"In writing fiction, the more fantastic the tale, the plainer the prose should be. Don't ask your readers to admire your words when you want them to believe your story." - Ben Bova [ more quotes ]

LITTLE MISS SUNSHINE

by Michael Arndt

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

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

Begin CREDITS.

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

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

INT. BASEMENT REC ROOM - DAY

A six-year-old girl sits watching the show intently.

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

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

Then, using a remote, she FREEZES the image.

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

Again, Miss America hears her name announced, and once again
breaks down in tears -- overwhelmed and triumphant.

RICHARD (V.O.)
There's two kinds of people in this
world -- Winners... and Losers.

INT. CLASSROOM - DAY

RICHARD (45) stands at the front of a generic community
college classroom -- cinderblock walls, industrial carpeting.

He wears pleated khaki shorts, a golf shirt, sneakers. He
moves with the stocky, stiff-legged gait of a former athlete.
His peppy, upbeat demeanor just barely masks a seething sense
of insecurity and frustration. MUSIC continues underneath.

RICHARD
If there's one thing you take away
from the nine weeks we've spent, it
should be this: Winners and Losers.
What's the difference?

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

The slides mimic Darwin's "Evolution of Man" chart, except
that they show a lumpy, hunched-over, sad-sack "Loser" evolve
into a smiling, triumphant, arms-over-his-head "Winner".

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

Richard puts down his remote for the big finale. In the dim
half-light, it's a hushed, dramatic moment.

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

Big smile.

REVERSE ANGLE -- There are twenty STUDENTS in a classroom
that could seat two hundred. They CLAP half-heartedly.

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

SHERYL (V.O.)
...Yeah, I'm on my way now.

INT. CAR - DAY

A woman, SHERYL, 40s, is smoking and talking on a cell phone
as she weaves through a strip-mall landscape. She wears office
attire and a name tag that reads, "Sheryl".

SHERYL
...I don't know how long... I don't
know...! Richard, he doesn't have
anywhere else to go!

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

SHERYL
I'm not smoking... I'm not! Look,
I'm at the hospital...
(beat)
Yeah, I'll pick up a bucket of
chicken. Okay, bye.

She beeps off her phone.

EXT. HOSPITAL CORRIDOR - DAY

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

As she tries to enter, a DOCTOR emerges. They nearly collide.

DOCTOR
Ms. Harvey?
(Sheryl nods)
Your brother's fine...

Sheryl exhales, hugely relieved.

INT. HOSPITAL ROOM - DAY

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

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

DOCTOR (O.S.)
...Keep him away from sharp objects:
knives, scissors... If you have
medications -- depressants -- in
your house, keep them secured...

INT. HOSPITAL CORRIDOR - DAY

Sheryl listens to the Doctor.

DOCTOR
I'd prefer to keep him, but...

SHERYL
I know, the insurance...

She shakes her head and sighs.

DOCTOR
You want to see him...?

INT. HOSPITAL ROOM - DAY

Sheryl and the Doctor enter. Frank barely reacts.

SHERYL
Hey, Frank...

FRANK
Sheryl.

Fighting tears, she goes and hugs him.

SHERYL
I'm so glad you're still here.

FRANK
Well. That's one of us.

INT. BATHROOM - DAY

Two hands spill a brown powder onto a small mirror.

A razor blade cuts the powder into lines.

A rolled-up dollar bill lowers. The lines are snorted.

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

This is GRANDPA, 80 years old.

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

INT. DWAYNE'S BEDROOM - DAY

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

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

JUMP CUTS:

Dwayne does vertical sit-ups on a wall-mounted brace.

Dwayne does vertical push-ups leaning against the wall.

Dwayne breathes heavily, having finished his work-out.

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

On the roll is a long grid of maybe a thousand squares. About
half the squares have been filled in with magic marker.

Dwayne uncaps a magic marker and fills in one more square.

INT. CAR - DAY

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

SHERYL
You want to talk? Or no?

Frank stares at the road in front of them. Finally:

FRANK
No.

SHERYL
Okay.

She nods. They keep driving.

FADE TO BLACK

TITLE: "LITTLE MISS SUNSHINE"

MUSIC ENDS.

INT. KITCHEN - DAY

An empty kitchen. A phone and answering machine sit in the
FOREGROUND. The message light is BLINKING.

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

SHERYL
(calling out)
Hello! Anyone...?!

INT. HALLWAY - DAY

She leads Frank down a hallway. He follows passively.

SHERYL
Down here. We have you with Dwayne.

She knocks and pushes open the door to Dwayne's room. Dwayne
is on the bed, reading THUS SPOKE ZARATHUSTRA. He sits up.

SHERYL
Dwayne? Hi, Uncle Frank's here,

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

SHERYL
He doesn't mind, Frank. We talked.

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

SHERYL
We can't have you sleeping alone.
The doctors said...
(he looks at her)
I'm sorry. I have to insist.

Dwayne gets up and exits the room, pushing past them and
avoiding eye contact. Sheryl enters the bedroom.

INT. DWAYNE'S BEDROOM - DAY

Sheryl goes and brushes off a cot. Frank remains outside.

SHERYL
You'll get along fine. He's really
quiet. Look, I set up a cot.
(he hesitates)
Please, Frank? Please?

Very unhappily, Frank enters the room and just stands there.

SHERYL
Thank you. I gotta start dinner.
Come out when you're settled? And
leave the door open. That's important.
(beat)
I'm glad you're here.

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

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

Frank glances at the sleeping bag, then averts his eyes.

This is pretty much the worst moment of his life.

INT. DINING ROOM - DAY

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

SHERYL
Dwayne, honey, there's a bucket of
chicken in the car. Can you get it
and I'll make a salad?

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

SHERYL
Olive?!

OLIVE (O.S.)
Yeah?!

SHERYL
Is Grandpa with you?!

OLIVE (O.S.)
Yeah!

SHERYL
What are you guys doing?

OLIVE (O.S.)
Rehearsing!

SHERYL
Okay! Dinner in ten minutes!

OLIVE (O.S.)
Okay!

INT. KITCHEN - DAY

Sheryl enters, opens the refrigerator, and begins pulling
out stuff to make a salad.

Abruptly, from the kitchen side door, Richard enters.

RICHARD
Hi.

SHERYL
Hi. Frank's here.

RICHARD
Oh. Did Stan Grossman call?

SHERYL
Check the machine.

He walks over and hits the answering machine.

MACHINE
Hello. You have one message.

It rewinds. Dwayne enters holding a bucket of KFC.

SHERYL
Just put it on the table, hon. And
can you set the table? We'll do paper
plates tonight. I'll get cups and
napkins.

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

JEFF (O.S.)
Sheryl, hey, it's Jeff. Listen, great
news. You know, when Olive was down
here last month, she was runner up
in the regional Little Miss
Sunshine...?

RICHARD
(calling to Sheryl)
It's from Jeff.
(to himself)
Fuck!

He stalks off. The MESSAGE plays to the empty kitchen.

JEFF (O.S.)
(filtered)
...Well, they just called me and
said that the girl who won had to
forfeit her crown. I don't know why --
something about diet pills -- but
anyway, that means Olive won the
regionals, so now she has a place in
the State contest in Boca. They want
to make sure she can make it, so I
said you'd call them...

Sheryl re-enters. She tries to listen to Jeff's message.

JEFF (O.S.)
...The woman's name is Lauren
Henderson and her number...

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

RICHARD
(into phone)
Richard Harvey for Stan Grossman.
Can you reach him...?! Yeah, tell
him I want to know this thing is
done -- I'm waiting for the numbers.
No, I understand that. I understand.
Look, he has my cell, if he could
just call me anytime over the weekend
and let me know we're on, I'd be
very, very grateful. Okay. Thank
you. Bye.

He hangs up.

RICHARD
Bitch.

SHERYL
Richard...! So what happened with
Stan Grossman?

RICHARD
He's still in Atlanta.

SHERYL
So why hasn't he called you?

RICHARD
Will you let me worry about this?!

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

SHERYL
Dwayne, can you check on Frank? Tell
him it's dinner time.

Dwayne nods and heads off. Sheryl walks back to the door to
the downstairs rec room and opens it again.

SHERYL
Olive?! Dinner time!

OLIVE (O.S.)
Okay!

INT. DWAYNE'S BEDROOM - DAY

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

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

FRANK
Dinner?
(Dwayne nods)
What? You don't talk anymore?
(Dwayne shakes his
head)
Why not?

Dwayne rolls his eyes and half-shrugs.

FRANK
You can talk. You just choose not
to?

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

FRANK
Is that Nietzsche? You don't speak
because of Friedrich Nietzsche?

Dwayne nods, turns and leaves. Frank considers this.

FRANK
Far out.

INT. DINING ROOM - DAY

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

SHERYL
Frank, you can sit here, next to
Dwayne. Here's the salad. I'm gonna
run get Sprite for everyone.

She walks off, pausing to open the rec room door again.

SHERYL
Olive! Come on! Dinner time!

OLIVE (O.S.)
Coming!!!

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

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

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

This intrigues him. He ventures:

FRANK
Got a girlfriend?

Dwayne looks at Frank, then shakes his head.

FRANK
Boyfriend?

Dwayne gives Frank a look.

FRANK
Kidding. Kidding. I know.
(beat)
So who do you hang out with?

Dwayne shakes his head.

FRANK
No one? There must be someone...!
(Dwayne shakes his
head)
You don't hang out with anyone? Oh
come on. You must have one friend!

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

He shows it to Frank. It reads:

"I hate everyone."

FRANK
Everyone? What about your family?

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

"I hate everyone!!!"

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

FRANK
You hate me?

Dwayne considers this. He scribbles a new note. It reads:

"Not yet."

FRANK
Fair enough.

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

RICHARD
Frank. Good to see you.

FRANK
Richard...

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

RICHARD
I'm gonna get Olive.

He walks to the downstairs doorway and shouts.

RICHARD
Dad! Olive! Come on!

OLIVE (O.S.)
(shrieking)
We're coming!!!

Sheryl enters with a big bottle of Diet Sprite.

SHERYL
You guys, go on and start. Frank,
some Sprite? I want everyone to have
at least a little salad.

FRANK
Thanks, Sheryl.

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

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

The meal begins. Three seconds of silence.

FRANK
So, Sheryl... I couldn't help notice
Dwayne has stopped speaking.

SHERYL
Oh! I'm sorry. Dwayne's taken a vow
of silence.

FRANK
You've taken a vow of silence?!

Dwayne nods.

SHERYL
He's gonna join the Naval Academy
and become a fighter pilot. He's
taken a vow of silence until he
reaches that goal.

FRANK
(to Dwayne)
You're kidding...!

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

OLIVE
Hi, Uncle Frank!

FRANK
Olive. Boy, you're gettin' big!
(to Sheryl)
Is she big for her age?

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

OLIVE
What happened to your arms?

SHERYL
Olive...

FRANK
No, it's okay. I had a little
accident. I'm okay now.

RICHARD
How's the new routine coming?

OLIVE
It's good.

RICHARD
When're you gonna let us see it?

OLIVE
I dunno. It's up to Grandpa.

GRANDPA
A couple of days. It needs a polish.

Olive sits. Grandpa walks to the table.

GRANDPA
What is this?! Chicken?! Every day
it's the chicken! Holy God almighty!
Is it possible, just one time, we
could have something for dinner except
the goddamn fucking chicken?!

Sheryl ignores him. Richard tries to cut him off.

RICHARD
Dad... Dad... Dad... Dad!!!

GRANDPA
I'm just saying...!

RICHARD
If you want to cook or buy your own
food, you're more than welcome...

GRANDPA
Christ. Y'know, at Sunset Village...

