saucers, the color drained from his face.  

               Jacob sits stiffly.  His hand over his eyes.  

               Kevin downshifts to a lower gear.


               EXT. THE POINT -- CONTINUOUS

               Kevin stomps hard on the accelerator, power sliding around 
               the corner, coming within inches of smashing the big tree.


               INT. KEVIN'S CHEVY -- CONTINUOUS

                                     KEVIN
                         Yee Haw!

                                     JACOB
                         Thanks for almost killing us.

                                     KEVIN
                         Quit your bitchin'.  You'd pay a 
                         lot for a thrill ride like that at 
                         the state fair.  With me, it's free.


               EXT. THE POINT PRESENT -- NIGHT

               The rain has stopped.  Jacob leans against his car smoking 
               a big cigar.  The 4x4 pickup from earlier pulls up behind 
               his car.  The engine shuts off, the driver's door opens.

                                     MEGHAN (O.S.) (O.S.)
                         I knew I'd see you again.  And it 
                         would be here.

               Out of darkness steps MEGHAN ALLEN, 51.  

                                     JACOB
                         Dr. Allen, I presume.

                                     MEGHAN
                         Taken up smoking, I see.

                                     JACOB
                         Only for special occasions.

                                     MEGHAN
                         Like return visits to Makersville?

                                     JACOB
                         Something like that. 

                                     MEGHAN
                         Smoking to celebrate your return or 
                         in spite of it?

                                     JACOB
                         Something like that. 

                                     MEGHAN
                         Cute. Fire up one of those bad boys 
                         for me.

               Jacob pulls a cigar and cutter out of his inside coat 
               pocket.  He cuts and expertly lights it, puffs it to life 
               and hands it to Meghan.

                                     MEGHAN (CONT'D)
                         Ah, always the romanticist.

               She takes a few puffs.

                                     MEGHAN (CONT'D)
                         Contraband from Cuba.  Very nice.

                                     JACOB
                         Friend of mine works Customs.  
                         Every now and then Havanas come up 
                         missing
                              (he pats his inside 
                              coat pocket)
                         and accidentally show up here.

               Jacob and Meghan smoke in complete silence.


               INT. COFFEE SHOP 1972 -- DAY

               Roxie reads the scrapbook.  Louise and Jane look outside.

                                     LOUISE
                         Is that Bill Baxter going in the 
                         bar?

               Jane looks in a slightly different direction than Louise.

                                     LOUISE (CONT'D)
                         No, dear.  Not that bar.

               Louise points toward where Jane is still looking then 
               points to the bar where she wants Jane to look.

                                     LOUISE (CONT'D)
                         That bar.

                                     JANE
                         Unbelievable.  Wonder when his 
                         clothes last saw the inside of a 
                         washer?

                                     LOUISE
                         If his wife wasn't so busy playing 
                         footsie with the president of the 
                         PTA.  I won't bring that up.  I'm 
                         not that kind of person.

                                     JANE
                         My word, look at Isabelle Sanderson.

                                     LOUISE
                         Where did she get that dress?

                                     JANE
                         Above her knees.  At her age.

                                     LOUISE
                         Disgusting. 

                                     ROXIE
                         Wonder how her knees got so bruised 
                         and scratched? 


               EXT. DOWNTOWN MAKERSVILLE -- MOMENTS LATER

               Jacob, Kevin and David come out of the liquor store, each 
               holding a bottle of soda pop.  They walk through town.

                                     KEVIN
                         Boring.

                                     JACOB
                         It's only the third day of vacation.

                                     KEVIN
                         We need to stir up some excitement.  
                         Have fun while we can.

                                     DAVID
                         I hear that, man. 

                                     KEVIN
                         Something with more kick than this 
                         pop would liven things up a bit.

                                     JACOB
                         No, man, let's not get into that.

                                     KEVIN
                         Man, the older you get the more 
                         pussified you become.  No big deal.  
                         Couple of Q.T.'s, maybe Boone's 
                         Farm.  

                                     DAVID
                         Mad Dog?

                                     KEVIN
                         What's the harm in getting pie-eyed?

                                     JACOB
                         Nothing if you're Soupy Sales.

                                     KEVIN
                         A nip of John Barleycorn ain't a 
                         bad thing.  It's not like dope.  
                         Doesn't make you go insane.  Nobody 
                         gets hurt, and it's perfectly legal. 

                                     JACOB
                         If you're 18, which applies to 
                         exactly none of us.

                                     KEVIN
                         Just shy of it.

                                     JACOB
                         I'm oldest and I'm six months away.

                                     KEVIN
                         Alright we're on the cusp of legal.  
                         A minor grey area of the law.

                                     JACOB
                         That minor grey area is enough to 
                         get us thrown in the juvey.

                                     DAVID
                         Oh man, my cousin got put in the 
                         juvey home one time.  You don't even 
                         want to hear what they do with 
                         broomsticks. 

                                     KEVIN
                         Yeah, yeah, yeah.  We're not 
                         talking about your broomstick 
                         fetish.  What you do at night is not 
                         our business.  Consider this: 
                         drinking is healthy.

                                     JACOB
                         Consider this: you don't know what 
                         the hell you're talking about. 

                                     KEVIN
                         It's proven, a bit of alcohol is 
                         good for you.  Keeps your blood 
                         pumping.  If it didn't, my old man 
                         would've croaked a long time ago.

                                     JACOB
                         If alcohol gets blood pumping, your 
                         old man could shoot his from here to 
                         Hoover Dam. 

                                     KEVIN
                         Alright smart ass, you want to 
                         argue against the bible?  Wine is on 
                         almost every page.  Nuns drink it.  
                         Monks make it.  Can't get more 
                         straight-laced than that.

                                     JACOB
                         Nuns and monks drink to keep their 
                         minds off the fact they can't get 
                         laid.

                                     KEVIN
                         Man, you're ill.

               The boys are at Kevin's car.  Kevin gets in.  David gets in 
               on the passenger side, slides over the seat toward the 
               middle.

                                     KEVIN (CONT'D)
                         No, you get in back.

               David scrambles out and climbs in the back seat.  As Jacob 
               gets in, Meghan drives by.  Jacob jumps back to the sidewalk.

                                     JACOB
                         Meghan!  Hey!  Wait up!

               Meghan makes an abrupt stop in front of the coffee shop.

                                     JACOB (CONT'D)
                         Hold on a second guys.

               Jacob runs up to Meghan's car.  They chat briefly.

                                     JACOB (CONT'D)
                         Catch you clowns later.

               He jumps in Meghan's 'Cuda and they drive off.

                                     KEVIN
                         And then there were two.

                                     DAVID
                         Huh?  

                                     KEVIN
                         The Three Musketeers are now The 
                         Dynamic Duo.

                                     DAVID
                         Batman and Robin? 

                                     KEVIN
                         Shit.  Got a feeling that broad's 
                         trouble.  Get in front.  Let's find 
                         something to do.  


               EXT. MAKERSVILLE PARK -- AFTERNOON

               Meghan sits on a picnic table bench.  Jacob is on the table 
               top with his feet on the bench.  He has his acoustic guitar.

                                     JACOB
                         Oh, man.  Don't tell me that.

                                     MEGHAN
                         Settle down.

                                     JACOB
                         A battery acid enema would be more 
                         humane.

               Jacob strums his guitar. 

                                     MEGHAN
                         I didn't know Millie was on 
                         vacation.

                                     JACOB
                         Track her down. 

                                     MEGHAN
                         Don't know where she is.   

                                     JACOB
                         She should carry a phone with her.  

                                     MEGHAN
                         What a dumb idea.  Why?

                                     JACOB
                         For extreme emergencies like this.  
                         Get a phone with a real long cord.

                                     MEGHAN
                         Take a chill pill.  Millie will get 
                         you an audition.

               Deputy Vinton cruises by slowly.  Jacob plays the opening 
               bars of "Dueling Banjos."

                                     DEPUTY VINTON
                         That table top look like a lounge 
                         chair?  Don't make me have to get 
                         out and write you a ticket for 
                         improper use of city-owned property. 

                                     MEGHAN
                         Bend over JJ, squeal like a pig. 


               EXT. THE ALLEY -- DAY

               Joey and Danny are outside the back of the liquor store.  
               Joey holds a brown grocery bag.  Kevin's Chevy pulls up. 

               Joey walks to the car and puts the bag on the front 
               floorboard.  Kevin pulls the bag to his lap and opens it.

                                     KEVIN
                         Cool.

               Kevin lifts up a bottle of Boone's Farm wine.

                                     DAVID
                         Awesome.

                                     KEVIN
                         Yes sir, yes sir.  Three bottles 
                         full.

               David grabs a bottle and holds it up to his mouth 
               pretending to guzzle down the unopened wine.

                                     JOEY
                         Hey bright boy, you wanna put it 
                         back in the bag before somebody 
                         sees?  

               David hands the bottle to Kevin who puts it back and 
               rustles around the bag looking for something else.

                                     KEVIN
                         Didn't you forget something?

                                     JOEY
                         Like what?

                                     KEVIN
                         My change, man.

                                     JOEY
                         Didn't forget.  Ain't any.

                                     KEVIN
                         I gave you a fin.

                                     JOEY
                         So?

                                     KEVIN
                         Boone's Farm is 69 cents.

                                     JOEY
                         Yeah?

                                     KEVIN
                         That's 2.07.  Change from a 
                         five-spot leaves 2.93.

                                     JOEY
                         You forgot shipping and handling.

                                     KEVIN
                         What the hell? 

               Joey points the short distance from where he stands to the 
               back door of the liquor store.

                                     JOEY
                         I had to walk all the way from 
                         there to here.  That's a $2.93 walk.  
                         If I only had to walk from there to 
                         here,

               He takes three steps closer to the store.

                                     JOEY (CONT'D)
                         That would have been two bucks, 
                         even.

               He walks to his original spot and takes three steps beyond.

                                     JOEY (CONT'D)
                         This is $3.93.  Be happy.  You 
                         saved a buck.  Shipping and handling 
                         charges get you every time.


               EXT. MAKERSVILLE PARK -- AFTERNOON

               Meghan has joined Jacob on the picnic table top.  Close by 
               THREE YOUNG CHILDREN play catch with a ball.

                                     JACOB
                         That's messed up.  What's with your 
                         parents?

                                     MEGHAN
                         My mother has obligations to Grosse 
                         Pointe society, my dad his practice.  
                         You don't become senior partner as 
                         fast as he did without sacrifices.

                                     JACOB
                         Sacrifices by you.

                                     MEGHAN
                         Moving here is probably best.  I 
                         really think I want to be a 
                         veterinarian.  Farm country will let 
                         me know for sure.  

                                     JACOB
                         If you can learn to love the smell 
                         of pig shit. 

                                     MEGHAN
                         Plus, I can check out the 
                         veterinary program at Michigan State.

                                     JACOB
                         It's good I hear.  When will you 
                         spend time with your folks? 

                                     MEGHAN
                         Couple of weekends a month, unless 
                         they have other plans.

               Meghan begins to cry very softly.

                                     MEGHAN (CONT'D)
                         Christmas and spring vacations, if 
                         they don't take a trip instead.

                                     JACOB
                         They won't take you with them?

               Meghan's crying turns into laughter.

                                     MEGHAN
                         They can barely stand to take each 
                         other.

               The ball hits Jacob in the head.  He throws it back.

                                     JACOB
                         Hey, you might knock sense in me.

               Meghan and Jacob watch the kids play.

                                     JACOB (CONT'D)
                         Ah, to be young again.

                                     MEGHAN
                         What about your parents?  They must 
                         be proud of your talent. 

                                     JACOB
                         My mom was a great pianist.  She 
                         regretted not turning pro.  My dad 
                         thinks music is a nice hobby.  Other 
                         than that it's a stupid waste of 
                         time.  Around here you work 30 years 
                         in a factory then crawl out long 
                         enough to sit down in the recliner 
                         and die.

                                     MEGHAN
                         College?

                                     JACOB
                         We're not college material.

                                     MEGHAN
                         Can't get far without a degree.

                                     JACOB
                         Music is my one shot.  I'll play 
                         sessions and shop songs I've 
                         written.  Maybe move to New York or 
                         L.A.

                                     MEGHAN
                         Playing at Hitsville would be 
                         great.  

                                     JACOB
                         Incredible.

                                     MEGHAN
                         My uncle and I are going to the 
                         Pointes to move the rest of my stuff 
                         here.  Be back Monday.

                                     JACOB
                         Amazing.  Shipped off to live with 
                         your aunt and uncle your senior year.

                                     MEGHAN
                         That's me.  A commodity to be moved 
                         from here to there.

                                     JACOB
                         Hitsville to Hicksville.

               Meghan and Jacob's hands slowly move toward each other and 
               bond together in a tight clasp.


               EXT. A COUNTRY ROAD -- AFTERNOON

               Kevin's Chevy drives toward us.

                                     KEVIN (O.S.) (O.S.)
                         Pull!

               David leans out the passenger's window.  He throws 
               something down the road in front of the car.  Kevin veers 
               toward the rolling object.  He attempts to run over it but 
               misses.

                                     KEVIN (O.S.) (O.S.) (CONT'D)
                         Shit.


               INT. KEVIN'S CHEVY -- CONTINUOUS

               A nearly empty bushel basket of potatoes sits on the seat. 

                                     DAVID
                         Oh, man that was close.

                                     KEVIN
                         Give me a double header.

               David leans out the window with two potatoes in his hand.

                                     KEVIN (CONT'D)
                         Pull!


               EXT. A COUNTRY ROAD -- CONTINUOUS

               David throws the two potatoes.  As they roll and separate, 
               Kevin smashes first one, then the other.


               INT. KEVIN'S CHEVY -- CONTINUOUS

                                     DAVID
                         Too cool!

                                     KEVIN
                         I'm the king of potato smashers.

               Kevin pulls up a bottle of Boone's Farm.  He drains the 
               remaining wine with a gulp.

                                     KEVIN (CONT'D)
                         Throw down a triple play.

               David throws three potatoes.  Meghan drives toward the 
               boys.  A potato splatters on her windshield.

                                     MEGHAN
                         Jerk, knock it off.

                                     KEVIN
                         Jerk, knock it off.  OK Princess 
                         Sunshine. 


               INT. JACOB'S BEDROOM -- AFTERNOON

               Jacob strums his electric guitar playing random chords.

