"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 ]

"SOME LIKE IT HOT"

Screenplay by

Billy Wilder and I.A.L. Diamond

November 12, 1958



FADE IN:

CITY AT NIGHT

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

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

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

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

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

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

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

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

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

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

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

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

SUPERIMPOSE: CHICAGO, 1929

DISSOLVE TO:

EXT. INTERSECTION OF STREETS - NIGHT

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

MOZARELLA'S FUNERAL PARLOR

24 Hour Service

In the window, a sample coffin is on display.

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

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

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

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

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

TOOTHPICK CHARLIE
Yes, sir.

MULLIGAN
And who runs it?

TOOTHPICK CHARLIE
I already told you.

MULLIGAN
Refresh my memory.

TOOTHPICK CHARLIE
(uneasily)
Spats Colombo.

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

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

MULLIGAN
Thanks, Charlie.

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

MULLIGAN
Okay, Charlie.

The police captain joins Mulligan.

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

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

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

MULLIGAN
Goodbye, Charlie.

Charlie scoots up the dark street, disappears.

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

CAPTAIN
You bet!

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

INT. MOZARELLA'S FUNERAL PARLOR - NIGHT

It looks legitimate enough -- with potted palms, urns and
funeral statuary. A harmless gray-haired man is playing the
organ with appropriate feeling. Daintily arranging a funeral
spray is the proprietor himself, MR. MOZARELLA.

His heavyweight build, bashed-in nose and cauliflower ears
don't quite jibe with his mourning coat, striped pants, ascot
and carnation. Dusting one of the marble angels is another
funeral director, in the same somber uniform.

Mulligan enters.

MOZARELLA
(with grave sympathy)
Good evening, sir.

MULLIGAN
I come to the old lady's funeral.

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

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

MOZARELLA
PLEASE!

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

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

FUNERAL DIRECTOR
This way, sir.

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

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

INT. SPEAKEASY - NIGHT

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

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

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

WAITER
What'll it be, sir?

MULLIGAN
Booze.

WAITER
Sorry, sir, we only serve coffee.

MULLIGAN
Coffee?

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

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

As the waiter starts away, Mulligan stops him.

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

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

He winks, goes off. Mulligan scans the room.

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

Spats Colombo's immaculate spats are no longer immaculate.
There is a whiskey stain on one of them.

Colombo throws his henchmen a sharp look. They grab the
offending drunk, hustle him toward the exit.

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

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

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

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

WAITER
Who's going to raid a funeral?

MULLIGAN
Some people got no respect for the
dead.

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

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

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

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

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

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

JOE
Yeah. Why?

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

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

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

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

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

JERRY
You're right, Joe.

JOE
Of course I am.

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

JOE
No, we're not.

JERRY
We're not?

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

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

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

JERRY
What are you giving me with the
rabbit?

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

JERRY
But suppose he loses?

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

JERRY
But suppose it doesn't?

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

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

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

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

JOE
Suppose Mary Pickford divorces Douglas
Fairbanks?

JERRY
(nudging him)
Hey, Joe!

JOE
(paying no attention)
Suppose Lake Michigan overflows?

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

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

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

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

He glances toward --

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

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

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

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

Policemen come streaming through the splintered doors.

Carried in on the tide is the Drunk who was just tossed out,
reeling unsteadily, and waving his empty coffee cup aloft.

DRUNK
I want another cup of coffee.

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

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

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

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

SPATS
Go where?

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

SPATS
I never join nothin'.

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

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

MULLIGAN
Embalming people with coffee -- eighty-
six proof.

SPATS
Me? I'm just a customer here.

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

SPATS
Mozarella? Never heard of him.

MULLIGAN
We got different information.

SPATS
From who? Toothpick Charlie, maybe?

MULLIGAN
Toothpick Charlie? Never heard of
him.

He picks up Spats' glass, sniffs it suspiciously.

SECOND HENCHMAN
Buttermilk!

MULLIGAN
All right -- on your feet.

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

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

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

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

EXT. FUNERAL PARLOR - NIGHT

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

DRUNK
I want another cup of coffee.

He staggers into the alley, toward the side entrance of the
speakeasy, CAMERA MOVING with him. Through the smashed-up
side door, policemen are ushering more customers, waiters,
musicians and the dancing girls.