RICHARD
If you liked Sunset Village so much
maybe you shouldn't have gotten
yourself kicked out of there...!

GRANDPA
(waves dismissively)
Ahhhh...!

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

FRANK
When did you start? With the vow?

Dwayne shrugs. He doesn't care to comment.

RICHARD
It's been nine months. He hasn't
said a word. I think it shows
tremendous discipline.

SHERYL
Richard...

RICHARD
I'm serious! I think we could all
learn something from what Dwayne's
doing! Dwayne has a goal. He has a
dream. It may not be my dream, or
your dream, but still... He's pursuing
that dream with focus and discipline.
In fact, I was thinking about the
Nine Steps...

GRANDPA
Oh, for crying out loud...!

RICHARD
(evenly)
...About the Nine Steps, and how
Dwayne's utilizing at least seven of
them in his journey to personal
fulfillment.

SHERYL
Richard. Please.

RICHARD
I'm just saying! I've come around! I
think Dwayne deserves our support.

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

OLIVE
How did it happen?

FRANK
How did what happen?

OLIVE
Your accident...

SHERYL
Honey...

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

FRANK
No, it's okay. Unless you object...

SHERYL
No, I'm pro-honesty here. I just
think, you know... It's up to you.

FRANK
Be my guest...

SHERYL
Olive, Uncle Frank didn't really
have an accident. What happened was:
he tried to kill himself.

OLIVE
You did? Why?

RICHARD
I don't think this is an appropriate
conversation.
(to Olive)
Let's leave Uncle Frank alone.

A beat. Olive has stopped eating.

OLIVE
Why did you want to kill yourself?

RICHARD
Frank. Don't answer that question.

Frank stares at Richard. He turns back to Olive.

FRANK
I tried to kill myself because I was
very unhappy.

RICHARD
(overlapping)
Don't listen, honey, he's sick and
he doesn't know what he's...

SHERYL
Richard... Richard... Richard...

RICHARD
What?! I don't think it's appropriate
for a six year old!

SHERYL
She's gonna find out anyway. Go on,
Frank.

OLIVE
Why were you unhappy?

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

FRANK
Well, there were a lot of reasons.
Mainly, though, I fell in love with
someone who didn't love me back...

OLIVE
Who?

FRANK
One of my grad students. I was very
much in love with him.

OLIVE
Him? It was a boy? You fell in love
with a boy?

FRANK
Yes. I did. Very much so.

This is new to Olive. She thinks it over.

OLIVE
That's silly.

FRANK
You're right. It was very, very silly.

GRANDPA
There's another word for it...

RICHARD
Dad....

OLIVE
So... That's when you tried to kill
yourself...?

FRANK
Well, no. What happened was: the boy
I was in love with fell in love with
another man, Larry Sugarman.

SHERYL
Who's Larry Sugarman?

FRANK
Larry Sugarman is perhaps the second
most highly regarded Proust scholar
in the U.S.

RICHARD
Who's number one?

FRANK
That would be me, Rich.

OLIVE
So... That's when you tried...?

FRANK
Well, no. What happened was: I was a
bit upset. I did some things I
shouldn't have done. Subsequently, I
was fired, forced to leave my
apartment and move into a motel.

OLIVE
Oh. So that's when...?

FRANK
(hesitates)
Well, no. Actually, all that was
okay. What happened was: two days
ago the MacArthur Foundation decided
to award a "genius" grant to Larry
Sugarman.
(deep breath)
And that's when...

GRANDPA
...You tried to check out early.

FRANK
Yes. And I failed at that as well.

RICHARD
Olive, what's important to understand
is that Uncle Frank gave up on
himself. He made a series of foolish
choices, and then he gave up on
himself, which is something that
winners never do.

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

SHERYL
So that's the story, okay? Let's
move on. Olive, how's your new routine
coming?

OLIVE
Fine. I told you.

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

FRANK
Is he always like this?
(Dwayne nods)
How can you stand it?

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

"I can't."

Frank nods. Richard addresses Olive.

RICHARD
Honey, tell Frank why you're doing
your dance routine.

FRANK
Olive. Why are you doing a dance
routine?

OLIVE
For Little Miss Crab-Cakes.

FRANK
(arch)
A-ha! Just as I suspected...!

SHERYL
Honey, tell him what Little Miss
Crab-Cakes is.

OLIVE
Little Miss Crab-Cakes is a beauty
contest for everyone in Maryland.
But you have to be six or seven years
old and you have to be a girl.

Frank looks skeptically at Sheryl.

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

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

Olive takes the question like a pro.

OLIVE
I think I can win. 'Cause a lot of
the new girls -- they don't have the
experience.

FRANK
Well, good luck.

RICHARD
It's not about luck. Luck is the
name that losers give to their own
failings. It's about wanting to win.
Willing yourself to win. You got to
want it badder than anyone.

OLIVE
I do!

RICHARD
Do you? Really?
(a beat; she nods)
Then you're gonna be a winner!

She smiles. Dwayne shakes his head and keeps eating.

SHERYL
Richard...

RICHARD
What?! It's true!

OLIVE
I was runner up in Florida!

FRANK
When were you in Florida?

SHERYL
Spring break. Jeff had custody for
two weeks. Olive made it to the top
of the Regionals down there.

OLIVE
I was second place.

RICHARD
Sher, y'know, there's a message from
Jeff on the machine.

SHERYL
Yeah, Did you hear what it was?

RICHARD
Actually, it was something about
Little Miss Sunshine.

OLIVE
What? Little Miss Sunshine? What?!

She runs off. Sheryl follows Olive into the kitchen.

INT. KITCHEN - DAY

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

JEFF (O.S.)
(filtered)
Sheryl, hey, it's Jeff...!

INT. DINING ROOM - DAY

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

INT. KITCHEN - DAY

Olive and Sheryl listen.

JEFF (O.S.)
(filtered)
...Something about diet pills, but
anyway that means that Olive won the
regionals, so now she has a place in
the State contest in Boca...

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

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

OLIVE
Aaahhhhhhh!!! Aaahhhhhhhhhhhhh!!!
Little Miss Sunshine! Little Miss
Sunshine! Little Miss Sunshine!!!

She goes running out into the dining room.

OLIVE (O.S.)
Little Miss Sunshine! Little Miss
Sunshine! Little Miss Sunshine!!!

Sheryl closes her eyes.

SHERYL
Fuck...!

Sheryl picks up the cordless phone, dials.

INT. DINING ROOM - DAY

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

OLIVE
I won! I won! I get to go to the
Championship! Oh, God! Oh, my God!
(beat)
I gotta pack! I gotta go pack!

She rushes off to the downstairs doorway and disappears.

RICHARD
Wait, Olive, finish your dinner!

OLIVE (O.S.)
I'm finished!

GRANDPA
What happened?

SHERYL
Apparently, the girl who won Regionals
was disqualified. So Olive has her
place in the Finals.

RICHARD
When are they?

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

She grabs Dwayne's pen and pad. She scribbles.

SHERYL
Uh-huh. In Boca Raton. This Sunday?!
Can you take her? You can't put it
off? No, it's just... We have to
figure this out. No, I'll give this
lady a call and we'll figure it out.
Right. Bye.

She hangs up.

RICHARD
It's Sunday? Can Jeff and Cindy take
her?

SHERYL
(shakes her head)
They're going to Maui.

They all look at each other.

INT. REC ROOM - DAY

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

INT. KITCHEN - MOMENTS LATER

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

Richard follows Sheryl. Grandpa follows Richard.

SHERYL
I have to go. I promised Olive I'd
take her if she made the finals.

RICHARD
You promised?

GRANDPA
I'm going.

RICHARD
Wait a minute, Dad...

SHERYL
We'll fly down, come back Monday.

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

RICHARD
How're you gonna get around down
there?

SHERYL
We'll rent a car.

RICHARD
And stay in a hotel?

SHERYL
We can afford it...!

RICHARD
Sheryl...! This is seed money!

SHERYL
Well, maybe if I had help bringing
it in, y'know?! It all goes to your
Nine Steps, which is not...

RICHARD
Honey... Honey... Honey...
(patient)
As soon as I hear from Stan, we'll
get the advance, I will pay you back,
we'll start generating revenue. But
in the meantime...

Sheryl exhales, grits her teeth, shakes her head.

SHERYL
Okay, we'll drive down.

RICHARD
In the Miata? How're you gonna fit
Grandpa?

SHERYL
Grandpa doesn't have to come.

GRANDPA
What...?! I coached her! I gave her
the steps! I have to be there!

RICHARD
Why don't you take the VW?

SHERYL
I can't drive a shift, Richard! I've
tried, and I can't do it!

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

SHERYL
We'll fly down.

RICHARD
We can't afford it.

SHERYL
Well, that's what we're gonna do!
Unless you have a better idea.

She slams the freezer door and heads for the dining room.

INT. DINING ROOM - CONTINUOUS

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

SHERYL
Here. This is dessert.

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

Dwayne and Frank glance at each other, then tentatively take
popsicles for themselves. Richard takes a deep breath.

RICHARD
Okay. I'll drive the bus.

GRANDPA
No! I'll take her on a plane!

Everyone ignores Grandpa. Sheryl considers Richard's idea.

SHERYL
What about Dwayne and Frank?

RICHARD
They can stay here.

Dwayne and Frank look at each other.

SHERYL
Richard. I was told explicitly I
could not leave Frank by himself. No
offense, Frank.

FRANK
None taken,

RICHARD
Well, I guess we can't go then! I
mean, unless we take Frank and Dwayne
with us!

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

INT. OLIVE'S BEDROOM - DAY

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

INT. DINING ROOM - DAY

Sheryl pleads with Dwayne.

SHERYL
Dwayne, please. For your sister?

RICHARD
Come on, Dwayne! It'll be fun!

Everyone stares at him. Dwayne takes his pad out and writes.
Frank reads over his shoulder as it comes out.

FRANK
This... is... unfair... All... I...
ask... is... that... you... leave...
me... alone."

Dwayne stops writing, folds his arms. In the background, we
HEAR Olive packing. Sheryl turns to Dwayne.

SHERYL
Dwayne: Flight school. I'll give
permission. Come on. It'll be fun.
You can go to the beach.

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

FRANK
"But... I'm... not... going... to...
have... any... fun!!!"

He puts his hand on Dwayne's shoulder.

FRANK
We're all with you on that one,
Dwayne.

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

OLIVE
Grandpa? Is Grandpa coming to Florida?

SHERYL
We're all coming.

RICHARD
Sheryl, wait. Olive, come here. Have
a seat.

Olive walks over and sits next to Richard.

RICHARD
Now there's no sense in entering a
contest if you don't think you're
gonna win. Now, do you think you can
win Little Miss Sunshine?

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

RICHARD
Yes or no, Olive. Are you gonna win?

Olive thinks it over. Then, with white-hot determination:

OLIVE
Yes!

Richard smiles and slaps the table.

RICHARD
We're goin' to Florida!

INT. VW BUS - ON THE ROAD - DAY

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

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

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

No one says anything. They've been driving a while.

Grandpa's arms hang limply by his side.

GRANDPA
Jesus, I'm tired. I am so fucking
(to Dwayne)
You know how tired I am? If some
girl came up to me... begged me to
fuck her... I couldn't do it. That's
how tired I am.

RICHARD
Dad! Your language...! Please!

GRANDPA
She's listening to the music...!
(loud)
Hey, Olive! I'll give you a million
dollars if you turn around!

Olive is oblivious.

RICHARD
Okay, but still, the rest of us...

GRANDPA
rest of you...
(to Dwayne)
Can I give you some advice?
(Dwayne shakes his
head)
I'll do it anyway. I don't want you
making the same mistakes I did when
I was young.