                                     JACOB'S DAD (O.S.) (O.S.)
                         Phone.

               Jacob keeps playing

                                     JACOB'S DAD (O.S.) (O.S.) (CONT'D)
                         Jacob!  Telephone.

               Jacob looks toward his bedroom door.

                                     JACOB'S DAD (CONT'D)
                         Jacob!

               Jacob stops playing. 

                                     JACOB
                         What?

                                     JACOB'S DAD (O.S.) (O.S.)
                         Phone.

                                     JACOB
                         Who is it?

                                     JACOB'S DAD (O.S.) (O.S.)
                         Some girl.  Sounds like long 
                         distance.

               Jacob runs down the stairs.


               INT. JACOB'S KITCHEN -- MOMENTS LATER

               Jacob picks up the wall mounted telephone.  It has an 
               extraordinarily long chord.  Jacob sits at the table.

                                     JACOB
                         Hello?


               INT. MEGHAN'S GROSSE POINTE BEDROOM -- CONTINUOUS

               Meghan lies on her bed.

                                     MEGHAN
                         Mr. Motown, you're on. 

               INTERCUT PHONE CONVERSATION

                                     JACOB
                         You're kidding. You got me an 
                         audition?

               Jacob jumps up in excitement.

                                     MEGHAN
                         Not officially but Millie will get 
                         you in.

                                     JACOB
                         When?

                                     MEGHAN
                         Probably a couple weeks.

                                     JACOB
                         Oh.  Damn.  That's cool.  I can 
                         wait.  I can wait.  I think.

                                     MEGHAN
                         Give you a bit more time to 
                         practice.

                                     JACOB
                         An audition at Hitsville.  I am 
                         going to strike a statue of you, 
                         right in the middle of Makersville.

               Jacob begins spinning around in circles, the phone chord 
               wrapping around him like a boa constrictor coming off a six 
               month fast.

                                     MEGHAN
                         No, please.  Whatever you do, 
                         don't.  You might want to pick up a 
                         couple new outfits and maybe dust 
                         off some shoes.  Gotta look sharp. 

                                     JACOB
                         OK.

                                     MEGHAN
                         See you. 

                                     JACOB
                         Meghan, I think I love

               He is interrupted by the dial tone.

                                     JACOB (CONT'D)
                         you.  And the dial tone is hot, 
                         too.  OK.  Gotta look sharp.  Oh, 
                         Dad.

               Jacob spins around to unwrap the phone chord from his body, 
               hangs up the phone and walks out of the kitchen.

                                     JACOB (O.S.) (O.S.) (CONT'D)
                         Can I borrow the car?

                                     JACOB'S DAD (O.S.) (O.S.)
                         Where you going?

                                     JACOB (O.S.) (O.S.)
                         The mall.

                                     JACOB'S DAD (O.S.) (O.S.)
                         Don't be out late.

                                     JACOB (O.S.) (O.S.)
                         It closes early tonight.


               EXT. JACOB'S HOUSE -- MOMENTS LATER

               Jacob walks to the driveway, Kevin and David pull up.

                                     KEVIN
                         Jones, hop in.  It's "Fifty-Cent 
                         Sunday" at the drive in.

                                     DAVID
                         Steve McQueen double header.

                                     JACOB
                         Can't.  Gotta go to the mall.

                                     KEVIN
                         Mall?  Man, it's Steve McQueen.

                                     JACOB
                         Meghan says.  That is, I think I 
                         need some new clothes.

                                     KEVIN
                         The ball and chain is out of town.  
                         You're a free bird.  Live a little.

                                     JACOB
                         Can't tonight, guys.

                                     KEVIN
                         Uh, huh.  Let me know when the 
                         noose starts to choke you.  Maybe 
                         I'll throw you a knife so you can 
                         cut the twine.

               Kevin starts to pull away.

                                     KEVIN (CONT'D)
                         You're in luck, Davey boy.  It's my 
                         treat tonight.

                                     DAVID
                         That mean I don't have to ride in 
                         the trunk?


               INT. JACOB'S BEDROOM -- MORNING

               Jacob is jarred awake by the obnoxious BLOWING of the car 
               horn of Kevin's Chevy.  Jacob's bed is covered with several 
               clothing boxes.

                                     KEVIN (O.S.) (O.S.)
                         Jones.  Come out, come out wherever 
                         you are.

                                     DAVID (O.S.) (O.S.)
                         Can't hide from us, bitch. 

               Jacob runs to his bedroom window.

                                     JACOB
                         Dudes, I'm not dressed.  Come back 
                         in a half hour.

                                     KEVIN
                         Half hour?  What's that?  Two beers 
                         from now?

                                     DAVID
                         Maybe three.  Depends how big they 
                         are.

                                     KEVIN
                         Yeah, check it out, man.

                                     JACOB
                         Never mind.  Pull up a chair.  I'll 
                         be out in a few.


               EXT. JACOB'S HOUSE -- MOMENTS LATER

               Kevin and David get out of the still-running Chevy.  They 
               stagger a bit to the porch.  Kevin plops down in a chair.  

               David plunks his butt on the front of a chair, it tilts 
               forward.  He falls down as the chair crashes to the porch.

                                     KEVIN
                         Oh man, that's messed up.

                                     DAVID
                         Totally messed up.

               Jacob walks out the front door.  He wears a brand new 
               shirt, pants and socks.  He carries a Hush Puppies shoe box.  

               He sits on the steps puts the Hush Puppies on and laces 
               them.  Kevin and David, both barefoot, watch in amazement.

                                     KEVIN
                         What are you doing?

                                     JACOB
                         New shoes.  Need to break them in.

                                     KEVIN
                         Shoes?  It's summer.

                                     JACOB
                         Have an important meeting.  Got to 
                         get used to them.

                                     KEVIN
                         Important meeting?  You letting 
                         your left hand meet your right 
                         hand's playmates?  What important 
                         meeting?

                                     JACOB
                         Motown.

                                     KEVIN
                         Huh?

                                     DAVID
                         Motown?  For real?

                                     KEVIN
                         Ain't no way.

                                     JACOB
                         Yeah, way.

                                     KEVIN
                         They need a floor sweeper?

                                     JACOB
                         I have an audition.

                                     KEVIN
                         Forget it, man.  Shit like that 
                         doesn't happen, only in the movies.
                              (holds hand to face 
                              like talking on 
                              telephone)
                         Mr. Gordy, there's a punk ass, 
                         pimple face teenager from some shit 
                         bucket town nobody's heard of.

                                     JACOB
                         I don't have pimples. 

                                     KEVIN
                         He wants to play on your records.  
                         Would that be OK?

                                     JACOB
                         Knock it off.

                                     KEVIN
                         What's that?  You have several big 
                         bags of money to give pimple boy if 
                         he'll sign right now?  Fat chance, 
                         JJ.

                                     JACOB
                         Is there anything you don't cut 
                         down?

                                     KEVIN
                         Telling the truth ain't cutting 
                         down.

                                     JACOB
                         Maybe you're pissed.  Jealous that 
                         something special never happens in 
                         your pathetic life. 

                                     KEVIN
                         Fuck you.  You're pathetic.  Look 
                         at you.  New threads.  New shoes.  
                         Too big in the britches now for low 
                         lives like Davey boy and I.

                                     JACOB
                         That's not what I mean.

                                     KEVIN
                         What do you mean?  Please enlighten 
                         us poor, pathetic assholes. 

                                     JACOB
                         Guys, we'll always be what we'll 
                         always be.  We'll always be what 
                         we've always been.

                                     KEVIN
                         Refresh our memories. 

                                     JACOB
                         The Three Musketeers.  All for one,

               Jacob waits for Kevin and David to join in the Three 
               Musketeers chant with him.  They don't.

                                     JACOB (CONT'D)
                         All for one,

               Another pause and still no reply.

                                     JACOB (CONT'D)
                         And one for all.  Right?  Am I 
                         right? 

                                     KEVIN
                         If that's still the case, prove it.  
                         Come pound down some brews with us.

                                     JACOB
                         No, man.  Drinking ain't cool.

                                     KEVIN
                         Maybe you can show us shit kickers 
                         how to be cool, Mr. Motown.  That 
                         makes you better than us, right?

                                     JACOB
                         I didn't say that.

                                     KEVIN
                         Don't have to.  If you're not 
                         plucking your fricken guitar, you're 
                         fricken hanging with Miss Plucky.

                                     JACOB
                         Don't talk about Meghan like that.

                                     KEVIN
                         She has you right where she wants 
                         you: pussy-whipped and hog-tied.  
                         Never work on us sod-busters, right 
                         Davey boy?

                                     DAVID
                         Yeah.  I mean no.  I mean yeah.

                                     JACOB
                         You don't know her.

                                     KEVIN
                         Marry her.  Marry her daddy's 
                         money.  Live happily ever after.

                                     JACOB
                         That's not the subject.  It's about 
                         you guys getting sloshed all the 
                         time.

                                     DAVID
                         Not all the time.  Most of the time.

                                     KEVIN
                         Why do you care?

                                     JACOB
                         I hate seeing you mess up your 
                         lives.

                                     KEVIN
                         Gee thanks, mom. I'll keep your 
                         concern in mind until I sit down to 
                         shit it out.

                                     DAVID
                         Why can't things be the way they 
                         used to?

                                     JACOB
                         Maybe I haven't been around as much 
                         as before.  Having even a chance to 
                         play at Motown is a dream come true.

                                     KEVIN
                         Be careful of dreams.  They usually 
                         turn around and bite you in the ass.

                                     JACOB
                         After this audition things will be 
                         the same.  I promise.

                                     KEVIN
                         What's the going rate for a promise?

                                     JACOB
                         OK, not just a promise.  But a 
                         super duper quadruple suple promise.

                                     DAVID
                         This is getting serious. 

                                     KEVIN
                         Put the sacred shake on it.

               Jacob and Kevin grab hands in a traditional handshake, then 
               latch fingers, lock hands and make a circular motion then 
               slam their wrists together three times and chant in unison.

                                     JACOB & KEVIN
                         Ooga booga, chewga, chewga. 

               Jacob and David follow the same ritual.

                                     JACOB & DAVID
                         Ooga booga, chewga, chewga. 

                                     DAVID
                         Cool.

                                     JACOB
                         It's official.

                                     KEVIN
                         As kids that was official.  Now it 
                         takes more.

                                     JACOB
                         Like? 

                                     KEVIN
                         Seal it with a drink.

                                     JACOB
                         No, man.

                                     KEVIN
                         One or two ain't gonna kill you.  
                         Get in the car, wuss.

               Kevin points at his still-running Chevy in the street.

                                     KEVIN (CONT'D)
                         Shit, man.  I left the chariot 
                         running.  Crazy.  Let's go eliminate 
                         some unnecessary brain cells.


               EXT. KEVIN'S CHEVY -- LATER

               Kevin stands in the street bending into the car as he pours 
               beer into a paper cup.  He snaps on a lid and puts in a 
               straw.  


               EXT. DOWNTOWN MAKERSVILLE -- CONTINUOUS

               Kevin's Chevy is parked haphazardly with the rear passenger 
               side tire on the sidewalk, the front of the car jutting into 
               the traffic lane.  

               The boys sit on the hood.  Kevin, near the street, David in 
               the middle, Jacob at curb side.  Each boy has a beer-filled 
               cup.  Kevin and David sip on their straws, Jacob ignores his.

                                     KEVIN
                         How about hitting the drag strip 
                         tonight?  Funny car eliminations.  
                         You in JJ?

                                     JACOB
                         I kind of promised Meghan I'd take 
                         her to the Bijou.

                                     KEVIN
                         You'll go to the movies with her.

                                     DAVID
                         Isn't "Love Story" playing?

                                     JACOB
                         Uh, well.

                                     KEVIN
                         "Love Story."

                                     DAVID
                         Yeah, and "Romeo and Juliet."

                                     JACOB
                         Thanks, David.

                                     KEVIN
                         You'll see "Romeo and Juliet" with 
                         her but wouldn't watch Steve McQueen 
                         with us.  You are one sick puppy.

               Eli McGurdy drives his VW through town.  On the roof is a 
               mattress secured with a spider web of ropes.

                                     KEVIN (CONT'D)
                         Look at this dip shit.

               McGurdy is right beside the boys as he continues driving by.

                                     KEVIN (CONT'D)
                         Hey McGurdy.  What's that?  A crash 
                         pad in case your bug takes another 
                         dive off the roof?

               Jacob ducks down behind the Chevy.

                                     JACOB (O.S.) (O.S.)
                         Shut up, man.

                                     MCGURDY
                         I'll remember that in September, 
                         Mr. Wilson.

                                     KEVIN
                         The beginning of summer and I've 
                         got detention lined up.  Damn I'm 
                         good.

               Joey and Danny walk up.  Jacob remains scrunched down 
               behind Kevin's Chevy.

                                     JOEY
                         Jakey, looking for something?  
                         What'd you lose?  Your virginity?  
                         Kevie?  Davey?  Which one of you 
                         bitches deflowered him?

                                     DANNY
                         Yeah, which one?

               Jacob stands up. 

                                     JOEY
                         Be good girls, help Jakey find his 
                         lost cherry.

                                     JACOB
                         So you can lick it?

                                     JOEY
                         Lick it.  Not bad. 

                                     KEVIN
                         You gonna have problems with our 
                         order?

                                     JOEY
                         If I wanted problems I'd create 
                         them for somebody else.  Why do you 
                         want all that beverage?

                                     KEVIN
                         A few other guys want a taste.

                                     JOEY
                         I see.  You're middlemen.  That's 
                         alright.  Anybody gets busted, they 
                         can't pin it on me.

                                     JACOB
                         You shouldn't buy for these guys.  

               Joey uses his index finger to jab Jacob's chest.

                                     JOEY
                         Keep your nose on your ugly face, 
                         not up their asses.

                                     JACOB
                         Not even noon and they're buzzed.

                                     JOEY
                         I didn't make the drinking age 18.  
                         I'm participating in the free market 
                         system.  Capitalism.  The American 
                         way.  I'm a true red, white and blue 
                         businessman.

                                     JACOB
                         I've never heard such bullshit in 
                         my life.  You should go into 
                         politics.

                                     JOEY
                         Mayor Kinchloe.  Governor, Senator, 
                         President Kinchloe.  That's nice.  
                         You think straight sometimes, kid.