CAMERA MOVES UP TOWARD a fire escape on the second floor.
Joe and Jerry, carrying their instruments and overcoats,
have just climbed through a window onto the fire escape, and
are inspecting the scene below. The shot-up hearse is parked
directly beneath them. Stealthily they climb down the ladder,
drop to the roof of the hearse. Then they scramble over the
radiator, steal down the alley away from the street. They
stop in the shadows to put on their coats.

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

JOE
Quiet -- I'm thinking.

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

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

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

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

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

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

DISSOLVE TO:

EXT. CHICAGO STREET - DAY

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

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

JOE
I thought you weren't talking to me.

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

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

DISSOLVE TO:

INT. CORRIDOR OF MUSIC BUILDING - DAY

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

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

JOE
Anything today?

FIRST SECRETARY
Nothing.

JOE
Thank you.

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

JOE
Anything today?

SECOND SECRETARY
Nothing.

JOE
Thank you.

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

JOE
Anything today?

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

JOE
Thank you.

He shuts the door quickly, starts to move on.

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

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

INT. POLIAKOFF'S OUTER OFFICE - DAY

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

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

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

JERRY
Yeah -- where were you?

JOE
With you.

JERRY
With me?

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

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

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

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

JOE
-- Type O.

NELLIE
Oh?

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

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

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

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

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

OTHER SECRETARY
(going along)
Right.

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

JOE
What's the job?

NELLIE
It's three weeks in Florida --

JERRY
Florida?

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

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

They start toward the door of the inner office.

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

That stops them.

INT. POLIAKOFF'S INNER OFFICE - DAY

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

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

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

SUE
Tell her to move over.

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

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

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

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

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

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

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

SUE
Black Bottom Bessie?

POLIAKOFF
Schpielt zich mit der Philharmonic.

BIENSTOCK
How about Rosemary Schultz?

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

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

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

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

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

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

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

JOE
Hey, Sig -- can we talk to you?

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

JERRY
It's about the Florida job.

POLIAKOFF
The Florida job?

JOE
Nellie told us about it.

JERRY
We're not too late, are we?

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

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

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

JERRY
What's wrong with us?

POLIAKOFF
You're the wrong shape. Goodbye.

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

POLIAKOFF
It's not the backs that worry me.

JOE
What kind of band is this, anyway?

POLIAKOFF
You got to be under twenty-five --

JERRY
We could pass for that.

POLIAKOFF
you got to be blonde --

JERRY
We could dye our hair.

POLIAKOFF
-- and you got to be girls.

JERRY
We could --

JOE
No, we couldn't!

POLIAKOFF
(into phone)
William Morris!

JERRY
You mean it's a girls' band?

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

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

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

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

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

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

JOE
You've flipped your wig!

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

JOE
Josephine and Geraldine!
(disgustedly)
Come on!

He drags Jerry toward the door.

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

JOE
We'll take it!

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

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

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

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

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

JOE
Come on, Geraldine!

He pulls him into the outer office.

INT. POLIAKOFF'S OUTER OFFICE - DAY

Joe leads Jerry out.

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

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

NELLIE
(brightly)
How did it go, girls?

JERRY
We ought to wring your neck.

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

NELLIE
(suspiciously)
Why?

JOE
Because I got some plans --

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

JOE
And you'll be in all evening?

NELLIE
(melted by now)
Yes, Joe.

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

NELLIE
My car? Why, you --

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

JERRY
Isn't he a bit of terrific?

DISSOLVE TO:

EXT. CLARK STREET - DAY

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

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

JOE
Knock it off, will you?

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

INT. CHARLIE'S GARAGE - DAY

There are rows of parked cars, a lube rack and a gas pump.

Against the wall under a naked electric light bulb hanging
from a cord, five men are playing stud poker.

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

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

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

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

JERRY
(stops; puzzled)
Drop what?

JOE
We came to pick up a car.

TOOTHPICK CHARLIE
Oh, yeah?

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

JOE
Nellie Weinmeyer's car.

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

TOOTHPICK CHARLIE
Wise guys!

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

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

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

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

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

MECHANIC
Need some gas?

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

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

MECHANIC
Put it on Miss Weinmeyer's bill?

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

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

A black Dusenberg bursts the chain hanging across the street
entrance, skids into the garage, takes to a screeching stop
some ten feet from the card players. Toothpick Charlie and
his cronies leap up and reach for their guns.

Too late. Four men have scrambled out of the car, two armed
with submachine guns, the other two with sawed-off shotguns.
We recognize them as Spats Colombo's henchmen.

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

The frightened poker players start to obey.

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

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

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

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

SECOND HENCHMAN
(continues)
Okay, boss.