RICHARD
Great. I can't wait to hear this,

GRANDPA
Dwayne? This is the voice of
experience talking. Are you listening?
(Dwayne nods)
Kid: Fuck a lot of women. Not just
one woman. A lot of women. You're
young...

RICHARD
Okay, Dad? I think that's enough.

GRANDPA
(ignores him)
You gettin' any right now? Tell me,
really.

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

GRANDPA
Jesus! You're, what? Fifteen? You
should be gettin' that young stuff.
There's nothing in the world better
than the young stuff!

RICHARD
Okay, Dad, enough. Stop it!

GRANDPA
Would you kindly not interrupt me,
Richard?
(to Dwayne)
Look: right now, you're jailbait,
they're jailbait. So it's fine. The
minute you turn eighteen -- Bam!
You're lookin' at three to five.

RICHARD
Dad, I'm gonna pull over...

GRANDPA
So pull over! You're not gonna shut
me up! Fuck you! I lived 80 years!
You're like those fuckers at Sunset
Village...!

FRANK
What happened at Sunset Village?

SHERYL
Frank, don't encourage him.

GRANDPA
I'll tell you what happened! I pay
my money, they let me in. I should
be able to do what the fuck I want!

SHERYL
He started snorting heroin.

FRANK
You started snorting heroin?!

GRANDPA
I'm eighty!

FRANK
You know, that stuff'll kill you.

GRANDPA
What am I, an idiot?
(to Dwayne)
And don't you get ideas. When you're
young, you're crazy to do that shit.

FRANK
What about you?

GRANDPA
Me?! I'm old! You get to be my age --
you're crazy not to do it.

Frank looks at Sheryl -- You're letting this happen? Sheryl
waves her hands, exasperated.

SHERYL
We've tried, believe me! He's worse
than a two year old. The intervention
was a fiasco.

RICHARD
Can we please talk about something
else now?

FRANK
So I take it you didn't like it at
Sunset Village?

GRANDPA
Are you kidding? Fucking paradise
there! They cook for you. Clean for
you. You got golf. A pool. Now I'm
stuck with Mr. Happy here, sleeping
on a sofa!

FRANK
Aren't there other places?

SHERYL
He keeps getting kicked out. Sunset
was number four.

GRANDPA
Motherfuckers.
(to Frank)
Hey, listen: I know you're a homo,
but... You go to one of these places?
There's four women for every guy.
What does that say to you?

FRANK
You must've been pretty busy.

GRANDPA
Oh, man. They were knockin' on my
door day and night! It was almost
too much! If I didn't have those
little fuckin' blue pills... Forget
about it!

Olive sees Frank grinning at Grandpa. She takes off her
headphones and turns around.

OLIVE
What are you guys talking about?

GRANDPA
Politics.

OLIVE
Oh.

A beat. She puts her headphones back on.

GRANDPA
(to Dwayne)
Fuck a lot of women, kid. I got no
reason to lie to you. Not just one
woman. A lot of women.

INT. DINER - DAY

Everyone sits in a round booth, looking at menus.

OLIVE
Mom, how much can we spend?

SHERYL
I'd say four dollars. Anything under
four.

Olive nods. A WAITRESS arrives.

WAITRESS
Hi, you ready?

RICHARD
Yeah. Number five. And coffee.

SHERYL
Number seven, over easy. And
grapefruit juice.

FRANK
Fruit plate. And you have chamomile?
With honey. Thanks.

GRANDPA
The Lumberjack. Coffee. Extra bacon.

RICHARD
Dad...

SHERYL
Richard, don't start...

RICHARD
He's gonna kill himself...!

SHERYL
It's his life.

GRANDPA
Thank you, Sheryl.

She shrugs. Dwayne holds up his note pad.

WAITRESS
Garden salad? And you?

OLIVE
Urn... Sorry! I'm sorry!

WAITRESS
Take your time...!

RICHARD
Don't apologize, Olive. It's a sign
of weakness.

Frank rolls his eyes. Olive sees something.

OLIVE
Oh, oh! I want waffles. And... what
does "A la mod-ee" mean?

WAITRESS
It means it comes with ice-cream,

OLIVE
Okay! A la mod-ee!

SHERYL
Olive. For breakfast?

OLIVE
You said, "Four dollars"!

SHERYL
Okay, fine. You're right.

WAITRESS
Okay! Be right back!

She departs.

FRANK
Actually, Olive...? "A la mode" in
French translates literally as "in
the fashion". A... la... mode. Mode
is derived from the Latin "modus",
meaning due or proper measure. There's
kind of a funny story about...

RICHARD
(cutting in)
Frank...? Shut up.

SHERYL
Richard...!

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

RICHARD
Olive, can I tell you something about
ice-cream?
(she nods)
Ice cream is made from cream, which
comes from cow's milk. And cream has
a lot of fat in it...

SHERYL
Richard...

RICHARD
What? "She's gonna find out anyway."
Right?

OLIVE
Find out what?

RICHARD
Well, when you eat ice-cream, the
fat in the ice-cream becomes fat on
your body...

SHERYL
Richard, I swear to God...!

OLIVE
What? What's wrong?

SHERYL
Nothing, honey. Nothing's wrong.

RICHARD
So if you eat lots of ice-cream,
you're gonna become big and fat. But
if you don't, you'll probably stay
nice and skinny.

Sheryl puts her head in her hands.

GRANDPA
Olive, Richard's an idiot. I like a
woman with meat on her bones.

Olive is confused.

OLIVE
I don't... Mom! Why is everyone so
upset?

SHERYL
I'm not upset, honey. I just want
you to understand: It's okay to be
skinny, and it's okay to be fat, if
that's how you want to be. Whatever
you want -- it's okay.

Richard rolls his eyes.

RICHARD
Okay, but, Olive, let me ask you:
the women in Miss America...? Are
they skinny, or are they fat?

OLIVE
Well... They're skinny, I guess.

RICHARD
Okay! So they probably don't eat a
lot of ice-cream. Do they?

Just then, the waitress arrives with a tray.

WAITRESS
Okay: Coffee, coffee, grapefruit,
chamomile. And here's your ice-cream.
A la mod-ee, right? I'll have your
waffles in a sec!

She departs. Olive stares at the ice-cream. Finally :

OLIVE
Does anyone want my ice-cream?

Sheryl just closes her eyes. Grandpa jumps in.

GRANDPA
Yeah, I'll have a bite. You mind?
Dwayne? Frank? Olive's giving away
her ice-cream here.

Dwayne and Frank quickly snap to.

FRANK
You mind if I have a little?

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

GRANDPA
(loudly)
Boy, this is good ice-cream! I feel
sorry for the people at this table
who aren't enjoying delicious ice-
cream early in the morning. Olive,
you're not givin' away all your ice-
cream? What about your waffles? You
can't eat waffles without the ice-
cream! You'll have lonely waffles in
your stomach! C'mon, have a bite.

OLIVE
Wait. Don't take it all! Stop!

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

RICHARD
Olive...

SHERYL
Richard...!

She glares at him, ferocious. Richard shuts up.

EXT. PARKING LOT - DAY

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

RICHARD
(into phone)
Stan! Richard! Look, I know you're
busy, but we're dying to hear what
kind of numbers you came up with in
Atlanta. Call when you can.

He clicks off as Sheryl, Olive and the others exit the diner.
They trudge across the parking lot to the VW van.

SHERYL
You get him?

RICHARD
I can't get a signal out.

OLIVE
How long 'til we get there?

RICHARD
A long time.

OLIVE
I know, but... how long?

RICHARD
We're doing six hundred miles today,
and two hundred tomorrow. It's a lot
of driving.

SHERYL
Honey, I'll drive a while.

RICHARD
No, it's okay...

SHERYL
No, you're right. I gotta learn to
do this. I mean, you're doing it.
How hard can it be?

INT. VW BUS - PARKED - DAY

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

RICHARD
Push the stick down hard!

SHERYL
I'm pushing hard!

RICHARD
Put the clutch in all the way!

SHERYL
It's on the floor!

JUMP CUT TO:

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

INT. SERVICE STATION GARAGE - DAY

Richard and Sheryl talk to a MECHANIC.

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

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

MECHANIC
Well, you got a problem. Your clutch
is shot.

RICHARD
Can we get a new one?

MECHANIC
Well, I tell you what: These old
buses? We'd have to order it.

RICHARD
How long'd that take?

MECHANIC
Well, it's the weekend, so... Maybe
Thursday?

Richard and Sheryl react.

EXT. SERVICE STATION - DAY

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

Frank looks on wistfully as Sheryl -- thirty yards away --
glances worriedly between Richard and the Mechanic. Frank
notices Dwayne's stare. He speaks without looking at Dwayne.

FRANK
I don't know if you know this, but
growing up? Your Mom was the cool
one. She turned me on to Proust. She
could've done anything.

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

"What happened?"

Frank looks at the pad, then at Dwayne.

FRANK
She had you, Dwayne.

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

INT. SERVICE STATION GARAGE - DAY

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

RICHARD
Okay, looks we've come two hundred
miles... Is there a dealership around
here?

MECHANIC
Well, you could call over to
Clarksville, but they're probably
closed. Y'know, it's the weekend.

RICHARD
Yes, we're all aware of that.

Silence. The Mechanic feels bad for them. Dwayne re-enters,

MECHANIC
Well, I tell you what: these old
buses? You don't need a clutch to
shift from third to fourth. You just
ease up on the gas. You only really
need the clutch for first and second.

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

MECHANIC
What I'm sayin' is: as long as you
keep parkin' on a hill, you get
yourself goin' fifteen, twenty miles
an hour, and you just start up in
third. Then you shift between third
and fourth.

RICHARD
And you can drive like that?

MECHANIC
Oh, yeah. The problem's just getting
up that speed up. As long as you
keep parkin' it on a hill, you're
fine. My brother and I once drove
from here to Canada...

RICHARD
What if you're not on a hill?

MECHANIC
What?

RICHARD
I mean, it's sitting here right now.
There's no hill. How do we...?

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

MECHANIC
Well, I tell you what: You get enough
people -- you just get behind there
and push. Just push it up to ten,
fifteen miles an hour, and you just
go. Everybody jump inside, and you
just go!

They all stare at him.

EXT. PARKING LOT - DAY

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

RICHARD
Okay, ready?! Olive, Dad: I want you
in the car first.

OLIVE
I know. We know.

RICHARD
Okay, is everyone ready?

SHERYL
Yes! Let's go!

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

FRANK
I just want everyone here to know
I'm the pre-eminent Proust scholar
in the United States.

RICHARD
Okay, go! Push!

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

RICHARD
Olive, Dad, get in! Sheryl!

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

RICHARD
Okay, I'm puttin' it into gear! Get
ready!

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

SHERYL
Okay, get in! Get in!
(to Richard)
Slow down! You're losing them!

RICHARD
I can't! I can't slow down!

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

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

INT. VW BUS - ON THE ROAD - DAY

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

RICHARD
Is that it? Are we in?

FRANK
(to Dwayne)
"No one gets left behind! No one
gets left behind!" Outstanding,
soldier! Outstanding!

Frank salutes him. Dwayne smiles, embarrassed.

INT./EXT. VW BUS, ON THE ROAD - DAY - DRIVING MONTAGE

The VW drives down an on-ramp onto the Interstate.

The VW cruises down 1-95. Signs pass. Scenery goes by.

Inside the bus, everyone just stares out the windows.

Later, Grandpa is doing magic tricks for Olive. He produces
a quarter from behind her ear and gives it to her.

Later, everyone is playing rock, paper, scissors.

Still later, everyone is back to doing nothing.