               Joey and Danny walk away.  

                                     JOEY (CONT'D)
                              (hums "Hail to the 
                              Chief")
                         Excellent.
                              (to Danny)
                         Join me, Mr. Vice President.

                                     JOEY & DANNY
                              (both hum)

                                     JACOB
                         How do I resign my citizenship?


               EXT. DOWNTOWN MAKERSVILLE -- LATER

               Kevin and David are in the front seat of the Chevy, 
               snoring.  Jacob is on the hood.  Meghan drives up and stops.

                                     MEGHAN
                         You clean up nice.  New clothes, 
                         spiffy new kicks.

                                     JACOB
                         Hush Puppies.

               Jacob walks over to Meghan's 'Cuda.  It is full.

                                     JACOB (CONT'D)
                         Need a hand moving your stuff?

                                     MEGHAN
                         You want to come to my uncle's 
                         house?

               He looks over at his sleeping friends.  Both of them conked 
               out, their mouths wide open, drool running down their faces. 

                                     JACOB
                         These guys are out for the 
                         afternoon.  They'll be fine long as 
                         nobody lights a match around them.

               Jacob runs around to the passenger side of the car.  He 
               opens the door and struggles to lift a big box sitting on 
               the seat.

                                     JACOB (CONT'D)
                         Holy led balloon, Batgirl.  What's 
                         this all about?

                                     MEGHAN
                         Equestrian trophies.

                                     JACOB
                         You have a horse?

                                     MEGHAN
                         Three.  One for mama, one for papa, 
                         and one for the wild child daughter.

               Jacob gets in and puts the box on his lap.  Meghan drives.


               INT. MEGHAN'S 'CUDA -- CONTINUOUS

                                     JACOB
                         Been riding long?

                                     MEGHAN
                         Before I could walk.

                                     JACOB
                         You won all these?

                                     MEGHAN
                         Sugarplum, that's my horse, and I 
                         won them.  When we're together we 
                         become one.  Been around horses?  

                                     JACOB
                         Not really. 

                                     MEGHAN
                         Like big puppy dogs.  Unconditional 
                         love.  Sugarplum is my best friend.

                                     JACOB
                         How'd you learn to ride like that?

                                     MEGHAN
                         Had a trainer.  As your friends 
                         would say, it's a rich bitch thing 
                         to do. 

                                     JACOB
                         There's always something new and 
                         fascinating to learn about you.

                                     MEGHAN
                         The lessons are about to get really 
                         fascinating.


               EXT. ELI MCGURDY'S HOUSE -- MOMENTS LATER

               Meghan pull in front of McGurdy's house.  McGurdy's VW 
               still has the mattress on top.  Meghan drives past McGurdy's 
               house.

                                     JACOB
                         I thought you were going to 
                         McGurdy's

               Meghan stops the car in the middle of the street and backs 
               up the steep hill of McGurdy's driveway.

                                     JACOB (CONT'D)
                         House.

                                     MEGHAN
                         Fasten your seat belts, boys and 
                         girls, we're in for a bumpy ride.

                                     JACOB
                         Your uncle

                                     MEGHAN
                         Is Eli, Principal McGurdy, sir.

                                     JACOB
                         You watched us pull his Volkswagen 
                         on top of the school.

                                     MEGHAN
                         It was mildly amusing.

                                     JACOB
                         You said nothing.  

                                     MEGHAN
                         Didn't hurt his bug.  If the roof 
                         was that bad, they needed a new one.

                                     JACOB
                         You don't like your uncle?

                                     MEGHAN
                         I love him.  He's always there for 
                         me.  Uncle Eli's the person my super 
                         lawyer father wishes he could be and 
                         my busybody mother doesn't 
                         understand how to be.

                                     JACOB
                         This is getting heavy.

                                     MEGHAN
                         A bit preachy, even.

               McGurdy comes out of the house and unties the ropes 
               securing the mattress to the VW.  Meghan and Jacob walk up 
               the drive.

                                     MCGURDY
                         Mr. Jones.  Did I see you downtown 
                         with that Kevin Wilson?

                                     JACOB
                         I don't think so.  I didn't see you 
                         anyway, sir.  Let me give you a hand.

               Jacob walks around so McGurdy can see him.

                                     MCGURDY
                         Those Hush Puppies?

               Jacob starts to help unwind the labyrinth of ropes.

                                     JACOB
                         Yes, sir.

                                     MCGURDY
                         Well made.  Solid, excellent choice.

               McGurdy grabs the mattress.

                                     JACOB
                         Let me help you, sir.

                                     MCGURDY
                         I'm fine.

               McGurdy lifts the mattress in one big effort.  The momentum 
               causes him to fall back in a hedgerow.  The mattress lands 
               on top of him as he continues to sink further into the 
               bushes.

                                     MCGURDY (O.S.) (O.S.) (CONT'D)
                         Maybe you can give me a hand.

               Jacob grabs McGurdy's hand, tugging on it to lift him from 
               the bushes.  McGurdy stands and brushes himself off.

                                     MCGURDY (CONT'D)
                         You're still washing walls and 
                         scraping gum.  Got it?


               INT. JACOB'S KITCHEN -- EVENING

               Jacob is on the phone sitting at the kitchen table.  He 
               continuously twirls the chord around his finger.

                                     JACOB
                         You and Principal McGurdy, related.  
                         Surreal.


               INT. MEGHAN'S MAKERSVILLE BEDROOM -- CONTINUOUS

               Meghan sits of the floor painting her toenails, the phone 
               scrunched up to her ear by her right shoulder.


               INTERCUT PHONE CONVERSATION

                                     MEGHAN
                         We all live within walking distance 
                         of surrealistic dreams or 
                         nightmares.  Depends which direction 
                         you turn when you leave your house 
                         each day.

                                     JACOB
                         Which way do I turn tomorrow?

                                     MEGHAN
                         Walk straight out.  You'll be fine.

                                     JACOB
                         I owe you big time.

                                     MEGHAN
                         Just go knock them dead.  And bring 
                         extra clothes, we might have to stay 
                         the night.  Good night.

                                     JACOB
                         Meghan, I

               We hear the dial tone.

                                     JACOB (CONT'D)
                         love you.


               INT. JACOB'S BEDROOM -- EVENING

               Jacob has his electric guitar.  He reaches over and hits 
               "play" on one of the reel-to-reel tape machines.  We hear 
               drums and keyboards.  He stops the tape, rewinds to the 
               start.

                                     JACOB
                              (as Elvis Presley)
                         Thank-you very much.  Here's a 
                         ditty I wrote: "Meghan on My Mind."

               Jacob hits "record" on the second tape machine then hits 
               "play" on the first machine.  Jacob plays along on his 
               guitar.  We hear that Jacob isn't just good, he is a superb 
               musician.

                                     JACOB (CONT'D)
                              (singing)
                         When I wake up in the morning            
                         Who do I wish to see?  It's Meghan.  
                         Meghan.  Most certainly.  More 
                         lyrics to come.  Blah, blah, blah.  
                         Moon, spoon, June.  La de da de da.  


               EXT. REAR OF MAKERSVILLE HIGH SCHOOL -- CONTINUOUS

               Jacob's song continues.  Meghan smokes a cigarette.  
               Kevin's Chevy drives by then backs up, driving onto the 
               lawn. 

                                     KEVIN
                         Hey hon, what's happening? 

                                     MEGHAN
                         My name's not Attila.

                                     KEVIN
                         What's that?

               Meghan walks up close to the car on Kevin's side.

                                     MEGHAN
                         You called me "hon."  Do I look 
                         like a Fifth Century Barbarian?

                                     KEVIN
                         Excuse me,

                                     MEGHAN
                         I should hope

                                     KEVIN
                         Your royal highness.

                                     MEGHAN
                         Royal highness.  OK.

               Meghan takes a deep drag from her cigarette.

                                     KEVIN
                         Ever heard that nasty habit will 
                         kill you?

                                     MEGHAN
                         Death usually takes longer with my 
                         habit than yours.

                                     KEVIN
                         Meaning what?

                                     MEGHAN
                         I smell the booze from here.

                                     KEVIN
                              (to David)
                         You believe this shit?
                              (back to Meghan)
                         Who the hell asked your damn 
                         opinion?

                                     MEGHAN
                         It's your life.

                                     KEVIN
                         Finally precious preppie girl gets 
                         it right. 

                                     MEGHAN
                         You're an asshole when you drink. 

                                     KEVIN
                         Drinking has nothing to do with 
                         anything.  What about you?  Getting 
                         Jacob all riled up about playing at 
                         Motown.  Ain't never gonna happen.

                                     MEGHAN
                         You're the expert?

                                     KEVIN
                         Go back to Grosse Pointe and leave 
                         us the hell alone.  Everything was 
                         fine until you came along.

               Kevin backs his car up toward the road.

                                     MEGHAN
                         You know something?  You're right.

                                     KEVIN
                         Never been wrong yet.

                                     MEGHAN
                         Drinking has nothing to do with you 
                         being an asshole. 

               Kevin's car roars away.  Meghan walks to the front of the 
               school.


               EXT. SIDE OF MAKERSVILLE HIGH SCHOOL -- MOMENTS LATER

               Joey sits on the steps to the side entrance, puffing on a 
               joint.  Meghan does not see him.  Jacob's music fades out.

                                     JOEY
                         Hey sugar plum.

                                     MEGHAN
                         Don't sneak up on me like that.

                                     JOEY
                         I'm sitting.  You're sneaking.

                                     MEGHAN
                         Why do you smoke that?

                                     JOEY
                         We all have vices sweet pea.  Those 
                         dudes who just left like the taste 
                         of grain.  Your drug is nicotine.

                                     MEGHAN
                         I'm gonna quit.

                                     JOEY
                         Uh, huh.  This shit makes me numb.  
                         I like numb.

                                     MEGHAN
                         Don't waste your life.

                                     JOEY
                         Too late.  The war did that.

                                     MEGHAN
                         Vietnam?

                                     JOEY
                         Charlie Company.  We lost a bunch 
                         of guys.  Snipers and land mines.  
                         The Viet Cong were brutal.  Couldn't 
                         fight what we couldn't see.  Word 
                         came the VC were hiding in this 
                         village.  We were pumped, primed and 
                         ready to kick some ass.  That's how 
                         us cowboys went locked and loaded 
                         into My Lai. 

                                     MEGHAN
                         Oh my.

               Various photos of the victims of My Lai flash on the screen.

                                     JOEY
                         Kids and women shot.  An old man 
                         thrown down a well, grenade lobbed 
                         in after him.  People lined up face 
                         down and machine gunned.  The enemy 
                         wasn't even there.  Just 500 dead 
                         civilians.  Most of us didn't take 
                         part.  So what?  We were there.  We 
                         were the monster.  Life.  Death.  
                         It's all the same to me now.


               INT. JACOB'S BEDROOM -- CONTINUOUS

               Jacob finishes his song.  He stops the machine recording 
               the song and puts it into rewind mode.

                                     JACOB
                         That's Jacob Jones with another 
                         certified smash hit.

               The tape whips around as the tape hub keeps spinning. 


               EXT. JACOB'S HOUSE -- MORNING

               Meghan is parked out front.  Jacob runs up carrying his 
               guitar and a grocery bag.  The guitar is put on the back 
               seat, the bag on the floorboard.

                                     MEGHAN
                         What's in the bag?

                                     JACOB
                         Clothes.

                                     MEGHAN
                         Nice suitcase.  Gucci recyclable?

                                     JACOB
                         Here's something for you.

               Jacob pulls roses from the bag and hands them to Meghan.

                                     MEGHAN
                         That's sweet.

                                     JACOB
                         Got a dozen for Millie, too.

                                     MEGHAN
                         Stay up all night reading Miss 
                         Manners?

               Jacob pulls out the tape with his song and hands it to 
               Meghan.

                                     JACOB
                         I wrote a song for you.  The lyrics 
                         aren't done, but you'll get the idea.

                                     MEGHAN
                         Won't play in my eight track.  
                         Millie can hook us up with a 
                         machine. 

               Meghan puts the tape in the glove box, the roses on the 
               back floorboard, then opens a bag of carrots she had on the 
               floor.

                                     MEGHAN (CONT'D)
                         Want one?  Healthier than the junk 
                         you constantly shove in your beak.

               He takes one, they crunch in unison.  Meghan puts a couple 
               of carrots in each of the front pockets of her jeans.

                                     JACOB
                         Why'd you put them in your pocket?

                                     MEGHAN
                         Might need them later.  Besides, a 
                         girl is allowed to have a little fun 
                         while she drives, isn't she?

               Jacob rolls his eyes, shakes his head and smiles. 


               EXT. THE POINT -- DAY

               Meghan's 'Cuda approaches from the distance and passes by. 


               EXT. THE FREEWAY -- MOMENTS LATER

               Meghan's car zooms by a freshly painted roadside billboard: 
               THANK-YOU FOR VISITING MAKERSVILLE.  A FRIENDLY PLACE TO 
               LIVE AND LEARN.  HOME OF THE 1971 BOYS BASKETBALL STATE 
               CHAMPIONS!


               EXT. FREEWAY SIGN -- MOMENTS LATER

               Sign reads: Detroit 99 Miles.  The 'Cuda passes by.


               EXT. DETROIT METRO AIRPORT -- DAY

               A jet flies over the freeway in front of Meghan and Jacob.


               EXT. THE GIANT TIRE -- DAY

               Meghan and Jacob approach the giant landmark, that was 
               originally a ferris wheel at the 1964 World's Fair.  It now 
               sits alongside I-94.  Meghan pulls off the freeway beside 
               the tire.  

               A 35mm CAMERA CLICKS off pictures.  Various shots show 
               Meghan and Jacob in front of the tire.

               Jacob climbs the tire until he reaches the top.


               EXT. MEGHAN'S 'CUDA -- CONTINUOUS

               Meghan and Jacob talk and laugh.  Shot is in the background.

               BEGIN MONTAGE OF DETROIT LANDMARKS

               Several color-faded 1972-era photographs fade in and out.


               EXT. TIGER STADIUM -- DAY


               EXT. OLYMPIA STADIUM -- DAY


               EXT. J.L. HUDSON'S BUILDING -- DAY


               EXT. FORD WORLD HEADQUARTERS -- DAY


               EXT. CHRYSLER WORLD HEADQUARTERS -- DAY


               EXT. AMERICAN MOTORS WORLD HEADQUARTERS -- DAY


               EXT. GENERAL MOTORS WORLD HEADQUARTERS -- DAY

               END MONTAGE


               EXT. HITSVILLE USA -- AFTERNOON

               Several people are on the front lawn.  TWO YOUNG MEN play 
               Frisbee, TWO YOUNG GIRLS jump rope.  A MALE and FEMALE 
               couple on a blanket share some laughs.

               Sitting on a bench on the front lawn are two dapper, 
               courtly gentlemen, GUS and MEL both about age 60.

               Meghan's car enters opposite Hitsville.  She does a sharp 
               U-turn and stomps down the accelerator to power slide to a 
               perfect curbside stop.  

                                     GUS
                         Man, that girl's crazy.

               Jacob jumps out and runs half-way up the walk then makes a 
               quick pivot back to the car.  He picks up roses.  He runs to 
               the building, drops and kisses the first step. 

                                     MEL
                         He ain't exactly all there either.

               Meghan joins Jacob.  They cross the front porch to the 
               entrance.  Jacob opens the door.


               INT. HITSVILLE USA -- MOMENTS LATER

               Meghan and Jacob are inside the reception area.  A 
               RECEPTIONIST rapidly types on an electric typewriter.  

               Jacob walks around the entire room.  The typing stops.  

               Jacob stands still, his head looks up and down, back and 
               forth like a bobblehead on a pogo stick.

                                     RECEPTIONIST
                         Your head will come unscrewed. 
                         Ain't having a mess like that on my 
                         floor.

                                     JACOB
                         Millie?  That you Millie?

               He runs to the desk, kisses the receptionist's hand.  
               Noticing a vase on her desk with a couple of carnations, he 
               rips the wrapping off the roses, placing them in the water.

                                     JACOB (CONT'D)
                         Rose for a rose.  Get you coffee?  
                         A sandwich?  Wash your car?  Neck 
                         massage?  Rub your feet?  

                                     MEGHAN
                         Jacob, this is not Millie.

                                     RECEPTIONIST
                         Hush, girl.  Let me be Millie for a 
                         few minutes more.

                                     MILLIE (O.S.) (O.S.)
                         Somebody mention my name?

               MOTOWN MILLIE, walks in the room.

                                     MILLIE (CONT'D)
                         Meghan, some sugar.  A Grosse 
                         Pointe air smooch.

               Meghan and Millie hug and in greatly exaggerated movements, 
               kiss the air on alternating sides of each others necks.  

               Jacob grabs the roses out of the vase and hands them to 
               Millie, water pours all over the floor.

                                     JACOB
                         Here.  Flowers. 

                                     MILLIE
                         So I see.  This must be Jacob.

                                     JACOB
                         I am?

                                     MEGHAN
                         You are.

                                     JACOB
                         OK.

                                     MILLIE
                         Meghan says you play a mean guitar.

                                     JACOB
                         I do?

                                     MEGHAN
                         You do.

                                     JACOB
                         OK.

                                     MILLIE
                         So, you'd like an audition?

                                     JACOB
                         I would?

                                     MEGHAN
                         You would.

                                     JACOB
                         OK.

                                     MILLIE
                         I don't believe I've ever met 
                         anyone with such a command of the 
                         English language.  Let me show you 
                         around. 

               They walk down the hall.  A young man wearing sunglasses 
               runs toward them.  He carries scissors and half a necktie.  
               He bumps into Jacob.  It is STEVIE WONDER.

                                     STEVIE
                         Sorry, man.  Didn't see you.

                                     MAN (O.S.) (O.S.)
                         Bring the rest of my tie back here. 

                                     MILLIE
                         Cutting neckties again, Stevie?

                                     JACOB
                         Stevie?  That's Stevie Wonder.


               INT. CONTROL ROOM -- MOMENTS LATER

               The three walk to the control room door.  Millie looks 
               through the window, then opens the door.  TWO ASSISTANTS are 
               around record producer NORMAN WHITFIELD.

                                     NORMAN
                         Millie!  What's happening, babe?

                                     MILLIE
                         Same ol' same ol'.  Norman, I have 
                         a young man here who wants to 
                         audition.

                                     NORMAN
                         Uh, huh.

                                     MILLIE
                         Plays guitars, horns, keyboards, 
                         drums.  You name it, you got it with 
                         this kid.

                                     NORMAN
                         Dig that.  I don't do auditions.  
                         As a friend of Millie's, I'll check 
                         my calendar.  What's your name, man?

                                     JACOB
                         Uh, um.

                                     MEGHAN
                         Jacob.

                                     JACOB
                         Jacob. 

                                     NORMAN
                         Slide by tomorrow afternoon around 
                         12:30, Jacob.  We should be about 
                         wrapping up this session then.

                                     ASSISTANT ONE
                         Oh, man.

                                     NORMAN
                         Hey, nothing wrong with perfection.  
                         No promises, I'll try to give you a 
                         listen tomorrow.

                                     JACOB
                         Wow!  Golly, swell!

                                     NORMAN
                         Wow?  Golly?  Swell?  Millie, 
                         what'd you do, kidnap Beaver 
                         Cleaver?  Back to work.  Roll it 
                         from the top.

               Assistant Two starts the tape machine.  Music PLAYS as the 
               door slowly closes.

                                     MILLIE
                         There you go.  You'll have your big 
                         opportunity tomorrow.

                                     JACOB
                         I will?

                                     MEGHAN
                         You will.

                                     JACOB
                         OK.

                                     MEGHAN
                         I need to make a quick call.

               Jacob drifts toward Studio A, looking through the door 
               window.

                                     MILLIE
                         Go in.

               She opens the door.


               INT. STUDIO A -- CONTINUOUS

               Jacob and Millie walk down the steps to the studio floor.

                                     MILLIE
                         More hits have come out of this 
                         room than any other place on earth.

               Millie sits at the drum set and raps a cymbal.

                                     MILLIE (CONT'D)
                         I still get goosebumps. 

               Jacob places an ear tightly against the wall.

                                     MILLIE (CONT'D)
                         What're you doing?

                                     JACOB
                         These walls have soaked up all that 
                         music, wondered if they'd give some 
                         of it back.

                                     MILLIE
                         The walls are greedy.  They'll keep 
                         it all for themselves forever.

               Meghan walks down the stairs to the studio floor.

                                     MILLIE (CONT'D)
                         Get your call made?

                                     MEGHAN
                         Yeah, everything's all set.

               Meghan looks around the studio.

                                     MEGHAN (CONT'D)
                         Been a long time since you snuck me 
                         in for a session. 

                                     MILLIE
                         Martha Reeves and the Vandellas?  
                         How old were you? 

                                     MEGHAN
                         Nine, ten, maybe eleven.

                                     MILLIE
                         Nowhere to Run?

                                     MEGHAN
                         Dancing in The Streets.

                                     JACOB
                         Nine years old and you sat in with 
                         Martha Reeves and the Funk Brothers.

                                     MEGHAN
                         Just part of being buddies with the 
                         lovely and talented Motown Millie.

                                     MILLIE
                         You're turning my head.  Tell me 
                         more.

                                     JACOB
                         When I was nine, my thrill was 
                         armpit farting "Three Little Monkeys 
                         Sitting On A Bed."

               A toy piano plunks out the intro of "Three Little 
               Monkeys..." 


               EXT. BELLE ISLE BRIDGE -- AFTERNOON

               Meghan's 'Cuda crosses over the bridge to the island.

                                     JACOB (O.S.) (O.S.)
                         Where's this flat? 

                                     MEGHAN (O.S.) (O.S.)
                         On the river.  Tenth floor.  Nice 
                         view of downtown and Canada.

               The car is on the island.


               INT. MEGHAN'S 'CUDA -- CONTINUOUS

                                     MEGHAN
                         No clients are using it, and none 
                         of the partners are having playtime 
                         with their mistresses tonight.

                                     JACOB
                         We can stay there?

                                     MEGHAN
                         No crazy ideas.  I get the bed.  
                         You camp out on the couch.

                                     JACOB
                         I didn't think

                                     MEGHAN
                         Good.  A male who doesn't think.  
                         That's when guys get in trouble.  
                         Take your head out of the gutter, 
                         I'll show you one of the most 
                         amazing sights in the city.  


               EXT. BELLE ISLE WOODS -- MOMENTS LATER

               The 'Cuda is parked near thick woodland.  Meghan and Jacob 
               sit on the hood.

                                     MEGHAN
                         Be very quiet.

               Rustling of leaves comes from the woods.  A fawn walks out 
               of the woods.  Meghan moves slowly toward the animal.

               The fawn and Meghan are upon each other.  She pets the 
               animal's head.  The fawn rubs its head on Meghan's side.

               Meghan pulls a carrot from her pocket.  The fawn takes the 
               carrot from Meghan and looks up lovingly.

               Meghan motions Jacob over.  He takes a step, the fawn 
               stiffens.  He takes another step, the fawn watches.  The 
               next step his foot snaps a twig, the fawn runs in the woods.

                                     JACOB
                         Damn it. 

                                     MEGHAN
                         She sensed your tension.  Animals 
                         are better at reading people than 
                         people are at reading people.

                                     JACOB
                         I'm not tense.  Not really.  A bit 
                         nervous about the audition.

                                     MEGHAN
                         You need to unwind.  My therapist 
                         used to

                                     JACOB
                         You have a therapist?

                                     MEGHAN
                         Doesn't every baby-boomer child?

                                     JACOB
                         My father told me split the word 
                         therapist in two and you have "the 
                         rapist."  He said that's because 
                         they try to screw with your mind.

                                     MEGHAN
                         Mine didn't just try to screw with 
                         my mind.  Before he went to prison 
                         he taught me how to chill.  Imagine 
                         a special place.  Close your eyes, 
                         take deep breaths and see yourself 
                         in that place. 

               Jacob closes his eyes and takes a deep breath.

                                     MEGHAN (CONT'D)
                         Hold it.  Let it out

               Jacob exhales. 

                                     MEGHAN (CONT'D)
                         Where are you?

                                     JACOB
                         California.  Under a palm tree.

                                     MEGHAN
                         Palm tree?  Get in the car.


               INT. BELLE ISLE CONSERVATORY -- MOMENTS LATER

               Inside the building are tropical plants and palm trees.

                                     JACOB
                         Palm trees in Detroit.  Who'd have 
                         thunk it? 

                                     MEGHAN
                         I love this place.  Used to beg to 
                         come here when I was a kid.

                                     JACOB
                         I thought your parents never took 
                         you anywhere.

                                     MEGHAN
                         They wouldn't be caught dead here.  
                         Too pedestrian.  That's what nannies 
                         are for.

               Meghan and Jacob walk through the displays in silence.  He 
               holds her hand.  They stop under hanging plants.

               He moves toward her, then backs off.  Again he moves close 
               to her.  A hanging plant gets in the way as he kisses 
               Meghan.  The greenery gets a bigger smooch than Meghan or 
               Jacob.

               Meghan bends over laughing.  Jacob looks away embarrassed.

                                     MEGHAN (CONT'D)
                         Come here.

               Meghan takes his face in her hands and gives Jacob a long, 
               sweet, loving kiss.  They hug.

                                     JACOB
                         I love you.

                                     MEGHAN
                         Hick town boy, you are so sweet.


               EXT. DETROIT RIVER SKYLINE -- AFTERNOON


               EXT. DETROIT RIVER SKYLINE -- EVENING


               EXT. DETROIT RIVER SKYLINE -- NIGHT


               EXT. DETROIT RIVER SKYLINE -- MORNING


               EXT. APARTMENT BUILDING -- MORNING

               A DOORMAN opens the door.  Meghan and Jacob leave the 
               building holding hands, he carries his guitar.  Meghan's 
               'Cuda is in the front circle drive, engine running.

                                     RADIO JINGLE SINGERS
                         More music.  CKLW.

                                     TOM (V.O.) (V.O.)
                         It's high noon in Windsor and 
                         Detroit.  Tom Shannon at CKLW.  Now 
                         a Motown classic from Junior Walker 
                         and the All-Stars.  Oh babe, What 
                         does it take to win your love for 
                         me? 

               The doorman opens Meghan's door, she gets behind the wheel 
               and puts the car top down.  Jacob puts his guitar in the 
               back seat as the doorman opens his door.  

               Meghan and Jacob kiss then pull onto the street.


               EXT. HITSVILLE USA -- AFTERNOON

               Meghan pulls up to the front of the building.  Gus and Mel 
               sit on the bench.  The people on the lawn are silent. 

               Jacob takes his guitar from the back seat and waits for 
               Meghan.  They walk up the sidewalk toward the building. 

                                     GUS
                         Man, leave that guitar in the car.

                                     MEL
                         Don't need that.

                                     JACOB
                         They're trying to psyche me out to 
                         have a lousy audition.

                                     MEGHAN
                         Don't fall for it.  Keep telling 
                         yourself you're very good.  
                         Excellent.

               Meghan and Jacob climb the steps.  As they get to the door 
               it opens, TWO MUSICIANS walk out carrying their instruments.

                                     MUSICIAN ONE
                         What you going to do?

                                     MUSICIAN TWO
                         I got enough saved to open a 
                         carwash. 


               INT. HITSVILLE USA -- MOMENTS LATER

               Meghan and Jacob walk into the reception area to find 
               nobody there.  They walk down the empty hallway.

               Meghan and Jacob walk toward Studio A and notice a office 
               memo posted on the window of the door.

               They both read it silently.

                                     MEGHAN
                         Oh my.

               Jacob takes the memo off the door. 

                                     JACOB
                         "As of this date Motown has moved 
                         its headquarters to Los Angeles.  No 
                         further recording sessions are 
                         scheduled for the Detroit facility."

                                     MILLIE (O.S.) (O.S.)
                         I am so sorry.

               Millie enters the scene.

                                     MILLIE (CONT'D)
                         I didn't know this was coming down. 

                                     JACOB
                         They can't do this.

                                     MILLIE
                         Motown wants to make movies.

                                     JACOB
                         Who the hell wants to watch movies 
                         when you can listen to music?

               Jacob drops the memo, turns and walks away stiffly.

                                     MILLIE
                         There are other studios.  
                         Tera-Shirma, United Sound.  Good 
                         talent doesn't go unrecognized.