INT. VW BUS - ON THE ROAD - DAY

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

RICHARD
...So I start pitching "The Winner
Inside" to Stan... Two minutes in,
he stops me, says, "I can sell this."

FRANK
Wow.

RICHARD
This is the guy who broke Tony
Robbins! He knows how to do it --
start with the book; media tour;
then corporate events, consulting,
videos series, direct buys on TV...
There's a science in how you roll
these things out.

FRANK
Interesting...!

RICHARD
So now he's at the Expo in Atlanta --
he's been hyping it up, building the
buzz -- he's gonna send it out, do a
ticking clock auction.

FRANK
How about that...!

RICHARD
And I can detect that note of sarcasm,
Frank...

FRANK
What sarcasm?!

RICHARD
...But I just want you to know -- I
feel sorry for you.

FRANK
You do? Good.

RICHARD
Because sarcasm is the refuge of
losers.

FRANK
It is?! Really?!

RICHARD
Sarcasm is just the sour grapes of
losers trying to pull winners down
to their level. That's one of the
lessons of Step Four.

FRANK
Wow, Richard! You've really opened
my eyes to what a loser I am! Say,
how much do I owe you for those pearls
of wisdom?

RICHARD
It's on me, buddy. It's on me.

SHERYL
Okay, you guys, enough. Frank, stop
it.

FRANK
(pointing)
"He started it!"

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

SHERYL
You are bad! You are so bad!

FRANK
I know!

RICHARD
Yeah, go on and laugh. You're
whistling past the graveyard.

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

RICHARD
There! That's the call I've been
waiting for! Everybody, please!
Everyone...?!
(clicks the phone)
Stan! Hello...? Hello?! Hello?!

EXT. CONVENIENCE STORE / PHONE BOOTH - DAY

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

INT. PHONE BOOTH - DAY

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

RICHARD
Stan! Richard! Yeah, yeah, no problem!
So... What'd we get?

He listens. Gradually, his face falls.

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

SHERYL
Honey, I'm gonna use the ladies room.
You need to go?

OLIVE
No. I'm gonna practice my routine
over here.

SHERYL
Okay. Don't go too far.

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

FRANK
I'm gonna get a drink. You guys want
anything?

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

GRANDPA
Yeah. Get me some porn. Something
really nasty. None of that air-brushed
shit, alright? Here, here's a twenty.
Get a little treat for yourself too,
if they got any fag-rags in there.

Frank stares at Grandpa. Then, stoic, he takes the twenty
and heads off. Dwayne and Grandpa turn back towards Richard.

INT. CONVENIENCE STORE - DAY

Frank stands at the counter, pointing out behind-the-counter
magazines to a middle-aged Indian-American PROPRIETOR.

FRANK
That one. That one. And let's try
that one. No, down... Yeah, that
one. And a small grape Slushee.

By the front window, a good-looking YOUNG MAN is perusing
the newsstand, cradling a grocery bag. He stops and stares.

YOUNG MAN
Frank...?

Frank turns. They are startled to see each other.

YOUNG MAN
Oh my God! What are you doing here?!

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

FRANK
I'm... on a trip. What about...? I
thought you were...

YOUNG MAN
...With Larry? Yeah, Larry bought a
beach house, right down the road
about -- I don't know -- about two
miles. We're having this big blow-
out tonight and he's all freaked
we're not gonna have enough booze.

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

FRANK
Larry's here...?!

YOUNG MAN
He's filling the tank. He's... Wow,
I can't believe this! How've you
been?

FRANK
Fine. I'm fine.

YOUNG MAN
Good. Good. You know, I heard...
Someone told me you got fired...?

FRANK
Yeah. No, I quit. I quit. Enough's
enough, you know?

YOUNG MAN
Right. Well, good. Good for you.
Cause you always seemed so... tense,
y'know?

FRANK
Yah.

YOUNG MAN
So what're you up to now?

FRANK
I'm... Weighing my options. You know.
Taking time off.

YOUNG MAN
Well, great. That's great,

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

PROPRIETOR
$15.94, please, sir.

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

YOUNG MAN
Well, great seeing you again.

FRANK
Yeah. You too.

YOUNG MAN
Take care of yourself.

FRANK
You too.

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

He watches the Young Man walk off while the Proprietor puts
the magazines in a brown wrapper and hands Frank his change.

Frank takes a few steps and peers out the window.

HIS POV -- The Young Man gets into a Jaguar convertible driven
by a distinguished-looking BEARDED MAN.

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

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

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

PROPRIETOR
Ay! Don't forget your Slushee!

EXT. PHONE BOOTH - DAY

Richard is grasping at straws.

RICHARD
Okay, Stan, wait, lemme interrupt
you... No, Stan, listen -- are you
in Atlanta? 'Cause I'm coming right
by you. Maybe I can swing by and...
No, Stan, listen...!

EXT. VW BUS - PARKED - DAY

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

GRANDPA
He's not getting it. Christ.

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

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

FRANK
How's it going?

GRANDPA
Not so good.

Sheryl walks back to the VW as Richard hangs up the phone.

Richard stays in the booth for a second. Then he exits the
booth and walks back to the VW, passing Sheryl.

SHERYL
So what happened?

RICHARD
Nothing. Let's get out of here.

He walks to the driver's seat.

SHERYL
Wait a minute. I thought you said
this was a done deal.

RICHARD
He said it was a done deal.

SHERYL
You didn't get anything?
(beat)
So where does that leave us?

RICHARD
It leaves us fucked. That's where
us.

Pause.

SHERYL
I can't believe I'm hearing this.
Did you try negotiating...?

RICHARD
Yes, I tried! I tried everything!
What do you think...?! Let's just
go, okay? Let's get out of here!

He starts the car. She stares at him. He won't look at her.
Finally, he turns and yells:

RICHARD
Let's go!!!

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

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

As the van rolls away, Richard shifts and GUNS the engine.

INT. VW BUS - ON THE ROAD - DAY

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

FRANK
Where's Olive?

EXT. PHONE BOOTH - DAY

Olive stands next to the phone booth.

In the distance, the VW bus appears.

It drives up and swings around the road.

Dwayne slides open the door. They barely slow down.

Olive dives in. The van coasts downhill.

Then Richard shifts into gear and GUNS the engine.

INT. VW BUS - ON THE ROAD - DAY

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

GRANDPA
Richard...

RICHARD
Yeah...

GRANDPA
Listen; whatever happens -- at least
you tried to do something on your
own, which is more than most people
ever do, and I include myself in
that category. It takes guts, and
I'm proud of you for taking the
chance, okay?

RICHARD
Okay, Dad. Thanks.

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

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

RICHARD
Thanks, Dad.

INT. MCDONALDS - NIGHT

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

EXT. MOTEL - NIGHT

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

SHERYL
Here's eleven. Frank, you're twelve?
And Grandpa's thirteen.

OLIVE
Mom? Can I sleep with Grandpa?

SHERYL
That's up to him.

OLIVE
Grandpa...?

GRANDPA
Okay. I got two beds. You could still
use some rehearsing...

OLIVE
I know! That's why I said...!

RICHARD
Everyone, we're getting up at seven.
I'll knock on your door. We want to
be on the road by eight so we can be
in Boca in time for registration.
It's two hundred miles, so we can't
dawdle.

SHERYL
Frank? You guys'll be all right?

FRANK
We'll be fine.

Dwayne nods. Sheryl kisses Dwayne and Olive.

SHERYL
Okay. Goodnight. Sleep tight.

Everyone waves goodnight to each other.

INT. MOTEL ROOM ELEVEN - NIGHT

Sheryl and Richard enter. Sheryl closes the door.

RICHARD
What a fucking nightmare...!

SHERYL
Richard... We have to talk.

RICHARD
Please, not now. Let's just get
through this and get home...

SHERYL
No, Richard. We need to talk now.

INT. MOTEL ROOM TWELVE - NIGHT

Dwayne lies on his bed staring at the ceiling. Through the
walls we can HEAR Sheryl and Richard arguing very loudly.

SHERYL (O.S.)
You said it was a done deal!!!

RICHARD (O.S.)
Stan Grossman gave me his word!

SHERYL (O.S.)
I'm not married to Stan Grossman!
Jesus, Richard, what're we gonna do?

RICHARD (O.S.)
We just keep going...

SHERYL (O.S.)
I can't, Richard, it's too much!
It's too much, I can't take it!

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

FRANK
Hey. Don't listen to that. Come on,
let's watch the tube.

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

FRANK
I'm gonna brush my teeth.

He turns and goes back to the bathroom.

INT. MOTEL BATHROOM - NIGHT

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

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

He looks at himself in the mirror again.

INT. MOTEL ROOM TWELVE - NIGHT

The fight continues. Dwayne listens, scowling.

RICHARD (O.S.)
I trusted him, okay?! Step Three is
you have to trust people!

SHERYL (O.S.)
Fuck the Nine Steps, Richard! They're
not working! It's over!!! Forget
it!!! I never want to hear the Nine
Steps again!!!

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

INT. MOTEL ROOM THIRTEEN - NIGHT

Grandpa tucks Olive -- in pajamas -- into bed. It's quiet --
we can't hear Sheryl and Richard fighting.

GRANDPA
There you go. Snug as a bug in a
rug.

OLIVE
Grandpa...?

GRANDPA
Yeah?

She hesitates.

OLIVE
I'm kind of scared about tomorrow.

GRANDPA
Olive, you're gonna blow 'em out of
the water. I guarantee it. They won't
know what hit 'em.

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

OLIVE
Grandpa...?

He turns back. She hesitates again. Something's really
bothering her.

GRANDPA
It's okay. What's the matter?

OLIVE
I don't want to be a loser.

GRANDPA
You're not a loser, Olive! Why do
you say that?!

OLIVE
Because...! Dad hates losers. That's
what he said!

GRANDPA
But you're not a loser! And your Dad
would never hate you, ever!

OLIVE
But what if I lose tomorrow?

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

GRANDPA
Whoa, whoa, back up a second. You
can't lose. You know why? Because a
real loser isn't someone who doesn't
win. A real loser is someone who's
so afraid of not winning they don't
even try. That's not you! You're in
the contest! You're gonna dance! So
even if you win, or you don't win,
you've already won! See? You-see-you-
see-you-see?

He tickles her. She squeals. He stops, brushes her hair.

GRANDPA
I think we're gonna have fun tomorrow.
You think?
(she nods)
Okay. I'm gonna get ready for bed.
Goodnight. Sleep tight.

OLIVE
Don't let the bedbugs bite!

He gives her a kiss, turns off the lamp.

INT. MOTEL ROOM TWELVE - NIGHT

Frank re-enters from the bathroom wearing monogrammed silk
pajamas, a sleeping mask on his head. Dwayne is in bed reading
THUS SPOKE ZARATHUSTRA. Frank climbs into bed.

Dwayne sits up, looks at Frank,

FRANK
What?

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

"Please don't kill yourself tonight"

Frank shakes his head.

FRANK
Not on your watch. I wouldn't do
that to you.

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

INT. MOTEL BATHROOM - DAY

Grandpa enters and locks the door.

He opens his shaving kit and takes out a small mirror and a
tiny ziploc baggie filled with light brown powder.

INT. MOTEL ROOM ELEVEN - NIGHT

Richard and Sheryl sit on opposite sides of the bed, not
facing each other. It's quiet. They've hit rock bottom.

SHERYL
Maybe we should try living apart.
Just for a while,

Richard closes his eyes. This kills him.

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

SHERYL
What're you doing? Richard...?

RICHARD
I'm gonna fix this.

SHERYL
Richard...

RICHARD
I'm gonna fix this. Don't worry.

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

EXT. MOTEL PARKING LOT - NIGHT

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

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

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

The VW doesn't move. He REVS it very high and loud, jostling
in his seat to try to get the bus going. It stays still.