               EXT. HITSVILLE USA -- MOMENTS LATER

               Jacob walks down the front steps zombie-like.  He walks 
               halfway down the front sidewalk and stops.

                                     JACOB
                         Nooooooooooooooooooo!

               Jacob pitches his guitar in the air, it makes a perfect arc 
               and lands in the back seat of Meghan's 'Cuda.  

               Jacob lifts his right leg, takes off his shoe and throws it 
               in the car.  He takes off his sock and slams it down on the 
               lawn.  He repeats the procedure for his left foot.  He walks 
               to the car, gets in and slams the door shut.

               Meghan catches up to him.

                                     MEGHAN
                         JJ, this isn't the end of the world.

                                     JACOB
                         Get me the hell out of here.

               He swats his hand onto the door lock, slinks down in his 
               seat sulking like a two-year-old being weaned off his binkie.


               INT. MEGHAN'S 'CUDA -- LATER

               Meghan and Jacob ride in the car on the freeway.

                                     MEGHAN
                         I know you're disappointed.  There 
                         will be other opportunities.  
                         Meantime, this silence is deafening. 

               After a few more seconds of silence, Meghan turns the car 
               radio on.  It PLAYS a classic Motown hit.

               Jacob punches another button on the radio.  A sugary 
               "bubble gum" PLAYS.

                                     MEGHAN (CONT'D)
                         I like that other song.

               She punches the button to go back to Motown hit.

                                     JACOB
                         Yeah, well

               He punches the button to go back to bubble gum music.

                                     JACOB (CONT'D)
                         There.  That's real music.

               Meghan punches the button back to Motown.  Jacob 
               immediately punches back to bubble gum.

                                     MEGHAN
                         Stop it.

               She punches back to her song.  He punches back to his song.

                                     MEGHAN (CONT'D)
                         Quit acting like a baby.

               She punches back to her song and holds the button.  Jacob 
               repeatedly punches his button until it breaks off the radio.

                                     MEGHAN (CONT'D)
                         Oh, good one.  You will fix that.

               Meghan turns the radio off.  They drive in silence.


               EXT. HIGHWAY OVERPASS -- LATER

               They are several hundred yards from a highway overpass 
               where a curtain of dark clouds seem to rise up.

                                     JACOB
                         There's the dark cloud that's been 
                         looking for me all day.  All my life.

                                     MEGHAN
                         I'm seeing a negative side of you I 
                         don't like.

                                     JACOB
                         Excuse me for not jumping through 
                         hoops and being Mr. Bubbly for you.

                                     MEGHAN
                         It's not as bad as all that.

                                     JACOB
                         What the hell do you know?   When 
                         something good is supposed to 
                         happen, I'm always a day late.  
                         Misery seems to run ahead of 
                         schedule.

               He stands up, holds on to the windshield, facing the clouds.

                                     JACOB (CONT'D)
                         I'm here.  Come get me, I dare you.  
                         Make my life unbearable.

               Meghan's 'Cuda approaches the bridge.

                                     MEGHAN
                         Don't tempt fate. 

                                     JACOB
                         Nothing else can go wrong today.

               Meghan's 'Cuda leaves the sunshine to go under the bridge.  
               We hear a crack of thunder.  The car comes out on the other 
               side of the bridge into a downpour of rain.  

               Meghan turns on the windshield wipers at full speed and 
               leans forward to see through the heavy rain.  She flicks the 
               switch to put the power top up, nothing happens.  She 
               joggles the switch several times.

                                     MEGHAN
                         Shit.  The top is stuck again.

                                     JACOB
                         I'll take care of it.

               Jacob hops into the back seat.

                                     JACOB (CONT'D)
                         I hear the motor running.

               He begins pulling on the top.

                                     MEGHAN
                         Careful.

                                     JACOB
                         Yeah, yeah, yeah.

                                     MEGHAN
                         Don't blow a fuse.

                                     JACOB
                         Hey, I know what I'm doing.

               He tugs on the top.  A loud pop is heard as sparks fly.

               Meghan glares at Jacob in the rear view mirror.  He lays 
               down, opens his arms letting the rain drench his body.

                                     MEGHAN
                         I'm so lucky to be with somebody 
                         who knows what he's doing. 


               EXT. THE ALLEY -- AFTERNOON

               Kevin backs his car up to the liquor store's back entrance.  
               Joey comes out, Kevin walks to the back of the Chevy. 

                                     JOEY
                         Pop the trunk.

               Kevin fumbles with the keys and drops them.

                                     JOEY (CONT'D)
                         Sometime this century.

               Kevin puts the key in the lock.  The trunk pops open.  Joey 
               wheels out a dolly with six cases of beer.  He tosses a case 
               in the trunk.

                                     JOEY (CONT'D)
                         Give me a hand, girls.

               Kevin, puts a case in the trunk.  David walks to the back 
               of the car.  He grabs a case and throws it too high, it 
               lands on the hood.

                                     JOEY (CONT'D)
                         On second thought, I'll do it 
                         myself.  You did pay for white glove 
                         service.

               As Joey reaches the front of the car, Deputy Vinton cruises 
               slowly through the alley.  Joey jumps onto the case, putting 
               his legs together to hide the beer from view.

                                     DEPUTY VINTON
                         This look like your mama's back 
                         yard?  Don't make me have to get out 
                         and write you a ticket for 
                         loitering. 

               Deputy Vinton stares intently, but continues his slow 
               drive.  Kevin cracks open a case of beer in the trunk.  He 
               puts one can in each of the front pockets of his jeans.

               Joey grabs the beer off the hood, puts it in the trunk, 
               loads the other three cases, and slams the trunk closed.  
               Kevin and David walk to the front of the car and climb 
               inside.

                                     DAVID
                         Oh yeah!  Party!

               Joey leans in the window studying David's face.

                                     JOEY
                         Let me take a wild fucking guess.  
                         Your mother was in the hospital.  
                         She shit the bed.  They thought she 
                         gave birth.  And that's how you 
                         ended up walking amongst us.

                                     KEVIN
                         That's wicked. 

               Joey walks away wheeling the dolly into the store.

                                     KEVIN (CONT'D)
                         Let's make our deliveries and live 
                         it up.

               Kevin takes the beer from his pockets.  He pops the top on 
               one, handing it to David.  He opens and keeps the other can.

                                     DAVID
                         I'm with you.

                                     KEVIN
                         Salute.

                                     DAVID
                         Salute.

               They toast each other, smash the cans together with such 
               force that the beer shoots straight up and all over them. 


               EXT. DOWNTOWN MAKERSVILLE -- AFTERNOON

               Meghan's 'Cuda splashes through a puddle.

                                     MEGHAN
                         I was trying to help you.  What 
                         happened is not my fault.

                                     JACOB
                         Who the hell said it was?  Let me 
                         out here.  I don't need this shit.

                                     MEGHAN
                         I'll take you home.

                                     JACOB
                         Are you dense?  I said let me out 
                         here.  

                                     MEGHAN
                         Fine.


               EXT. COFFEE SHOP -- CONTINUOUS

               She pulls in front of the coffee shop.  

               Jacob opens the car door, water cascades out.  He gets out 
               and lifts his guitar from the back seat.  He shuts the door 
               and begins to walk away past the rear of the car.

                                     MEGHAN
                         Jacob Jones, you are the most 
                         selfish, inconsiderate person I ever 
                         met.  I felt bad at first.  

               Jacob stops in front of the coffee shop window.

               Meghan gets in and stands on the back seat.

                                     MEGHAN (CONT'D)
                         You know what?  You're an asshole.  
                         You deserve what you get.  Don't 
                         look to me for sympathy.  Don't 
                         call.  Don't come around.  I'll 
                         gladly spend the rest of my life 
                         pretending you don't exist.

               Meghan grabs his shoes from the back floorboard.

                                     MEGHAN (CONT'D)
                         Don't forget your shoes.  Might 
                         want to wear them to the next 
                         hootenanny and pig castration 
                         ceremony. 

               She throws one shoe hitting Jacob in the leg.

                                     MEGHAN (CONT'D)
                         Maybe you'll be guest of honor.

               The next shoe she throws too hard and too high.  It strikes 
               the coffee shop window.  Louise, Roxie and Jane duck down in 
               fright.  Jacob gathers his shoes and walks away.

                                     MEGHAN (CONT'D)
                         I hope they use a rusty, dull knife.

               Meghan jumps into the front seat, puts the car in gear and 
               peels out of the parking spot.


               INT. COFFEE SHOP -- CONTINUOUS

               Louise, Roxie and Jane watch Jacob and Meghan go their 
               separate ways.  On the table is the pink scrapbook and the 
               "Makersville Journal." Glue, scissors and a newspaper 
               clipping are also on the table. 

                                     JANE
                         Lover's spat, girls.

                                     ROXIE
                         Very emotional just like she's 

                                     LOUISE
                         You think she's got one in the oven?

                                     JANE
                         Likely he provided the yeast to 
                         raise the dough.

                                     ROXIE
                         Lord have mercy.

                                     LOUISE
                         Let's not stoop to idle gossip, 
                         that's for others.  We have work to 
                         do.

               Jane picks up the newspaper clipping.

                                     JANE
                         A girl.  Eight pounds, seven 
                         ounces.  Pamela Lynn Davis.  Born 
                         last Tuesday.

                                     LOUISE
                         Seems quick.  Red pen, I bet.

               Jane flips through the book.  Several of the pages have 
               big, bold numbers on the outside corners.  The numbers ten 
               and above are in black, numbers nine and below are in red.

                                     JANE
                         Should put these in alphabetical 
                         order.

               She finds the page and clipping she is looking for.

                                     JANE (CONT'D)
                         Married January  17th.

               She glues the birth announcement under the wedding clipping 
               and writes a big red 6 on the outside corner of the page.

                                     LOUISE
                         Six months.

                                     JANE
                         They did the nasty at least three 
                         months before they made it legal.

                                     ROXIE
                         Lord have mercy.

               Louise looks closely at the wedding announcement. 

                                     LOUISE
                         She had the nerve to wear white.

                                     JANE
                         Pathetical.

                                     LOUISE
                         I remember we happened to be 
                         driving by when they came out of the 
                         church.

                                     ROXIE
                         Was that during the blizzard?

                                     LOUISE
                         I believe so.  Laughing and smiling 
                         like nothing was wrong.

                                     JANE
                         No shame. 

                                     LOUISE
                         Young people today are so shallow.

                                     ROXIE
                         Let's pray for their redemption.

                                     JANE
                         Yes.

                                     LOUISE
                         Cigarette first?

                                     JANE
                         Second that.

                                     ROXIE
                         Ditto.

               All three light up, take a deep drag, and exhale in unison 
               like a precision smoking team.  Louise flips through a few 
               pages in the book.  One page grabs her attention.

                                     LOUISE
                         This one was only four months.

               Jane glances at the book. 

                                     JANE
                         That's my niece.

                                     LOUISE
                         How'd that get in here? 


               INT. JACOB'S BEDROOM -- NIGHT

               Jacob aggressively strums his guitar.  It sounds like 
               something a three-year-old might hammer out.

               His bedroom is now neat and clean in a clinical way.  The 
               walls are bare except for the sign "God Loves The Snakepit."

               SIRENS WAIL in the distance, then closer.  Jacob imitates 
               the sounds of the sirens as he plays.  The sirens fade out. 

               Jacob stops playing.  He picks up an album.  He plops it on 
               the turntable, sets the tone arm on the disc and puts on 
               headphones.  He bobs his head and hums along to the music.

               Jacob shuts his eyes and falls asleep.


               FULL SHOT RECORD PLAYER -- LATER

               The stylus tracks in the dead groove at the end of the 
               record making a MONOTONOUS "WICK, WICK" SOUND through the 
               headphones that are askew on Jacob's head.

               BACK TO SCENE 

                                     JACOB'S DAD (O.S.) (O.S.)
                         Phone!

               Jacob comes to consciousness.

                                     JACOB'S DAD (O.S.) (O.S.) (CONT'D)
                         Jacob.  Telephone.

                                     JACOB
                         Who is it?

                                     JACOB'S DAD (O.S.) (O.S.)
                         Some guy.


               INT. JACOB'S KITCHEN -- MOMENTS LATER

               Jacob grabs the phone receiver.

                                     JACOB
                         Yeah?

               He listens with disinterest, then snaps awake.  He rushes 
               out, dropping the telephone receiver to the floor. 

                                     JACOB (O.S.) (O.S.) (CONT'D)
                         Dad, I'm using the car.


               EXT. JACOB'S HOUSE -- NIGHT

               Jacob flies down the steps and slips and skids as his bare 
               feet hit the rain soaked sidewalk.  He drives off, the 
               wheels spinning to get traction on the wet pavement.


               EXT. THE POINT -- MOMENTS LATER

               A police car, two ambulances and a fire truck surround the 
               big tree.  Jacob parks on the shoulder.  

               He rushes to the scene leaving the car running, the 
               windshield wipers slap furiously at the driving rain.  
               Deputy Vinton is in Jacob's way, he can't see beyond the 
               rotund officer.

                                     DEPUTY VINTON
                         Kid, you can't park there.

               Jacob walks around Deputy Vinton and sees Kevin's burnt out 
               Chevy.  Smoke-charred beer cans and wine bottles are strewn 
               around the wreckage. 

               The fire truck and the ambulance farthest from Jacob pull 
               away slowly with no emergency lights on.

               PARAMEDIC ONE and PARAMEDIC TWO carry a covered body on a 
               stretcher toward the ambulance nearest to Jacob.  

               A strong wind blows the sheet partially off David.  His 
               face is bruised, bloodied and battered.  His eyes stare in 
               eternal horror, his mouth open as if gasping for one last 
               breath.

               Paramedic Two struggles with the sheet to secure it over 
               David's head.  The stretcher is slid into the ambulance.

               Paramedic One walks over to Deputy Vinton.

                                     PARAMEDIC ONE
                         Never had a chance.  Neither one.

               Deputy Vinton pulls out a tin of chewing tobacco and puts a 
               big plug between his cheek and gums.  He shakes his head. 

                                     DEPUTY VINTON
                         Kids into booze and whatnot.  Where 
                         do they learn that?

               Deputy Vinton spits a big wad of tobacco juice on the 
               ground. 

                                     PARAMEDIC
                         Must be seeing it on the TV. 