Richard takes his foot of the gas, slumps back.

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

JUMP TO:

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

RICHARD
Hey! How would one of you guys like
to make twenty dollars?

The Teens look at each other.

TEEN BOY
Fuck off, fag.

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

RICHARD
Okay, look...

CUT TO:

EXT. HIGHWAY ENTRANCE - NIGHT - LONG SHOT

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

Into the frame and down the entrance ramp rides Richard,
balanced precariously on a borrowed moped, pushing 35mph.

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

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

FADE TO BLACK

EXT. MOTEL PLAYGROUND - NIGHT

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

Sheryl lies on a platform swing, rocking back and forth,
smoking a cigarette, staring up at the stars.

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

FADE IN the WHINE of a moped.

EXT. HOTEL PARKING LOT - NIGHT

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

INT. HOTEL HALLWAY - NIGHT

Richard comes in a side exit and strides down a long, carpeted
hallway. Empty conference rooms line the hall.

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

INT. HOTEL LOBBY - NIGHT

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

RICHARD
(into phone)
Stan Grossman, please. Thank you.

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

VOICE MAIL
(via phone)
The hotel guest you're calling is
not available. Please leave a message
at the tone.

BEEP.

RICHARD
Stan, it's Richard...
(at a loss)
I don't know where the fuck you are.
I'm at your hotel. Call me.

He hangs up and looks around, exasperated. He takes out his
cell phone and dials. He puts the phone to his ear.

As the phone RINGS in his ear, we hear the synchronized
BLEATING of a cell phone from the hotel bar nearby.

It takes Richard a second to make the connection. He turns.

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

Holding court is Stan Grossman, a swarthy mid-3Os go-getter
wearing khakis, loafers, and a cashmere V-neck.

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

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

RICHARD
Hi, Stan!

EXT. HOTEL PARKING LOT - NIGHT

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

RICHARD
You said it would sell...!

STAN GROSSMAN
That's what I thought! At the time!

RICHARD
But it's a great program! You said
yourself! I don't understand...!

STAN GROSSMAN
It's not the program, Richard, it's
you, okay? No one's heard of you.
Nobody cares.

Richard exhales, shakes his head, gathers himself.

RICHARD
So what's the next step?

STAN GROSSMAN
There is none. We had our shot. It
didn't fly. We move on.

RICHARD
You mean give up.

STAN GROSSMAN
Richard...

RICHARD
One set back, you're ready to quit.

STAN GROSSMAN
Richard, listen -- I pushed this
thing hard, okay? I rammed it down
their fucking throats, all right? No
one bought it. Now, I know the market.
It's time to move on. You're not
gonna win this one.

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

RICHARD
Okay...! Good! I'm glad. You know
why? This is what the Nine Steps are
all about...

STAN GROSSMAN
Richard! Jesus...!

RICHARD
You blew it, Stan. You're out.

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

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

EXT. HIGHWAY - NIGHT

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

This is -- hands down -- the worst moment of his life.

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

INT. MOTEL - NIGHT

A darkened motel room. We hear the WHINE of the moped as it
pulls into the parking lot and up to the door.

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

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

Sheryl, sleeping, wakes up and sees Richard.

SHERYL
Y'okay?

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

FADE TO BLACK

OLIVE (V.O.)
Dad...?

INT. MOTEL ROOM - DAWN

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

RICHARD
What is it, hon...?

OLIVE
Grandpa won't wake up.

Richard takes this in.

EXT. AMBULANCE ROOF - DAY

We are behind the lights of an ambulance as it speeds down a
commercial strip. The LIGHTS FLASH and SIREN BLARES.

INT. HOSPITAL WAITING ROOM - DAY

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

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

OLIVE
You want to take an eye test?
(Dwayne shakes his
head)
Uncle Frank? You want to take an eye
test?

SHERYL
Olive, come here. Put that away.
We're gonna have a family meeting.
Dwayne? Family meeting.

RICHARD
What? Now?

SHERYL
Richard...! Let's just do it.

She takes a breath. She turns to the kids.

SHERYL
First of all, the doctors are doing
everything they can to help Grandpa
right now. He's had a long...
(searches for words)
...eventful life, and I know he loves
both of you very much. But if God
wants to take him, we have to be
ready to accept that, okay?
(they nod)
Now, I think you guys know we've
been having money problems lately,
with Richard's venture and
everything... Things haven't really
gone the way we hoped. So it looks
like when we get home we might have
to make some changes in the way we
live. We might have to move out of
our house. We might have to declare
bankruptcy. I don't know. I have to
talk to a lawyer about all that.

She looks at Richard, the kids. Her voice becomes shaky.

SHERYL
But whatever happens -- we're a
family. What's important is that we
love each other. I love you guys so,
so, so much...

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

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

"Go hug Mom!"

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

OUT THE WINDOW

A second floor view. It's a banal suburban landscape. Cars
go busily back and forth on a distant road.

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

DOCTOR
Are you the family of Edwin Harvey?

INT. HOSPITAL ROOM - DAY

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

DOCTOR
I'm sorry. We did everything we could.
He was... It was too much. He probably
fell asleep and never woke up. I'll
have someone come talk about handling
the remains.

RICHARD
Thank you. Appreciate it.

The Doctor opens the door and calls down the hall.

DOCTOR
Linda...!

He gestures, then departs. Silence.

OLIVE
Is Grandpa dead?

SHERYL
Yeah, honey. He's passed away.

Olive nods, says nothing.

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

LINDA
I'm your bereavement liaison, Linda.
My consolations for your loss.

RICHARD
Thank you, Linda.

Linda hands Richard her sheaf of paperwork.

LINDA
(fast, indifferent)
Okay. These are the forms you need
to fill out -- death certificate,
report of death and the M.E. pink
slip. Try and be as detailed as
possible. This is a brochure for our
Grief Recovery Support Group that
meets Tuesdays. If you'd like, I can
refer you at this time to a funeral
home so you can begin making
arrangements.

Richard and Sheryl glance at each other.

RICHARD
Um, actually, pre-arrangements have
been made with a home in Maryland.

LINDA
In Maryland...?

RICHARD
Yeah, we're passing through. Y'see,
we're trying to get to Boca Raton...

LINDA
Okay -- if the body is crossing state
lines? You're gonna need a Burial
Transit Permit from the County
Registrar...

RICHARD
Okay, fine, but here's the thing --
we're trying to get to Boca Raton by
three o'clock this afternoon...

LINDA
Three o'clock? Today?
(checks her watch)
That ain't gonna happen.

RICHARD
It's for my daughter. This is really
important.

LINDA
It may be important, but you still
have to fill out this paperwork.

RICHARD
Okay, I know this is unusual... Is
there a way we can go and come back?
I mean, can we do paperwork later?

LINDA
You can't abandon the body...

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

LINDA
Sir, this may surprise you, but you're
not the only one who's had someone
die here today, all right?! Now we
have a way of doing things around
here, and I'm gonna ask you to respect
our rules and procedures!

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

RICHARD
Could you...? Is there a way we could
view the remains?

LINDA
(nods, also restrained)
I'll show you, yes. We haven't had a
chance to move him downstairs.

She leads them out.

INT. HOSPITAL CORRIDOR - DAY

Linda stops in front of an intensive care room.

LINDA
He's in here. Now someone may come
by in a few minutes to take him to
the basement, but just tell them who
you are. They'll wait.

RICHARD
Thank you.

LINDA
When you're done with the paperwork
I'll be in the nurse's station.

RICHARD
Okay. Great. Thank you, Linda.

She departs.

INT. INTENSIVE CARE ROOM - DAY

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

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

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

RICHARD
(under his breath)
Goddamn it, Dad. Goddamn it,
(beat)
Stupid, stupid, stupid...!!!

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

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

SHERYL
We'll do Little Miss Sunshine next
year. Okay, honey? Next year.

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

RICHARD
No. We've come seven hundred miles.
I'll be damned if I'm not making
that contest.

SHERYL
Honey... We can't leave him!

RICHARD
We're not going to leave him.

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

RICHARD
Fuck...!

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

He goes to the window, opens it up.

EXT. HOSPITAL - DAY

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

INT. INTENSIVE CARE ROOM - DAY

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

RICHARD
Dwayne. Go around outside.

SHERYL
Richard... What are you thinking?

RICHARD
We'll take him with us.

SHERYL
No, Richard. No. That's not going to
happen.

RICHARD
He's better off with us than with
these people!
(to Dwayne)
Go under the window. Frank, you go
with him.

SHERYL
Dwayne, don't you dare!
(to Richard)
Look: you stay here. We'll take Olive.
Frank'll drive!

RICHARD
We'll be there in two hours! I'll
have a funeral home meet us as soon
as we arrive!
(never say die:)
Listen, everyone. If there's one
thing Grandpa would've wanted, it's
to have Olive perform at the Little
Miss Sunshine pageant. I believe
we'd be doing a grave disservice to
his memory if we gave up now. There's
two kinds of people in the world;
winners and losers. And what's the
difference? Winners don't give up.
So what are we here? Are we winners?
Or losers?

CUT TO:

EXT. HOSPITAL - DAY

Richard peeks out the window.

RICHARD
Okay, ready?

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

Across the lot, two NURSES stroll toward the hospital.

FRANK
Not yet... Not yet...

The Nurses pass out of sight.

FRANK
Okay -- go, go, go!

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

RICHARD
Careful... Careful...

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

FRANK
Okay! Here we go! One, two...

Frank, Dwayne, Sheryl and Olive lift the bundle together and
scuttle across the parking lot to the VW bus fifty feet away.

An ELDERLY COUPLE walking fifty yards away observes them.

FRANK
Be cool. Be cool. Almost there.

They arrive at the bus.

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

RICHARD
Okay, let's roll! You ready?

FRANK
Any time, Rich!

Richard starts up the bus, gets out and helps them push.

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

RICHARD
Okay, I'm putting it into gear...!

Sheryl and Olive jump in the side door.

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

FRANK
Did I mention I'm the pre-eminent
Proust scholar in the US?

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

This time, Dwayne is prepared to push Frank up along-side
the bus. Frank lunges in. Dwayne jumps in after him.

INT. VW BUS - DAY

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

RICHARD
Okay, what time is it?

SHERYL
(checks her watch)
It's 11:30. How much further...?

RICHARD
I dunno. Two hundred miles...?

FRANK
And when does registration end?

SHERYL
Three o'clock.

They do the math.

FRANK
It's gonna be close.

RICHARD
No, we'll make it. We just can't
stop. No one has to pee, right?

Olive is thinking.

OLIVE
Dad? What's gonna happen to Grandpa?

RICHARD
Honey, as soon as we get to Florida,
I'm gonna call a funeral home in
Maryland and they'll take care of
everything. Your Grandpa was smart
and planned ahead. Okay?

Olive nods. That's not really what she was asking about.
Sheryl sees this.

SHERYL
Honey, Grandpa's soul is in Heaven
now. He's with God. Okay?

Olive nods. She turns and looks out the window.

OUT THE WINDOW

The passing landscape of the road leading back to the
Interstate. It seems a long way from God.

CLOSE ON OLIVE

Thinking.

FADE TO BLACK

Begin MUSIC -- the same quiet tune that began the film.

EXT. HIGHWAY - DAY - MONTAGE

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

INT. VW BUS - ON THE ROAD - DAY - MONTAGE

The dialogue below plays over the following shots.

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

Richard drives -- stoic, determined.

Sheryl is pensive. She sneaks glances at Richard.

Frank, subdued, watches Sheryl. He rubs Olive on the head.

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

Dwayne lies across the back seat, staring up.

DWAYNE'S POV Passing power lines undulate against the sky.

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

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

OLIVE (O.S.)
Uncle Frank? Does everyone get to go
to Heaven?

FRANK (O.S.)
That's an excellent question, Olive.
Actually, the Hindus believe that
you get as many lives as you want.
Buddhists believe that you live many
lives but at a certain point you
reach Nirvana and cross the finish
line. Christians believe you only
get one life -- they don't believe
in do-overs.

OLIVE (O.S.)
What do you believe?

FRANK (O.S.)
I dunno. I haven't made my mind up.
What about you?

OLIVE
I think everyone goes to Heaven.

FRANK
Even me?

OLIVE
Yes!

FRANK
You promise?

OLIVE
Yes!!!

FADE TO BLACK

INT. VW BUS - ON THE ROAD - DAY

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

SHERYL
Sixty one miles. What time is it?

Frank checks his watch.

FRANK
Five of two...!

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

RICHARD
We'll make it! Don't worry!

SHERYL
We're cutting it close...

RICHARD
It's not even close! We'll be...

A car cuts in front of him. He brakes.

RICHARD
Look out! Asshole!

He HONKS the horn loudly at the guy.

FRANK
What happened?

RICHARD
He cut me off!

The horn keeps HONKING intermittently.

SHERYL
Okay. You can stop now.

RICHARD
It's not me! This thing is stuck.

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

SHERYL
Okay, just leave it...!

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

SHERYL
Maybe if you pull it from...

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

RICHARD
Just leave it, okay? We'll fix it
when we get to Boca!

SHERYL
Okay, fine!

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

FRANK
How many days 'til you enlist?

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

"623"

Frank contemplates this.

FRANK
Maybe I can adopt you.

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

EXT. HIGHWAY - DAY

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

INT. VW BUS - ON THE ROAD - DAY

Richard sees the lights in the rear-view mirror.

RICHARD
Oh, Jesus! I'm being pulled over!
Everybody: act normal, okay?. Like
everything is normal. Here we go...

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

TROOPER
How're you folks doin' today?

RICHARD
Fine! Doin' fine!
(HONK)
Sorry!

TROOPER
Having trouble with your horn?

RICHARD
Yeah, a little trouble.
(HONK)
Sorry!
(HONK)
Sorry!!!

Frank leans forward gleefully:

FRANK
Don't apologize, Rich! It's a sign
of weakness!

Richard ignores him.

TROOPER
Would you step out of your vehicle?

EXT. HIGHWAY - DAY

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

TROOPER
Would you step this way?

RICHARD
No...!

TROOPER
What?

RICHARD
Don't...!

TROOPER
Don't what?

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

TROOPER
You have something in your trunk?

RICHARD
No! Nothing! There's nothing. It's
just... Don't open it.

The Trooper is incredulous.

TROOPER
Sir, you realize you've just given
me probable cause to search your
trunk? Put your hands on top of your
vehicle. Now don't move.

He shakes his head and walks back towards the trunk,

RICHARD
Please! It's not illegal, it's...

TROOPER
Sir, I'd advise you to keep your
mouth shut.

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

INT. VW BUS - DAY

Everyone surreptitiously watches the Trooper.

SHERYL
(sotto)
Oh no, what's he doing?!

EXT. HIGHWAY - DAY

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

The Trooper opens the trunk.

TROOPER
Whoa! Goddamn!!!

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

TROOPER
Sir, would you come here?

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

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

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

TROOPER
Don't worry, I ain't gonna bust you.

He looks in the bus, smiles and waves at Sheryl and Olive.

INT. VW BUS - DAY

Everyone in the bus -- minds blown -- waves back.

EXT. HIGHWAY - DAY

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

A beefy, moustached stud gazes smolderingly from the cover.

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

INT. VW BUS - DAY

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

SHERYL
What happened?!

RICHARD
(steely)
I'll tell you when I regain
consciousness.
(starts the car)
Frank. Dwayne. Get out and push.

INT. VW BUS - ON THE ROAD - DAY

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

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

OLIVE
20/20 vision! Mom, Dwayne has 20/20
vision!

SHERYL
I bet he does.

OLIVE
Okay, further back!

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

SHERYL
Boca Raton! Forty six!

Frank checks his watch.

FRANK
It's 2:15PM...!

Sheryl looks at Richard, who steps on the gas.

RICHARD
We'll make it, okay?! Maybe a few
minutes late.

SHERYL
No, Richard...! They said three
o'clock sharp! They were very
explicit. You don't want to fuck
with these people. Trust me.

FRANK
You know where it is?

SHERYL
The Holiday Inn. She said it's just
off the highway. You can't miss it.

RICHARD
She better be right.

In the back, Olive pulls out a new flyer.

OLIVE
Okay, now I'm gonna test if you're
colorblind. What letter is in the
circle?

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

OLIVE
No, inside the circle! Right there!

Dwayne shakes his head again. Olive glances at Frank.

OLIVE
It's an "A"! Can't you see it?! It's
red! See? Right there!

Dwayne takes the chart and stares at it.

FRANK
You can't see the "A"? It's bright
red. Can you see the difference
between the green and the red?

Dwayne shakes his head helplessly. Frank turns away.

FRANK
Oh, man.

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

"What?"

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

FRANK
Dwayne. I think you're colorblind.

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

FRANK
You can't fly jets in the Navy if
you're colorblind.

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

FRANK
Rich, pull over!

RICHARD
What?!

FRANK
We have an emergency back here!

RICHARD
What is it?

FRANK
Just pull over!

RICHARD
What's the emergency?

FRANK
Sheryl, will you make him pull over?!

SHERYL
Richard...!

RICHARD
We're gonna be late if...

SHERYL
Richard!!!

RICHARD
I'm pulling over, okay?! I'm pulling
over!

He puts on the clicker.

EXT. SIDE OF THE INTERSTATE - DAY

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

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

DWAYNE
Fuck!!!
(beat)
Fuck!!!

The others get out of the car and watch him.

SHERYL
What happened?

FRANK
He's colorblind. He can't fly.

SHERYL
Oh, Jesus. Oh, no.

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

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

He sits there crying. The others don't know what to do.

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

SHERYL
Let's give him a second.

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

Finally, Sheryl approaches Dwayne.

SHERYL
Dwayne? Honey? I'm sorry.

He says nothing. She sighs.

SHERYL
Dwayne... Come on, we gotta go.

DWAYNE
I'm not going.

SHERYL
Dwayne...

DWAYNE
I'm not! I don't care! I'm not getting
in that bus again!

SHERYL
Dwayne... For better or worse: we're
your family...

Dwayne stands up and screams at them.

DWAYNE
You're not my family! I don't want
to be your family! I hate you fucking
people! I hate you!
(he points at them)
Divorce! Bankrupt! Suicide! You're
losers! You're fucking losers!

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

DWAYNE
Just leave me, Mom. Please? Just
leave me here.

Sheryl gets up and walks back to the others.

SHERYL
I don't know what to do.

RICHARD
We're gonna be late. Can we leave
somebody here with him?

FRANK
I'll stay.

SHERYL
No, we're not doing that.

RICHARD
Olive, you want to talk to him?

SHERYL
No, Richard. There's nothing to say.
We just have to wait.

A beat. Then Olive walks over and sits down next to Dwayne.

Dwayne's face is red and snot is dribbling from his nose. He
has a piece of straw and he's poking some ants in the grass.

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

Then Dwayne stands up.

DWAYNE
Okay, let's go.

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

DWAYNE
I apologize for the things I said. I
was upset. I didn't really mean them.

FRANK
(mock-tender)
Dwayne... We know you did.

SHERYL
Frank...
(to Dwayne)
It's okay. Let's just go.

They all start pushing the bus.

INT. VW BUS - ON THE ROAD - DAY

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

Frank checks his watch.

FRANK
2:50...!

RICHARD
We're gonna make it! Olive, don't
worry! We'll be on time!

JUMP TO:

The same. Frank checks his watch.

FRANK
2:55!

RICHARD
Just look for the exit! It's coming
up!

JUMP TO:

The same. Frank checks his watch again.

FRANK
2:58!

No one says anything. Then Richard points.

RICHARD
There! That's it! Can anyone see a
Holiday Inn?

A beat. Olive points.

OLIVE
There! Little Miss Sunshine!

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

Richard comes off the ramp onto a four lane commercial road.

There's a maze of service roads and parking lots between him
and the Holiday Inn. Richard is baffled.

RICHARD
How the fuck do you get over there?

SHERYL
Turn here! Turn here!

Richard takes a right into a service road.

SHERYL
Will you slow down?

RICHARD
I can't! I'm in third gear!

FRANK
2:59PM!

RICHARD
Does anyone see a turn-off? How the
fuck do you get over there?

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

OLIVE
Dad! You drove past it!

RICHARD
There's no place to turn in!

SHERYL
Turn around! You gotta turn around!

RICHARD
Okay, hold on, everybody.

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

RICHARD
Can anyone see a way in?

SHERYL
Go over there, then cut across!

RICHARD
Okay, hold on!

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

RICHARD
There's no way in! What the fuck?!

OLIVE
Dad! You're driving past it!

SHERYL
There! Into the parking lot!

She points. Richard turns into an enormous empty parking
lot. He drives towards the Holiday inn in the distance.

There's still no clear path on how to get there.

RICHARD
It's a dead end!

SHERYL
No, go over there!

RICHARD
It's the same! There's no way...!

He turns the wheel and they begin tracing a wide loop --
bombing around the parking lot at 35mph in a holding pattern.

FRANK
Three o'clock!

OLIVE
Dad...!

SHERYL
Go back out!

RICHARD
We tried that! There's no way in!

SHERYL
So we just keep going in circles?

Richard says nothing. Finally:

RICHARD
Okay: Hold on, everybody! Olive, put
your seat belt on.

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

SHERYL
Oh, my God!

RICHARD
Hold on, everyone!

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

SHERYL
Look out!

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

RICHARD
One more! Here we go! Hold on!

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

Frank looks out the rear window.

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

FRANK
We lost a tire, Rich!

RICHARD
We'll get it later! Here we go!

They come gliding into a parking space, HORN BLARING.

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

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

All the others -- except Dwayne -- sprint after him.

INT. REGISTRATION HALL - DAY

A big carpeted hotel lobby.

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

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

Nearby, a CONTEST OFFICIAL is packing up her things behind a
table with a "Registration" banner.

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

FRANK
Hi, we're here to register!

OFFICIAL
I'm sorry, we're closed.

FRANK
But we have an entrant. Right here.
We just need to check in.

OFFICIAL
Registration ended at three.

FRANK
It's three now!

OFFICIAL
No...

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

RICHARD
Oh, have a heart! We're four minutes
late! We just drove all the way from
Maryland...!

OFFICIAL
Then you should have been here by
three.

She tries to leave. Richard stops her.

RICHARD
Wait, wait, wait! How can we make
this work?

OFFICIAL
Everyone else was here before three.
I'd be giving unfair advantage...

RICHARD
We're not asking for an advantage!
We just want to compete!

OFFICIAL
Don't yell at me, sir. I didn't make
you late. We've settled on the
schedule of the show and we've turned
off our computers. Now the show starts
in twenty minutes, I have a hair
check to do, I'm sorry you're late,
but I can't help you.

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

RICHARD
Please! You don't know what we've
been through...!

SOUND GUY (O.S.)
Uh, Ms. Jenkins...?

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

SOUND GUY
I can put 'em in the system.

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

KIRBY
No, it's okay. It's five minutes.

OFFICIAL
Well... It's your time. 'Scuse me.

She pushes past them. Frank leaps up.