               Paramedic One climbs in the ambulance, it slowly pulls 
               away.  Deputy Vinton gets in his car to fill out paperwork.  
               He notices Jacob staring and rolls down the passenger Window.

                                     DEPUTY VINTON
                         Sorry about your friends.  Go home, 
                         son.  It's no good being here.

               Meghan's 'Cuda skids to a stop.  She races to Jacob whose 
               back is to her.

                                     MEGHAN
                         Oh, God.  Jacob what happened?

                                     JACOB
                         They're gone, Meg.  Gone.

                                     MEGHAN
                         How?  Why?  It can't...

                                     JACOB
                         It's my fault.

                                     MEGHAN
                         No.

                                     JOEY (O.S.) (O.S.)
                         Meghan.  Let's go.

               Through the open car door, the dome light shines on Joey.

                                     JOEY (CONT'D)
                         Nugent won't hold the show.

               Meghan puts her arms around Jacob.  His arms remain limp by 
               his side as he sobs.

               A CAR HORN BLOWS.

                                     JOEY (O.S.) (O.S.) (CONT'D)
                         The Motor City Madman awaits. 

               Jacob buries his head on Meghan's shoulder. 

                                     JACOB
                         Should have been me, not them.

                                     MEGHAN
                         Shhh.

               The CAR HORN BLOWS long.

                                     JOEY 
                         Meghan, this can wait.  Those kids 
                         will still be dead tomorrow.

               Jacob yanks Joey out of the car flat onto the ground and 
               throws a series of wild punches, most of them connect with 
               the wet ground, not with Joey's body.


               INT. DEPUTY VINTON'S POLICE CAR -- CONTINUOUS

               Deputy Vinton watches but does not get out of his car.

                                     DEPUTY VINTON
                         Nail him a few times for me, kid.

               BACK TO SCENE 

                                     JOEY
                         Man, you dumped those guys anyway.  
                         Just go find some new chumps to use.

                                     JACOB
                         I'll kill you, you bastard. 

               Jacob lands a brutal punch to Joey's nose, blood splatters 
               everywhere.  Meghan pulls Jacob as Joey struggles to stand.  

               Joey breaks loose from Jacob and scrambles back into the 
               'Cuda.  He slams the door shut and locks it.  

               Deputy Vinton grabs Jacob from behind in a bear hug.  
               Jacob's arms remain free.  

                                     DEPUTY VINTON
                         That's enough.  Missy, get in your 
                         hotrod and get out of here.

               Meghan rushes to the driver's side of the car.

                                     JOEY
                         You're a nut case.

               Jacob slaps at the closed window with his hand.  He punches 
               the window with his fist.  He pounds the top of the roof and 
               begins to kick the door of the 'Cuda.

                                     MEGHAN
                         Stop it.

                                     JACOB
                         Shut up, bitch.  You don't give a 
                         shit anyway. 

               Meghan jumps in the car and speeds away.

               Deputy Vinton lets go of Jacob.  He is too weak to stand 
               and falls to his knees. 

                                     JACOB (CONT'D)
                         Meg, no.  Come back.  Don't leave 
                         me, too.

               He falls face down in the mud.  He has barely enough 
               strength to pull himself back up on his hands and knees.

                                     JACOB (CONT'D)
                         Meggie. 

               We hold on Jacob's tear-stained, rain-soaked, 
               mud-splattered face for several seconds.

                                                                  FADE OUT:

               FADE IN:


               INT. JACOB'S BEDROOM -- DAY

               Jacob tries to close an overstuffed suitcase on his bed.  
               He jumps and sits on it and quickly snaps the closures shut. 

                                     JACOB'S DAD (O.S.) (O.S.)
                         I did what you're doing.

                                     JACOB
                         You always lived here.

                                     JACOB'S DAD (O.S.) (O.S.)
                         Quit school.  Went to work on the 
                         Dundee farm.

                                     JACOB
                         I'm going a bit beyond a farm on 
                         the edge of town.

                                     JACOB'S DAD (O.S.) (O.S.)
                         Los Angeles.  You'll get kidnapped 
                         by a cult. 

                                     JACOB
                         No I won't. 

                                     JACOB'S DAD (O.S.) (O.S.)
                         How will you get there?

                                     JACOB
                         I'll walk if I have to.

                                     JACOB'S DAD (O.S.) (O.S.)
                         Make sure you quit school for the 
                         right reason.  General Motors is 
                         hiring.  I'll get you an application.

                                     JACOB
                         I can't work for The General, 
                         putting the same bolt on the same 
                         bracket ten thousand times a day.

                                     JACOB'S DAD (O.S.) (O.S.)
                         Pay's good.  Full benefits.  Early 
                         retirement.  What's a musician get?

                                     JACOB
                         Mom told me to follow my dreams. I 
                         have to do this.

               Jacob opens his suitcase, takes his mother's picture off 
               the tape machine, puts it between clothes and shuts the 
               suitcase.

                                     JACOB'S DAD (O.S.) (O.S.)
                         May she watch over you.


               EXT. RAILROAD TRACKS -- AFTERNOON

               Jacob walks on the rail bed between the tracks, weighted 
               down by his suitcase and two guitars.


               EXT. RAIL YARD -- EVENING

               Jacob struggles to an open box car, throws his suitcase 
               inside and climbs aboard, carrying his guitars. 


               INT. BOXCAR -- CONTINUOUS

               In the darkness Jacob stumbles through stacks of boxes.  He 
               puts his suitcase and guitars in a corner and settles in.

                                     JACOB
                         Better get comfortable.  Gonna be 
                         here awhile.

                                     BIG REED RODNEY (O.S.) (O.S.)
                         Depends where you're going and what 
                         you're doing.

               Jacob stands up, walks past the open door.

                                     BIG REED RODNEY (O.S.) (O.S.) (CONT'D)
                         They're gonna see you.

               Jacob walks to the other side of the car and sees BIG REED 
               RODNEY, 60.

                                     BIG REED RODNEY (CONT'D)
                         You must be a virgin.

                                     JACOB
                         Excuse me?

                                     BIG REED RODNEY
                         First time traveler.  The way you 
                         advertise yourself in front of that 
                         open door.  Don't make the rail yard 
                         bulls bust you.  Boy, you can't be 
                         more than 15.

                                     JACOB
                         17.

                                     BIG REED RODNEY
                         Where you going, what you running 
                         from?

                                     JACOB
                         L.A.  Ain't running from anything.

                                     BIG REED RODNEY
                         What you think you're running to?  
                         L.A., let me guess.  Gonna be a 
                         movie star.  Next Paul Newman, that 
                         right?

                                     JACOB
                         I'm not an actor.  I'm a musician.

                                     BIG REED RODNEY
                         Uh, huh.  You have a girlfriend?

                                     JACOB
                         No.

                                     BIG REED RODNEY
                         You should.  Know what they call a 
                         musician without a girlfriend?  
                         Homeless.  What they call you?

                                     JACOB
                         Huh?

                                     BIG REED RODNEY
                         Your name, boy.  Got one?

                                     JACOB
                         Jacob Jones.

                                     BIG REED RODNEY
                         What the hell kind of name's that 
                         for a hobo?  No pizazz.

                                     JACOB
                         I'm no hobo.  I'm hitching a ride 
                         to hook up a recording contract.

                                     BIG REED RODNEY
                         Hobo's a better career choice.  Set 
                         your hours and don't worry about the 
                         suits screwing you out of money.  

                                     JACOB
                         What do you know about the music 
                         business?  What's your name anyway?

                                     BIG REED RODNEY
                         I go by Rail Car Rodney.  The music 
                         business and I have made 
                         acquaintance now and again.

                                     JACOB
                         What?  You know how to play 
                         records?  Or you roll musicians for 
                         wallets?

                                     BIG REED RODNEY
                         Boy, you got 50 years of sass in 
                         that 17 year old body.  Ain't no 
                         hobo ever rolled any musician.

                                     JACOB
                         Sorry, man.  Meant no harm.

                                     BIG REED RODNEY
                         Didn't harm me.  Just showed your 
                         ignorance.  Run into that a lot.

               The train starts moving.

                                     BIG REED RODNEY (CONT'D)
                         Better sit down before the kickback 
                         knocks your ass down.

               The box car jerks, Jacob stumbles and falls on his butt.

                                     JACOB
                         Shit.

                                     BIG REED RODNEY
                         Should have warned you a mite 
                         earlier.

               Jacob walks toward his side of the car, tripping over 
               something.

                                     JACOB
                         What the hell.

               He lifts up a saxophone case.

                                     BIG REED RODNEY
                         Careful with that.

                                     JACOB
                         Looks like a saxophone case.

                                     BIG REED RODNEY
                         Stands accused, found guilty as 
                         charged.

                                     JACOB
                         What're you doing with it?

                                     BIG REED RODNEY
                         Nothing while it's in your greasy 
                         hands.

                                     JACOB
                         Alright, man.  I'll leave you alone.

               Jacob walks to his side of the box car.

                                     BIG REED RODNEY
                         Got a blanket?

                                     JACOB
                         Nope.  It's warm in California.

                                     BIG REED RODNEY
                         It's cold at night here.  There's a 
                         lot of here before you get there.

                                     JACOB
                         I'll survive.


               INT. BOXCAR -- LATER

               Jacob shivers.

                                     BIG REED RODNEY
                         Got some newspaper over here.

                                     JACOB
                         Thanks, give me something to read 
                         while I freeze to death.

                                     BIG REED RODNEY
                         Boy, class is in session.  Gather 
                         your shit, get over here.

               Jacob gathers his belongings and stumbles his way to 
               Rodney's side of the car.  Halfway there he trips and his 
               suitcase opens and scatters its contents.  Unknown to Jacob, 
               his wallet slides under a pallet holding a stack of boxes.

                                     BIG REED RODNEY (CONT'D)
                         I was gonna tell you open your 
                         suitcase, but you work ahead.

               Jacob scoops up his belongings and throws them back in the 
               open suitcase, sliding it the rest of the way with his foot.

                                     BIG REED RODNEY (CONT'D)
                         Rule number one: always pick up a 
                         newspaper, out of the trash, 
                         wherever.

               Rodney grabs a long-sleeve shirt out of the suitcase.  He 
               stuffs newspaper in the sleeves.

                                     BIG REED RODNEY (CONT'D)
                         Fill clothes with newspaper and you 
                         got a blankie warm as your 
                         grandmama's quilts.  The paper's 
                         mandatory for pit stops among the 
                         pines.


               INT. BOXCAR -- MORNING

               Light streams through the cracks in the boxcar.  Jacob and 
               Rodney awaken, Jacob looks around confused.

                                     JACOB
                         Forgot where I am.

                                     BIG REED RODNEY
                         You are where you are.  Might not 
                         be where you outta be.  When we make 
                         Kansas City, hop an eastbound.  Go 
                         home, back to school.  Your mama 
                         misses you. 

                                     JACOB
                         My mother's dead.  Cancer.

                                     BIG REED RODNEY
                         Boy, I'm sorry.  When I was 9, I 
                         went with my mother to get 
                         groceries. 


               EXT. CORNER GROCERY STORE 1921 -- DAY

               A car drives erratically toward BIG REED RODNEY, age 9 and 
               his MOTHER, 29 as they leave the store carrying groceries.  

                                     BIG REED RODNEY (V.O.) (V.O.)
                         Coming out, a car driving fast and 
                         crazy jumped the sidewalk.  Mom 
                         pushed me from harm's way.  She was 
                         hit dead on.  Flew probably twenty 
                         feet in the air.

                                     JACOB (V.O.) (V.O.)
                         Oh.

                                     BIG REED RODNEY (V.O.) (V.O.)
                         I looked down, thinking she's gonna 
                         be upset for the tomatoes splattered 
                         all over her favorite dress.  

               BACK TO SCENE 

                                     BIG REED RODNEY (CONT'D)
                         Only it wasn't tomatoes.

                                     JACOB
                         Driver go to prison?

                                     BIG REED RODNEY
                         White boys didn't go to the 
                         hoosegow for killing black women.  
                         His life was in front of him, hers 
                         didn't mean shit.  Daddy worked two 
                         jobs.  I hung with the neighborhood 
                         cats into jazz.  Pops saw I dug it 
                         and took a third job to buy Saxie 
                         Sally.  

                                     JACOB
                         What'd you call your saxophone?

                                     BIG REED RODNEY
                         Nothing.

                                     JACOB
                         Rail Car Rodney, my ass.  You're 
                         Big Reed Rodney.  The man with the 
                         sound so big his reed's the size of 
                         Cincinnati.

                                     BIG REED RODNEY
                         Where you hear such crap?

                                     JACOB
                         And his sidekick, Saxie Sally.  You 
                         jammed with Miles and Coltrane.

                                     BIG REED RODNEY
                         Kid your age don't know jazz.  Rock 
                         and Roll.  Rolling Stones.  That's 
                         you.

                                     JACOB
                         Oh, man.  Big Reed Rodney.  You 
                         played on hundreds of sessions.

                                     BIG REED RODNEY
                         Thousands including live radio.

                                     JACOB
                         So, how did you

                                     BIG REED RODNEY
                         End up here?  Money.  Lack of.  Got 
                         paid pocket change to do radio.  
                         Couldn't live on it.  

                                     JACOB
                         You played on lots of records.

                                     BIG REED RODNEY
                         A "punch the clock" job, union 
                         scale.  Record goes number one on 
                         the Hit Parade, sells a million 
                         copies, the eagle doesn't fly for 
                         you again.  

                                     JACOB
                         That's not fair.

                                     BIG REED RODNEY
                         The men in suits used to say 
                         "Rodney, it's like the guy who 
                         paints your house.  You pay him for 
                         the job once.  Sell the house at the 
                         long dollar, he doesn't get a dime 
                         more."

                                     JACOB
                         That's not right.

                                     BIG REED RODNEY
                         Right or wrong.  It is what it is.  

                                     JACOB
                         Your playing made people rich.

                                     BIG REED RODNEY
                         Some people.  Sometimes.

                                     JACOB
                         That sucks.

                                     BIG REED RODNEY
                         I'll die a richer man than most, 
                         long as I have music in my soul and 
                         Sally by my side.

                                     JACOB
                         You deserve more.

                                     BIG REED RODNEY
                         Musicians are givers not getters.  
                         We give the world our music.  Makes 
                         great art, lousy business.