FRANK
Hello! Everyone?! We've just witnessed
a great act of compassion and human
kindness! Exhibit A: we've got Eva
Braun here -- making the trains run
on time, and B: Kirby! My man!
Currently the greatest human being
on the planet! Applause, please!

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

SHERYL
Thank you so much! You don't know
what this means...

KIRBY
Please. It's five minutes.

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

KIRBY
I ain't working for these people
again. These people are crazy.
(to Olive)
So, what's your name?

OLIVE
Olive.

KIRBY
Olive. That's a nice name.

She smiles. He starts tapping away at the computer.

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

Olive is in awe.

OLIVE
Mom! It's Miss Florida! Look! It's
really her!

SHERYL
You want to say hello?

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

SHERYL
Come on, she looks nice. We'll just
say hi.
(to Richard)
You got this?

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

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

OLIVE
Hi...!

The Girl quickly turns back around, not saying anything.

Olive takes this in stride. Frank and Dwayne approach,
carrying the family's luggage and a Sunday NY Times.

FRANK
Hey. I'm getting a room. We'll set
up a base camp.

SHERYL
Okay, we'll come find you.

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

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

Two TWIN GIRLS are chasing each other around, giggling.

Olive watches. Eventually, the Twins see Olive watching them.

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

TWIN GIRL ONE
Are you on a diet?

OLIVE
What?

TWIN GIRL ONE
Are you on a diet?

OLIVE
No...!

TWIN GIRL TWO
Didn't think so!

They dissolve into giggles and run away. Olive is disturbed.

Sheryl is steamed but doesn't know what to do.

ACROSS THE ROOM

Kirby finishes up with Richard -- having him sign a release.

KIRBY
And sign...
(Richard signs)
...And you're done! Here's your
receipt; tickets; sash; tiara.
Anything else?

RICHARD
Yeah. Is there a funeral home around
here?

INT. HOLIDAY INN ROOM - DAY

A quiet, empty room.

Frank and Dwayne enter, dropping the luggage on the floor.

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

Frank turns, looks at Dwayne lying on the bed. He walks over,
settles into a chair, pulls out his NY Times.

FRANK
Hey, you know, facing the wall like
that...? There's no way you gonna
stop me from killing myself. No way!
I could be out the window before you
even turn around.

A beat. He opens up a Sunday New York Times.

FRANK
Sorry.

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

IN THE BOOK REVIEW

is a full-page ad for Understanding Proust by Larry Sugarman.

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

Frank stares at the ad.

EXT. HOLIDAY INN BALCONY - DAY

Frank opens a sliding door and steps on to the tiny balcony.

He walks to the edge and looks over.

It's eight floors down to the parking lot.

Frank considers the drop.

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

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

Frank stares at the photo.

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

Quietly, he puts the photo away and turns back to the room.

EXT. PARKING LOT - DAY

Richard approaches the VW bus with two funeral home WORKERS
in jumpsuits who affect a bored, seen-it-all demeanor.

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

RICHARD
...We're driving five, six hours --
we thought he was napping. By the
time we figured it out it was too
late.

WORKER ONE
...Too late. So where's the body?

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

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

INT. LOBBY - DAY

Olive finally makes it to the front of the line.

MISS FLORIDA
Hi! What's your name?

OLIVE
Olive.

MISS FLORIDA
What's your talent, Olive?

OLIVE
I like dancing!

MISS FLORIDA
Dancing? Dancing was too hard for
me! I'm a singer. You must be a good
dancer!

OLIVE
I am! I'm really good!

MISS FLORIDA
I bet you are! Well, thanks for
stopping by, Olive. Best of luck!

But Olive is not quite ready to move on.

OLIVE
Ummm... Miss Florida?

MISS FLORIDA
You can call me Bonnie!

OLIVE
Bonnie...? Do you eat ice cream?

MISS FLORIDA
(perplexed)
Yes! I love ice cream! My favorite
flavor is Chocolate Cherry Garcia.
Although, technically, I think that's
a frozen yogurt. Okay?

OLIVE
Okay, thank you, Bonnie! Bye!

MISS FLORIDA
Bye!
(to the next girl)
Hi, what's your name?

Sheryl and Olive head off.

OLIVE
She eats ice cream, Mom!

SHERYL
I heard!

EXT. PARKING LOT - DAY

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

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

WORKER ONE
The personal effects...

RICHARD
Oh. Thank you.

WORKER ONE
You take care.

RICHARD
You too. Thanks.

Worker One gets in the van and slams the door.

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

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

INT. HOLIDAY INN ROOM - DAY

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

SHERYL
Frank...? How're you guys doing?

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

SHERYL
Okay, Olive. Let's put on your
swimsuit. Here. You want to change
in the bathroom?

Olive takes the swim-suit and goes into the bathroom. Sheryl
begins gathering up Olive's costumes.

SHERYL
Dwayne, I know you hate all of us
and want to kill yourself. But since
we're here anyway, why don't you
guys go to the beach?

FRANK
Hey, there's an idea! The beach!
Come on, we'll walk over, go surfing,
maybe meet some chicks... Whaddaya
say?

INT. HOLIDAY INN BATHROOM - DAY

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

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

She steps back and looks at herself in the mirror.

She turns sideways. She sucks her stomach in.

This is the first time she's ever done this.

SHERYL (O.S.)
Frank, here's your tickets. That's
you and Dwayne. She's going on last,
now, because we were late...

FRANK (O.S.)
We'll be there. Don't worry.

Olive turns back frontal. She lets her stomach hang out.

She's not happy with what she sees -- also the first time.

INT. HOLIDAY INN ROOM - DAY

Sheryl finishes gathering up Olive's costumes.

SHERYL
Olive, you ready? We gotta go!

OLIVE (O.S.)
Coming!

INT. HOLIDAY INN BATHROOM - DAY

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

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

INT. HOLIDAY INN ROOM - DAY

Olive comes out. Sheryl is there.

SHERYL
You ready? Let's go!
(to Frank)
Frank, do your best!

They exit. A beat. Dwayne sits up.

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

DWAYNE
Let's get out of here.

INT. LOBBY - DAY

Richard -- holding the box of Grandpa's stuff -- finds a
bench and sits down. He seems shaken,

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

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

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

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

Richard gets up and intercepts them. Sheryl sees him coming.

SHERYL
Hey. D'you take care of...?

RICHARD
Yeah, I did. Wait a sec. Olive, come
here. Time for a pep talk.

SHERYL
Richard, we're late already...!

RICHARD
This is important! Olive, come here.

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

RICHARD
Olive... I know you and Grandpa worked
on this together. I know how much it
meant to him. We drove nine hundred
miles to get here. Our car broke
down. We've been through a lot. But
I think it'd all be worth it... if
you won tonight.

SHERYL
Richard! Jesus! Olive, come on!

She tries to pull Olive away but Richard holds on to her.

RICHARD
Okay, Olive? Okay?

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

RICHARD
Good girl! Go knock 'em dead!

Sheryl shakes her head and pulls Olive off towards the
backstage area. Richard watches them go.

INT. BACKSTAGE - DAY

Sheryl and Olive wander past one little girl after another --
each being primped to perfection by her Mom or a Groomer.

INT. DRESSING ROOM - DAY

Sheryl finds a tiny empty dressing room in back and hangs a
garment bag of Olive's costumes on the door.

SHERYL
Okay, we have about one minute. You
want to do hair or make-up?

Olive thinks. It's like the fate of the free world is at
stake. Finally?

OLIVE
Make-up...!

Kirby pokes his head in the door,

KIRBY
Hey. I need your music!

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

OLIVE
Here.

KIRBY
This? Did you choose this?

OLIVE
My Grandpa did.

KIRBY
Your Grandpa? What track?

OLIVE
Twelve. Oh, one thing...?

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

KIRBY
Okay, you got it.

OLIVE
Thank you, Kirby!

KIRBY
I'll be looking for you.

He departs.

INT. AUDITORIUM - DAY

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

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

RICHARD
Hey.

The Biker glances at him and nods. Richard persists.

RICHARD
You got a kid in the show?

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

BIKER
What?

RICHARD
You got a kid in the show?

The Biker stares at him.

BIKER
First time?

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

Richard is unnerved. The LIGHTS DIM.

Onstage, an MC steps up to a microphone. A DRUMROLL.

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

MUSIC. Big APPLAUSE.

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

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

The girls parade around in a loop, waving and smiling.

They end up in a line running across the stage.

MC
We have twenty five contestants from
all over the State of Florida. At
the end of the evening, one of these
girls will be crowned Little Miss
Sunshine!

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

EXT. BEACH - AFTERNOON

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

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

DWAYNE
There's no waves, Frank.

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

INT. AUDITORIUM - DAY

The MC is up on the stage. Another DRUMROLL.

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

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

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

EXT. ON THE WATER - DAY

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

DWAYNE
How far are we?

FRANK
I dunno. Quarter mile?

DWAYNE
You wanna stop?

Frank shrugs. They stop. Frank looks down into the water.

FRANK
Hey. Think you can touch bottom?

DWAYNE
How far is it?

FRANK
Must be ten, twelve feet. Come on!
Y'ready? On your mark, get set...

They dive down into the water.

EXT. UNDERWATER - DAY

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

Dwayne swims all the way down to the bottom.

Frank swims down more slowly. He finally makes it.

He comically mimes that he's drowning.

Then he and Dwayne come back up.

EXT. ON THE WATER - DAY

They resurface.

FRANK
Victory! Yes!

They rest on their surfboards, breathing hard.

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

EXT. UNDERWATER - DAY - MONTAGE

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

It's beautiful.

They do flips, twists, spins.

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

Then he swims back up to the surface.

INT. AUDITORIUM - DAY

The MC is up on stage. Another DRUMROLL.

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

A little girl walks out -- very stagy -- and begins

AMBER
"The sun'll come out... tomorrow..."

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

EXT. ON THE WATER - DAY

They sit on their boards and look out to sea.

FRANK
Man, it's beautiful out here.
(beat)
I don't know if I believe in God,
but the ocean -- it's always here
for you: infinitely bigger than you
are, and completely indifferent.
So... My version of God.

DWAYNE
Frank...?
(Frank looks over)
What'd it feel like when you cut
your wrists?

Frank takes a breath.

FRANK
You know, I wish I could tell you I
felt bad. But I didn't. I was...
Outside the world, y'know? It was
very peaceful.
(beat)
But, I'm feeling that way now, too,
so...

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

DWAYNE
Sometimes I wish I could just go to
sleep until I was eighteen. Just
skip all this crap -- high school
and everything. Just skip it...

He shakes his head.

FRANK
Y'ever hear of Marcel Proust?

DWAYNE
He's the guy you teach?

FRANK
Yeah. French writer. Total loser.
Never had a real job. Unrequited
love affairs. Gay. Spent twenty years
writing a book almost no one reads.
But... he was also probably the
greatest writer since Shakespeare.
Anyway, he gets down to the end of
his life, he looks back and he decides
that all the years he suffered --
those were the best years of his
life. Because they made him who he
was. They forced him to think and
grow, and to feel very deeply. And
the years he was happy? Total waste.
Didn't learn anything.

Dwayne grins.

FRANK
So, if you sleep til you're
eighteen...
(scoffs)
...Think of the suffering you'd miss!
High school's your prime suffering
years. You don't get better suffering
than that! Unless you go into
academia, but that's a different
story.

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

DWAYNE
You know what...?
(Frank looks over)
Fuck beauty contests. It's like life
is one fucking beauty contest after
another these days. School, then
college, then work. Fuck it. Fuck
the Naval Academy. Fuck the MacArthur
Foundation. If I want to fly, I'll
find a way to fly. You do what you
love and fuck the rest.

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

FRANK
I'm glad you're talking again, Dwayne.
You're not nearly as stupid as you
look.