                                     JACOB
                         Then you should get all you can 
                         while you can.

                                     BIG REED RODNEY
                         You have to give before you get.  
                         Then give again.  Some day you might 
                         be able to make a difference.  Even 
                         if it's only one person's life, do 
                         it.  That's worth more than 20 gold 
                         records and four mansions.

                                     JACOB
                         Twenty gold records and four 
                         mansions?

                                     BIG REED RODNEY
                         Ten gold records and two mansions.  
                         Alright, a gold record and a 
                         bungalow.


               EXT. BOXCAR -- LATER

               An acoustic guitar plays a FUNKY JAM.


               INT. BOXCAR -- CONTINUOUS

               Jacob continues his furious strumming.

                                     JACOB
                         Blow, Rodney!

               Rodney gets down on his saxophone.


               EXT. RAILROAD CROSSING -- LATER

               The train crosses the intersection as Jacob and Rodney 
               continue jamming.


               EXT. RAIL YARD -- DAY

               The train is stopped.  Rodney climbs out of the boxcar with 
               his backpack.  Jacob jumps down carrying the sax case.

                                     BIG REED RODNEY
                         The eastbound is four tracks over.  
                         Be home tomorrow afternoon.

                                     JACOB
                         I'm going to Los Angeles.

                                     BIG REED RODNEY
                         I was foolish at 22.  Guess you got 
                         the right to be at 17.  

                                     JACOB
                         Go with me?

                                     BIG REED RODNEY
                         Kansas City's my home.  My friends 
                         are here.  The barbecue is better in 
                         KC than LA.  You don't need me.  You 
                         got the chops and youthful arrogance 
                         to make it.  

               Rodney takes his sax case from Jacob, walks several steps 
               then turns around.

                                     BIG REED RODNEY (CONT'D)
                         Always remember.  Give then get.  
                         Then give some more.  That 
                         philosophy will never let you down.

               Rodney turns, walks a few more steps and turns once more.

                                     BIG REED RODNEY (CONT'D)
                         One more thing.  Very important.

                                     JACOB
                         Yes?

                                     BIG REED RODNEY
                         Don't forget the newspaper.  New 
                         York Times Sunday Edition is a real 
                         treasure.  Lot of pages.

               Big Reed Rodney turns and walks out of the scene.


               EXT. LOS ANGELES RAIL YARD -- DAY

               Jacob climbs down carrying his suitcase, guitars and a 
               newspaper.  He throws the newspaper back in the boxcar.

                                     JACOB
                         Shouldn't need that anymore.

               Jacob walks away from the box car then turns around, goes 
               back and grabs the newspaper.

                                     JACOB (CONT'D)
                         On the other hand.


               EXT. STOCK FOOTAGE OF VARIOUS HOLLYWOOD LANDMARKS.


               EXT. HITSVILLE WEST -- AFTERNOON

               Jacob is across from the building.  He crosses the busy 
               street, walks around a bench at a bus stop and in the door.


               INT. HITSVILLE WEST -- CONTINUOUS

               Inside the reception area L.A. RECEPTIONIST greets him.

                                     L.A. RECEPTIONIST
                         The soup kitchen's three blocks 
                         over.

                                     JACOB
                         Fascinating.  I'm here for Norman 
                         Whitfield.

                                     L.A. RECEPTIONIST
                         Let me put your name on the list.  
                         There, only 912 people ahead of you.

                                     JACOB
                         Norman will want to see me.

                                     L.A. RECEPTIONIST
                         Why didn't you say so?  Norman 
                         wants to see you.  I just bumped you 
                         up.  Only 909 to go.

               L.A. Receptionist makes eye contact with somebody behind 
               Jacob.  Jacob catches her gaze.

                                     JACOB
                         Mr. Whitfield?

               Jacob turns and sees GARY, a huge security officer about 40.

                                     JACOB (CONT'D)
                         You called security on me?

                                     GARY
                         No sir, I'm not security.  I'm 
                         Gary, the courtesy officer.

               Gary is slowly and gently moving Jacob toward the exit.

                                     GARY (CONT'D)
                         As a courtesy to our guests, I make 
                         sure this nasty old door doesn't hit 
                         them on the way out.


               EXT. HITSVILLE WEST -- CONTINUOUS

               Jacob is on the front sidewalk.

                                     GARY
                         That'd be rude.

               Gary goes back inside.  Jacob sits down on the park bench. 


               EXT. HITSVILLE WEST -- EVENING

               Jacob sits in the same place.  Gary walks out the front 
               door, locking it.  Jacob jumps up to meet Gary.

                                     JACOB
                         Gary, can't you sneak me in?

                                     GARY
                         No.

                                     JACOB
                         What if you forget to lock the door?

                                     GARY
                         It might jump off it's hinges and 
                         come over and hit you in the bootie.  
                         That'd be rude.  Can't have that I'm 
                         the courtesy

                                     JACOB
                         Courtesy officer.  Couldn't you be 
                         crass once in awhile?


               EXT. HITSVILLE WEST -- NIGHT

               Jacob is exhausted, sprawled on the bench tossing and 
               turning his way into sleep that won't come.

               A luxury sports car pulls up.  Inside are the driver, RICH 
               BRAT ONE and the passenger, RICH BRAT TWO, both males about 
               21 years old.

                                     RICH BRAT ONE
                         Look a street urchin.

                                     RICH BRAT TWO
                         Vagrant.  I heard about them in my 
                         sociology class.

                                     RICH BRAT ONE
                         Street lad, you look hungry.  How 
                         do you like your eggs?

                                     RICH BRAT TWO
                         Scrambled?

               Rich Brat Two throws a raw egg hitting Jacob in the 
               forehead.  

                                     RICH BRAT ONE
                         He looks to be an omelette man.  
                         Two eggs?

               Rich Brat One hits Jacob with another egg.

                                     RICH BRAT TWO
                         He's famished.  Three.

               Rich Brat Two nails Jacob with a third egg.

                                     RICH BRAT ONE
                         Thirsty?

               Rich Brat Two shakes a bottle of champagne spraying it all 
               over Jacob.

                                     RICH BRAT TWO
                         Enjoy homeless boy.  

                                     RICH BRAT ONE
                         Dom Perignon.  Worth more than you 
                         and your entire family combined.

               Both brats laugh.

               A police car pulls up behind.  Flashes its lights and gives 
               a short BLAST of its siren. 

                                     LOUDSPEAKER  (V.O.) (V.O.)
                         Move along.

               Rich Brat One and Rich Brat Two drive off.

                                     LOUDSPEAKER  (V.O.) (V.O.) (CONT'D)
                         I said move along.

               Jacob realizes the officer means him.

                                     LOUDSPEAKER  (V.O.) (V.O.) (CONT'D)
                         Move along or we'll move you along.

               Jacob gathers his belongings and shuffles away from the 
               bench.  


               EXT. L.A. STREET -- MOMENTS LATER

               Jacob moves slowly struggling to carry his guitars and 
               suitcase.


               EXT. DUMPY HOTEL -- LATER

               Jacob walks up to the hotel.  Sign reads: Bed and Bath $4


               INT. DUMPY HOTEL LOBBY -- CONTINUOUS

               Tattered and dirty, the lobby looks like something that 
               would win Cockroach Monthly's "Slime Hole of the Month."  
               Trashy Halloween decorations and a sign advertising a "Trick 
               or Treat Party" fill the room.  

               Jacob walks up to DESK CLERK, a poorly dressed little man 
               wearing cheap sunglasses.  He is about 60 years old.

                                     DESK CLERK
                         Rooms are private.  All six floors 
                         have their own shared bath and head.  
                         Four bucks now.

                                     JACOB
                         OK.

               Jacob pats his jeans and shirt for his wallet.  Not there.  
               He opens his suitcase, throws his belongings on the floor.  
               He searches all his clothes.  He ransacks the nooks and 
               crannies of his suitcase.  No luck.

                                     DESK CLERK
                         I'll take a stab at it.  You had a 
                         million.  But you're a big tipper 
                         and got nothing left.

                                     JACOB
                         Can't find my wallet.

                                     DESK CLERK
                         It's late.  I'm tired.  One room 
                         left.  Help me, I help you.

                                     JACOB
                         Anything.


               INT. HOTEL BATHROOM -- LATER

               Jacob scrubs a filthy toilet.  He walks out carrying a 
               bucket with water, a toilet brush and a bottle of bowl 
               cleaner.


               INT. HOTEL HALLWAY -- CONTINUOUS

               The water splashes from the bucket as Jacob ambles down the 
               hallway toward the stairs, he trudges up to the next floor.


               INT. BATHROOM DOOR -- MOMENTS LATER

               Jacob opens the door to an even grungier toilet and begins 
               scrubbing.


               INT. DUMPY HOTEL LOBBY -- MORNING

               The lobby has a chintzy Christmas tree, the lights flash 
               sporadically from an electrical short.  A sign advertises 
               the Hotel Christmas Party.

               Jacob leaves with his guitars in tow.


               EXT. HITSVILLE WEST -- LATER

               Jacob is escorted out the front door by Gary. 


               INT. HOTEL BATHROOM -- LATER

               Jacob scrubs a toilet.


               INT. DUMPY HOTEL LOBBY -- MORNING

               The lobby has Valentine's Day decorations and a sign 
               advertising a party.  Jacob walks through with his guitars.


               EXT. HITSVILLE WEST -- LATER

               Gary shows Jacob out the door.


               INT. DUMPY HOTEL LOBBY -- MORNING

               St. Patrick's Day decorations fill the lobby along with a 
               sign for the "St. Patty's Day Party."  Jacob walks through 
               with his guitars.


               EXT. HITSVILLE WEST -- NIGHT

               Gary walks Jacob out the door and down the street.


               INT. HOTEL BATHROOM -- NIGHT

               Jacob scrubs a toilet.  He hears something, like feet 
               shuffling on a carpet.  He looks up and sees nothing.  He 
               throws the toilet brush on the floor, walks to the doorway 
               to search for what he heard.  He doesn't find a thing up or 
               down the hallway. 

               He returns to his job not seeing the toilet brush, he skids 
               on it and lands face-down in the toilet bowl. 

                                     JACOB
                         I'm done.  Get me that application, 
                         dad.  I'm coming home to carry on 
                         the GM tradition.


               INT. HOTEL ROOM -- NIGHT

               The room is almost a duplicate of the shabby room where Big 
               Reed Rodney would one day draw his final breath, as 
               described on the first page of the screenplay currently in 
               front of your eyes.  Jacob lies on the bed in a fretful 
               sleep.

               Footsteps are heard.  Jacob glances up in a daze.  The room 
               begins to glow slightly, his eyes struggle to focus.

                                     JACOB
                         Can't be.

               Sitting on the end of the bed is David.

                                     DAVID
                         Could be.  You never know, man.

                                     JACOB
                         What is this?  Some kind of joke?

                                     DAVID
                         I wasn't good at jokes.  Although 
                         the one I made about Kevin being 
                         past his fifteen minutes of asshole 
                         time wasn't bad, was it?

                                     JACOB
                         Man, that toilet bowl cleaner has 
                         wicked fumes.

               Jacob rubs his eyes as if to make David disappear.

                                     DAVID
                         That won't help.  I'm still here.  
                         Last time you saw me I looked a lot 
                         like this.

               David puts on his death mask face with his eyes wide open 
               and his mouth askew.

                                     JACOB
                         I don't drink, do drugs.

                                     DAVID
                         Kevin says "hi."  Had a drag race 
                         or he'd be here, too.

                                     JACOB
                         Why

                                     DAVID
                         Am I here?  Good questions deserve 
                         good answers.  Here's yours.  Music 
                         and Motown are your dreams.  Don't 
                         give up.  Not after all this.  The 
                         pay off will be there.  Keep 
                         believing.

                                     JACOB
                         You've become a 14 year old prophet?

                                     DAVID
                         It's not prophecy.  I have 
                         thousands of years of wisdom to draw 
                         upon.  An advantage of where I live 
                         now.

               Jacob shakes his head and rubs his eyes again.

                                     JACOB
                         This isn't happening.

                                     DAVID
                         Hang in there.  You'll make it.  
                         Big Reed Rodney would tell you the 
                         same.

                                     JACOB
                         Rodney?  How do you know

                                     DAVID
                         Hey, it's like a big TV screen in 
                         the sky.  We see it all.

                                     JACOB
                         All?

                                     DAVID
                         Everything.  Don't worry we don't 
                         talk among ourselves.  

               David walks to the window.

                                     DAVID (CONT'D)
                         Believe and achieve.  Here's 
                         something you'll like: Motown.  They 
                         play a lot of Motown up there.

               Jacob shuts his eyes briefly as he smiles.  When he opens 
               his eyes, David is gone.  Jacob gets out of bed, looks 
               around the room and then goes to the window.  He pulls back 
               the grimy window shade and looks up at the sky.


               EXT. HITSVILLE WEST -- MORNING

               Jacob carries his two guitars.  He notices an untied 
               shoelace.  He sits at the bench, next to an idling bus, to 
               tie it.  The bus pulls away engulfing Jacob with thick, oily 
               smoke staining his face black.

               Jacob walks in the building.  The usual receptionist is not 
               there.  SUZY, age 24 mans the desk on this day.

                                     JACOB
                         What happened to the other 
                         receptionist? 

                                     SUZY
                         Vacation.

                                     JACOB
                         Gary?

                                     SUZY
                         He's here.  Like me to get him?

                                     JACOB
                         Oh no.  That'd be rude.  Gary 
                         doesn't like rude.  I'm here to see 
                         Norman Whitfield

                                     SUZY
                         He's in the studio and can't be 
                         interrupted.

                                     JACOB
                         The studio.  Through here?

                                     SUZY
                         For sure.  You can't go in there.

               Jacob walks down a hallway.  He finds a door marked 
               "Control Room."  A red light flashes above the door.  He 
               tries to open the door, it is locked.  He pounds hard on the 
               door.

                                     JACOB
                         Let me in.

               The door opens.  Assistant One and Assistant Two are on 
               either side of Norman Whitfield.  All three stare at Jacob.

                                     NORMAN
                         Man, didn't you see the damn light?  
                         We're recording.

                                     JACOB
                         I rode my ass three thousand miles 
                         on a freight train to get here and 
                         spent six months cleaning shitters 
                         to see you.