Dwayne smiles. Frank looks around.

FRANK
So now what do we do?

DWAYNE
You got me, Frank. Maybe we can stay
out here forever.

A beat. They look at each other.

DWAYNE
We should go.

They begin paddling back to shore.

INT. AUDITORIUM - DAY

A tiny girl in a COWGIRL outfit -- smiling like crazy --
taps her way through a tap-dance routine. She's fantastic.

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

EXT. BOARDWALK - DAY

Frank exits a T-shirt shop and throws a shirt to Dwayne.

FRANK
I can't believe we found these. I
hope they fit.

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

"LOSER"

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

FRANK
You're every mother's dream, Dwayne.
Come on.

They head off.

INT. AUDITORIUM - DAY

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

She skips around the MC, flirting and batting her eyes,

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

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

HE GETS UP AND DEPARTS,

INT. LOBBY - DAY

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

FRANK
Is it over?

GRANDMA
Not yet.

They open the door and walk into a BLAST of syrupy singing.

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

DWAYNE
I'm going backstage.

FRANK
Right. See ya.

Dwayne heads off as Frank leans against a wall, recovering.

INT. BACKSTAGE - DAY

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

A PAGEANT OFFICER tries to stop him.

PAGEANT OFFICER
Excuse me? You authorized to be
backstage?

DWAYNE
No.

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

He stops, turns to a little PRINCESS slouched on a sofa.

DWAYNE
Hey. Where are the dressing rooms?

PRINCESS
Are you allowed to be here?

DWAYNE
Just tell me where the dressing rooms
are.

PRINCESS
(yelling off-screen)
Security! Security!!! Help!!!

Dwayne rolls his eyes, moves on.

INT. BACKSTAGE, DRESSING ROOMS - DAY

Richard wanders through the backstage. He spots Sheryl and
Olive in a small dressing room in the back. He approaches.

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

SHERYL
Hey. What're you doing?

RICHARD
I came to wish Olive good luck.
(to Olive)
How're you doin'?

OLIVE
(weak)
Good.

SHERYL
(sotto voce)
Nervous.

RICHARD
You're gonna do great! I know it!
(to Sheryl)
Can I talk to you a sec?

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

SHERYL
What's up?

RICHARD
(hesitates)
I don't want Olive to go on.

SHERYL
(can't believe it)
Are you kidding...?!!!

RICHARD
We're not in Maryland anymore, all
right? She's out of her league here.

SHERYL
So...?

RICHARD
Sheryl...! She's not gonna win.
There's no fucking way.

SHERYL
It doesn't matter...!

RICHARD
It does matter!

SHERYL
It doesn't matter!

RICHARD
It does!!!

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

RICHARD
I don't want her to lose. I know
what that feels like. It's not good.
We can't let that happen.

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

SHERYL
They look at each other. This is the
first honest moment we've seen between
them.

Unfortunately, they are interrupted by Dwayne, who enters --
a determined look on his face. Sheryl sees him coming.

SHERYL
Hey. How're you feeling?!

DWAYNE
Better. Where's Olive?

SHERYL
In the dressing room. What's up?

DWAYNE
(hesitates, then sotto)
I don't want Olive doing this.

SHERYL
Oh, my God...!

RICHARD
See?!

DWAYNE
Mom, look around! This place is
fucked! I don't want these people
judging Olive! Fuck them!

RICHARD
Exactly! Fuck them!

Dwayne glances at Richard, unnerved by his agreement.

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

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

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

ASSISTANT
Olive Harvey! Two minutes.

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

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

INT. DRESSING ROOM - NIGHT

Olive stands near the doorway, listening. Her face betrays
nothing. Dwayne's VOICE is faint but clear.

DWAYNE (O.S.)
...She's just not.

INT. BACKSTAGE - NIGHT

Sheryl and Dwayne stare at each other.

SHERYL
Listen to me.
(teary-eyed)
Olive is who she is. This is what
she's chosen to do...

INT. DRESSING ROOM - NIGHT

Olive turns, walks mechanically back to her chair and sits.

SHERYL (O.S.)
...She's worked hard, she's poured

INT. BACKSTAGE - NIGHT

Sheryl puts a hand on Dwayne's shoulder.

SHERYL
...We can't take it away from her.
We just can't.

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

SHERYL
I know you want to protect her, but...
We gotta let Olive be Olive. For
better or worse...

The clipboard-wielding ASSISTANT returns.

ASSISTANT
Olive Harvey? Are you the Harveys?

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

SHERYL
Olive? Time to go.

Olive doesn't move. Sheryl goes to her.

SHERYL
Olive...? Honey, are you okay?

Olive won't look at her. Sheryl glances at Richard.

ASSISTANT
Urn... We need to go.

SHERYL
Hang on.
(to Olive)
Honey...? Olive, look at me.
(Olive looks)
You don't have to do this if you
don't want. If you want to sit this
one out, that's fine. We're proud of
you anyway, okay?

A beat. The Assistant checks his watch,

ASSISTANT
It's time.

Silence.

Olive stands up. She walks to the Assistant.

ASSISTANT
Okay. Let's go.

He takes her hand. They stride off.

Dwayne, Sheryl, and Richard stand together and watch --
mutually powerless -- as Olive is lead off.

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

SHERYL
Good luck, honey!

Olive keeps walking, not looking back.

INT. AUDITORIUM LOBBY - DAY

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

FRANK
Is she going on?

DWAYNE
She's going on.

They enter the auditorium together.

INT. AUDITORIUM - NIGHT

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

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

IN THE WINGS

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

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

APPLAUSE.

WE FOLLOW Olive out onto the stage.

The LIGHTS are blinding.

The AUDIENCE is hidden in darkness.

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

Dwayne, Frank, Sheryl, and Richard applaud nervously.

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

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

OLIVE
I'd like to dedicate this to my
Grandpa, who helped me do this
routine.

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

OLIVE
He's in the trunk of our car.

The MC doesn't know how to react.

MC
Okay! Well! Take it away, Olive!

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

BOY ONE
Moooo!

GIGGLES and SHUSHES. Another boy chimes in.

BOY TWO
Arf! Arf! Arf!

More GIGGLES and SHUSHES. Miss Florida, at the judges table
by the stage, looks around sternly. She feels bad for Olive.

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

Dwayne hangs his head. Frank looks around.

FRANK
Where are those fuckers?! I'll kill
'em!

Then Olive finds what she's looking for:

Kirby, in the sound booth.

He nods at her. She nods at him.

Then Olive turns around, her back to the audience.

Kirby turns a VOLUME knob up to "6". He hits "play" .

The music clearly depends on the rights. For specificity,
we'll use "Peach" by Prince.

A BLAST of hard rock 12 bar blues comes out of the speakers.

Everyone is surprised.

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

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

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

This is not what they expected.

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

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

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

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

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

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

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

RICHARD
What's she doing? What the hell is
she doing?!

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

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

SHERYL
Oh, my God...!

Abruptly, Frank starts laughing in disbelief.

He stands and begins cheering Olive, pumping his fist and
grooving to the music.

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

Sheryl and Dwayne join in, relieved and amazed.

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

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

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

The Official gets up, walks up the aisle and yells at Sheryl.

OFFICAL
What is your daughter doing?!

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

RICHARD
She's kicking ass, is what she's
doing!

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

OFFICIAL
Turn it off!

KIRBY
What?

OFFICIAL
Turn the music off!!!

KIRBY
(fake deaf)
What...?!

He smiles and cranks the music up to "8". Mothers and children
in the audience clap their hands over their ears.

The audience polarizes -- some (the Grizzled Biker; Miss
Florida) stand and cheer while others sit dumbfound or frown
disapprovingly, shaking their heads. Still others flee for
the exit, heads down, hands over their ears.

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

SHERYL
What's she doing? Look...!

She shakes Richard, points.

The Official goes to the MC -- at the side of the stage --
waves to him. He bends down, listens. He nods.

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

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

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

Olive stops dancing, turns and looks at Richard.

Richard, grappling with the MC, waves her on.

RICHARD
Keep dancing, Honey! Just dance!

Olive turns and stares at the audience.

Dwayne, Frank and Sheryl are gesturing -- "Keep going!"

Olive -- hearing the music, seeing Sheryl, Frank, and Dwayne
cheering her -- starts to dance again, fluid and relaxed.

Richard disentangles himself from the pissed-off MC as
STAGEHANDS step in and pull them apart. Richard shrugs off
their restraining hands, then turns to watch Olive dance.

The Contest Official steps forward and angrily confronts
him.

OFFICIAL
Get your daughter off stage now!

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

OFFICIAL
If you don't stop her, she'll be
disqualified!

Richard stares at her. Then he nods.

RICHARD
Okay.

He turns and walks out on stage.

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

Then Richard starts dancing. They dance together: Olive in
front, Richard backing her up.

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

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

DWAYNE
Holy shit...!

FRANK
(to Sheryl)
You married that guy?

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

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

Sheryl pauses a moment and watches her family.

Richard waves to Sheryl to join them.

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

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

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

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

Audience MEMBERS respond with a standing ovation.

Frank and Dwayne strut around with their arms in the air,
like victorious professional wrestlers,

Richard picks up Olive, swings her in the air. Sheryl walks
over and hugs Richard and Olive.

FADE TO BLACK AND SILENCE

INT. OFFICE - NIGHT

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

Nothing's happening. Flourescent lights HUM.

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

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

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

A door OPENS. They all look over.

A COP appears, starts taking off their handcuffs.

COP
Okay. You're out.

RICHARD
We're free?

COP
They're dropping charges. On the
condition that you don't enter your
child in a beauty contest in the
State of Florida ever again.

FRANK
(hesitates)
I think we can live with that.

INT. HOLIDAY INN LOBBY - NIGHT

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

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

They wander out, dazed, rubbing their wrists.

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

RICHARD
Great. Thank you very much.

She smiles. Richard turns to Olive with the tiara.

RICHARD
Here. I think this is for you.

OLIVE
Dad...!

She struggles to articulate something. Finally, she shrugs.

OLIVE
I just like dancing...!

RICHARD
Well, you were great.

FRANK
You were beyond great.

DWAYNE
You were incredible.

OLIVE
(shy)
Thank you.

They all smile at her. Then Richard looks around.

RICHARD
Let's get the fuck out of here...!

CUT TO BLACK

SOUNDS of cars on a distant highway.

RICHARD (V.O.)
...So it's two in the morning...

EXT. REST STOP - DAY

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

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

Everyone is relaxed -- smiling and listening.

RICHARD
...He's down on his knees in this
dumpster behind the racetrack... And
it starts to rain.
(laughter)
It's wet... It's hot... He's crawling
around in this garbage, cursing like
a pirate -- looking for this ticket
that I threw away -- and all of a
sudden he goes, "Richard, don't drop
the light!" And I go, "Don't what?"
(mimes holding light)
And he goes, "Drop the fucking
light!!!" So I go...
(mimes dropping light)
Right in the water! He's like...
(mimes electric shock)
Ahhhaahhhaahhhaahhhhhh!!!
(appalled laughter)
I run back, unplug the light, run to
the dumpster -- he's lying there,
rain is pouring down... And he's got
the ticket! This twelve hundred dollar
trifecta ticket! And I'm like, "Dad!
Dad, are you okay?" And he looks at
me and all he says is: "Richard...
Don't ever have children."

Everyone bursts out laughing.

RICHARD
To me, he says that! To me!

The mirth tapers off. They glance at each other.

Frank holds up his bottle of Diet Sprite.

FRANK
Here's to Grandpa.

EVERYONE
Here's to Grandpa.

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

RICHARD
So... Who wants some ice-cream?

CUT TO BLACK

THE END

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