                                     NORMAN
                         Beaver?  Beaver Cleaver from 
                         Detroit?  That you?

               Norman touches Jacob's face.  Some of the diesel oil comes 
               off on his hand.

                                     NORMAN (CONT'D)
                         Man, is there anything you won't do 
                         to get an audition?

                                     JACOB
                         You said you'd give me a listen.  
                         Open your ears.  Here I am.

                                     NORMAN
                         Circumstances changed.

                                     JACOB
                         You promised.

                                     NORMAN
                         Man, I'm in the middle of a session.

                                     JACOB
                         You promised.

               Suzy walks in the control room.

                                     SUZY
                         Sorry Mr. Whitfield.  Should I call 
                         security?

                                     JACOB
                         You promised.

                                     NORMAN
                         Nah, let it be.

                                     JACOB
                         You promised.

                                     NORMAN
                         OK.  I get the feeling I promised. 
                         Slide by tomorrow about 12:30

                                     JACOB
                         Bullshit.  I heard that in Detroit.  
                         12:30 is now.


               INT. HITSVILLE WEST STUDIO -- CONTINUOUS

               Jacob walks out of the control room, into the studio.  A 
               DRUMMER, PIANIST and GUITAR PLAYER are in the studio.  He 
               pulls his electric guitar out of its case.

                                     JACOB
                         Mind if I plug in?

                                     GUITAR PLAYER
                         Help yourself.

               Jacob plugs his guitar into the amp.

                                     JACOB
                         Finally.  I'm ready for my solo, 
                         Mr. Whitfield.

               Jacob kicks into a JAZZ-FUNK JAM.  The drummer and pianist 
               dig the groove and join in.

                                     NORMAN
                              (over speaker in 
                              studio)
                         Beaver, thanks man.  That's enough.  

                                     JACOB
                         Does that mean "no?" After three 
                         thousand miles in a box car I am not 
                         here to hear "no."


               INT. HITSVILLE WEST STUDIO -- NIGHT

               It is several months later.  Jacob, his hair perfectly 
               coifed, his image pristine, is in the studio with fellow 
               musicians.

                                     NORMAN
                         No.  Still not right.  Do it again.

                                     JACOB
                         Oh, man.  We've done 57 takes.

                                     NORMAN
                         I told you when you signed I accept 
                         nothing less than perfection.

                                     JACOB
                         For the sixteen millionth time, I'm 
                         ready for my solo, Mr. Whitfield.   
                         1-2, 1-2-3-4.

               Jacob and the band break into the intro of "Mary is My 
               Life."

                                     ANNOUNCER
                         And now number one.

                                     RADIO JINGLE SINGERS
                         CKLW, The Motor City.

               Various newspaper and magazine headlines touting JJ Mania 
               fade in and out of the screen.

                                     TOM
                         Topping the charts for the eighth 
                         week in a row, JJ Mania continues.  
                         The hottest artist of 1975.  Jacob 
                         Jones and "Mary is My Life."


               INT. STAGE -- NIGHT

               Jacob plays his guitar.  It is a large arena overflowing 
               with adoring fans.  Several young female fans try to jump on 
               stage.  Big Reed Rodney is in Jacob's band.

                                     JACOB
                         Blow, Rodney!

               Rodney breaks into a bad ass sax solo.


               INT. RECORD STORE -- DAY

               The music continues.  Jacob autographs a copy of his album 
               for a fan.  She faints.  Hundreds of fans crowd the store.


               EXT. RECORD STORE -- CONTINUOUS

               The line of fans is several blocks long.


               EXT. LIMOUSINE -- NIGHT

               Jacob has to claw his way through screaming and crying fans 
               to get in the back of his limo.  Rodney rides with him.


               INT. LIMOUSINE -- CONTINUOUS

               Fans press their faces to the window, banging on the door.


               EXT. STAGE -- AFTERNOON

               Jacob and band play a continuation of the same song.  The 
               setting is a large outdoor arena.  It is three-quarters full.


               INT. RECORD STORE -- DAY

               Jacob has another autograph session.  20 people or so wait 
               in line.


               INT. STAGE -- NIGHT

               It is a medium size auditorium, half-filled.  Jacob and 
               band continue on with the song.  Jacob is worn out.


               INT. RECORD STORE -- DAY

               Jacob holds an autograph session.  The store is empty 
               except for a YOUNG MOTHER thumbing through albums, her 
               DAUGHTER, about age 2, sucks on a pacifier as drool spills 
               on the table where Jacob is seated.


               INT. STAGE -- EVENING

               The setting is a small club of about 15 patrons, talking 
               and drinking, not paying attention to Jacob and band as they 
               continue the song.  Jacob is pissed.


               EXT. STAGE PRESENT -- EVENING

               Older Jacob is on the stage singing the song seamlessly 
               from the previous scene.  Signage indicates it is an "Oldies 
               Concert Revue."  Meghan is in the crowd.


               EXT. THE POINT -- NIGHT

               Light rain falls.

                                     JACOB
                         Every time I see you it's raining.

                                     MEGHAN
                         Hasn't rained for thirty years, 
                         then you show up.

                                     JACOB
                         Don't get me going on the "black 
                         cloud" theory.  

               Meghan reaches into her purse and pulls out a reel of 
               recording tape.

                                     MEGHAN
                         I listened to this last week.

                                     JACOB
                         Oh my.

                                     MEGHAN
                         Dusted it off after I heard you 
                         play in Saginaw.

                                     JACOB
                         You drove to Saginaw.  Double oh my.

                                     MEGHAN
                         "Meghan on My Mind," sounds 
                         amazingly like your chart-buster 
                         "Mary is My Life." 

                                     JACOB
                         That chart-buster busted me.  

                                     MEGHAN
                         Was number one for 700 weeks.

                                     JACOB
                         My career was defined by that one 
                         song.  It created me, nurtured me, 
                         abandoned me and consumed me.    

               Meghan walks to her truck and pulls out a record album.

                                     MEGHAN
                         Even I fell into the throes of "JJ 
                         Mania."

               She shows Jacob a copy of his album "JJ."

                                     JACOB
                         You bought my album?

                                     MEGHAN
                         Not then.  No way.  Got this at a 
                         used record store last month.

                                     JACOB
                         Quarter?  Fifty cents?

                                     MEGHAN
                         179.50.  Collectors item.  Rarity.  
                         Very old.  Ancient. Museum piece.

                                     JACOB
                         I was shoved down the public's 
                         throat, until they regurgitated me.  
                         That was it.  No hits no more.  I 
                         became a DJ at a radio station in 
                         LA.  20 years sitting on my ass 
                         playing the same old records.  I got 
                         word my mentor in Kansas City was 
                         dying.  They wouldn't give me time 
                         off, so I quit.  Sold my house, sold 
                         my car, sold my everything.  After 
                         the funeral, I was in the 
                         neighborhood.  

                                     MEGHAN
                         Kansas City.  Michigan.  You're 
                         right, walking distance.

                                     JACOB
                         And I knew I had to come back.

                                     MEGHAN
                         For good?

                                     JACOB
                         For now. I did that gig in Saginaw 
                         for a charity that helps R&B 
                         musicians who are broke.  Going to 
                         do a bunch of those concerts.  

                                     MEGHAN
                         That's nice.

                                     JACOB
                         I owe them that. You're doing OK, 
                         aren't you?  I've seen your web site.

                                     MEGHAN
                         Nothing to it.  Answer questions, 
                         make a few comments.  My 12 year old 
                         niece throws it up on the internet.

                                     JACOB
                         Love the livestock forum.  Your 
                         discussions on banminth and bloody 
                         scours were without a doubt the best 
                         swine talk of all time.

                                     MEGHAN
                         I do live in farm country.  That 
                         reminds me: the smell of pig shit.  
                         You lied.  You never get used to it.

                                     JACOB
                         You never forget its pungent 
                         bouquet.

               A Makersville City Police car drives up.

                                     MEGHAN
                         Look at this.

                                     JACOB
                         Don't believe it.  We're not going 
                         to make you get out to write a 
                         ticket.

               The passenger side window rolls down.  A very YOUNG POLICE 
               OFFICER is seen.

                                     YOUNG POLICE OFFICER
                         You folks alright?

                                     MEGHAN
                         Everything's fine.  Thanks.

                                     YOUNG POLICE OFFICER
                         Probably want to get inside.  Bad 
                         storms heading this way. 

               The patrol car leaves.

                                     JACOB
                         Where'd they get him?  The 
                         playground?

                                     MEGHAN
                         You're old enough to be his 
                         grandfather.

                                     JACOB
                         No.  No.  No.  That's not possible.  
                         You, on the other hand.

                                     MEGHAN
                         Careful.  I carry some potent horse 
                         tranquilizers in my truck.

                                     JACOB
                         Shaken or stirred? 

                                     MEGHAN
                         I suggest something a bit tamer.  
                         Come by for a drink.  I built a 
                         house on the hill.  A few acres, few 
                         horses.

                                     JACOB
                         Done well for yourself, Doctor.

               Meghan walks toward her truck, stops and turns around.

                                     MEGHAN
                         OK in some ways.  Not so well in 
                         others.  

               She gets in the truck, starts the engine.  She puts it in 
               gear, the truck surges forward.  She stomps the brake.

                                     JACOB
                         Is this the same woman who used to 
                         power shift a four-speed Hemi 'Cuda?  
                         Practicing driving skills for when 
                         you retire and move to Florida?

                                     MEGHAN
                         It's still sad when hick town boys 
                         attempt humor.  It's the 
                         transmission.  Damn automatics 
                         anyway.

               Meghan playfully flips her hair like she did when she first 
               met Jacob 30 years before.  Thunder and lightening fill the 
               air as it starts to pour rain.

                                     MEGHAN (CONT'D)
                         Don't drive in this.  Come over.  
                         Dry off.  Get a fresh start in the 
                         morning.  I'll put the light on.  
                         You'll see it from here.  OK?

                                     JACOB
                         Don't know.  Have a couple things 
                         to do first.

               Meghan drives away slowly.  

               Jacob gets in his car and starts the engine.  He puts his 
               car in gear, it lurches forward.  He stomps the brake.

                                     JACOB (CONT'D)
                         Damn automatics anyway. 

               Lights come on at Meghan's home filling the sky with a 
               luminescent halo through the rain.  

               He looks at the tree, toward Meghan's house and back at the 
               tree.  

               He drives toward the light glowing from Meghan's house but 
               passes by and heads to town.  


               INT. JACOB'S CAR -- LATER

               Jacob sits in his car and writes out a check for One 
               Hundred  Thousand Dollars to: Makersville High School Music 
               Scholarship Fund.  He places it in an envelope and seals it 
               shut.


               EXT. MAKERSVILLE HIGH SCHOOL -- CONTINUOUS

               Jacob walks to the front door, sliding the envelope 
               underneath.


               EXT. THE POINT -- MOMENTS LATER

               Jacob drives past the road to Meghan's house.


               EXT. THE FREEWAY -- MOMENTS LATER

               Jacob's car passes the faded, peeling, barely-legible 
               billboard: THANK-YOU FOR VISITING MAKERSVILLE.  A FRIENDLY 
               PLACE TO LIVE AND LEARN.  HOME OF THE 1971 BOYS BASKETBALL 
               STATE CHAMPIONS!  

               A crack of thunder is heard and several flashes of 
               lightening illuminate the dilapidated sign.


               EXT. FREEWAY SIGN -- NIGHT

               Sign reads DETROIT 99 Miles


               EXT. THE GIANT TIRE -- LATER

               In the early morning dawn light Jacob drives by the tire.


               INT. JACOB'S CAR -- CONTINUOUS

               Jacob smiles as he sees the tire.


               EXT. WOODWARD AVENUE -- LATER

               Jacob's car drives past the Fox Theater, Comerica Park, 
               Ford Field and the former Motown Office Building.


               EXT. HITSVILLE USA -- CONTINUOUS

               Jacob's car does a sudden U-turn, parking in front of 
               Hitsville.  GUS III and MEL III, both six years old sit on 
               the bench and watch Jacob's every move.

               Jacob walks to the first step, pats it with his hand and 
               sits down.  He stands, pulls an envelope from his coat 
               pocket and slides it under the door.  

               Jacob walks to the street.  He salutes the building and 
               drives away.  Gus III and Mel III stand on the bench and 
               salute the building.


               EXT. THE POINT -- MORNING

               The sun peeks through the sky.  It is dark enough to see 
               the lights shining at Meghan's house.


               EXT. MEGHAN'S HOUSE -- MOMENTS LATER

               The porch lights go out.  Meghan steps outside.  A 
               telephone rings.  Meghan leaves the door open and goes 
               inside.


               INT. MEGHAN'S HOUSE -- CONTINUOUS

               The caller ID box reads "Jones, Jacob 555-2648."

               Meghan picks up the telephone receiver.

                                     MEGHAN
                         Yes?

               Jacob walks in the house, his cell phone in hand.

                                     JACOB
                         Definitely yes.

               Jacob and Meghan look at each other.  She walks to him.  
               They hug and kiss lovingly.

                                     MEGHAN
                         Hick town boy.  You are so, so 
                         sweet.

               They kiss passionately.


               EXT. MEGHAN'S HOUSE -- CONTINUOUS

               Pulling back away and upward, the house becomes a tiny 
               speck on the landscape.


               MONTAGE OF VARIOUS MAPS

               City of Detroit indicated with a red star just like the 
               Motown map logo.

               The entire Midwest comes into view with Chicago marked.

               The whole eastern half of the U.S. with Memphis, 
               Philadelphia and New York City marked.

               All of the United States is shown.  Los Angeles is marked.

               Pulling further back London is shown on the map.  A Motown 
               red star marks the city of Glasgow, Scotland.

               END MONTAGE

                                                                  FADE OUT:

               FADE IN TAG SCENE:


               EXT. COFFEE SHOP PRESENT -- DAY

               It is run-down and deserted.  An eerie wind BLOWS.   

               Through the filthy front window is the table with a dusty 
               coffee pot, grimy ashtrays, faded cigarette packs and the 
               discolored pink scrapbook.  

               Three skeletons sit in the chairs where Louise, Jane and 
               Roxie used to hold court.  

               In each bony jaw is an old cigarette with dead ash trailing 
               out the front.  

               In rapid succession the heads fall off the skeletal bodies.

                                                                  FADE OUT.

                                         THE END