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

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

JERRY
(whispering)
It's Spats Colombo --

Joe clamps his hand over Jerry's mouth.

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

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

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

SPATS
Just dropped in to pay my respects.

TOOTHPICK CHARLIE
You don't owe me no nothing.

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

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

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

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

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

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

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

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

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

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

JERRY
I think I'm going to be sick.

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

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

SPATS
All right -- come on out of there.

Joe and Jerry emerge quakingly from behind the Hupmobile.

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

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

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

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

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

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

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

JOE
To Urbana. It's a hundred miles.

SPATS
You ain't going nowhere.

JERRY
(quavering)
We're not?

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

During this, one of the bodies huddled grotesquely against
the foot of the wall begins to stir. It is Toothpick Charlie.
He is covered with blood, but there is still a spark of life
in him, and his toothpick is still clutched between his teeth.

Painfully, he starts to worm his way across the floor toward
a phone on a wooden shelf.

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

SPATS
I don't like no witnesses.

JOE
We won't breathe a word.

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

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

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

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

Toothpick Charlie crumbles in a heap. He is quite dead.

Spats' be-spatted foot comes into SHOT, disdainfully kicks
the toothpick out of Charlie's mouth.

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

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

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

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

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

EXT. ALLEY - DAY

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

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

JOE
They got the bull-fiddle.

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

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

They start running even faster.

JERRY
Where are we running, Joe?

JOE
As far away as possible.

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

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

INT. CIGAR STORE - DAY

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

JOE
Got a nickel?

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

JERRY
You going to call the police?

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

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

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

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

JOE
Shave our legs, stupid.

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

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

Now Jerry gets it.

DISSOLVE TO:

EXT. CHICAGO RAILROAD PLATFORM - NIGHT

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

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

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

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

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

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

As they proceed along the platform, a gust of wind sends
their skirts billowing. Jerry stops again and pulls his skirt
down.

JERRY
And it's so drafty. They must be
catching colds all the time.

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

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

JOE
With those legs? Are you crazy?

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

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

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

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

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

JOE
What are you afraid of? Nobody's
asking you to have a baby. This is
just to get out of town.

The minute we hit Florida, we'll blow this set-up.

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

A newsboy approaches along the platform, peddling his papers.

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

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

JOE
Attagirl, Geraldine.

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

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

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

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

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

JOE
Well, here we are.

SUE
You two from the Poliakoff Agency?

JOE
Yes, we're the new girls.

JERRY
Brand new.

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

JOE
My name is Josephine.

JERRY
And I'm Daphne.

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

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

JOE
Likewise, I'm sure.

SUE
Where did you girls play before?

JERRY
Oh -- here and there -- and around.

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

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

BIENSTOCK
You're in Berths 7 and 7A.

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

BIENSTOCK
You're welcome.

JERRY
It's entirely mutual.

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

BIENSTOCK
Upsy-daisy.

JERRY
(coyly)
Fresh!

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

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

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

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

INT. PULLMAN CAR - NIGHT

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

JOE
(an angry whisper)
DAPHNE?

JERRY
I never did like the name Geraldine.

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

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

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

JOE
I'm Josephine. Sax.

There is a slew of general hellos.

MARY LOU
Welcome to No Man's Land.

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

ROSELLA
Take your corsets off and spread
out.

JERRY
Oh, I never wear one.

OLGA
Don't you bulge?

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

JOE
Come on, Daphne.

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

JERRY
No -- how does it go?

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

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

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

JOE
Watch it, Daphne!

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

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

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

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

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

JOE
Done what?

JERRY
Tore off one of my chests.

JOE
You'd better go fix it.

JERRY
You better come help me.

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

JOE
This way, Daphne.

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

Joe opens the curtain, propels him inside.

INT. WOMEN'S LOUNGE

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

SUGAR
OH!

JERRY
(arms folded across
chest)
Terribly sorry.

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

JOE
Tell what?

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

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

SUGAR
I'm Sugar Cane. I changed it. It
used to be Sugar Kowalczyk.

JERRY
Polish?

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

JOE
Where did he conduct?

SUGAR
On the Baltimore and Ohio.

JOE
Oh.

SUGAR
I play the ukulele. And I sing too.

JERRY
(to Joe)
She sings, too.

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

JOE
Running away? From what?

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

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

JERRY
We'll take a rain check.

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

JOE
We understand.

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

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

SUGAR
Are my seams straight?

JERRY
(examining her legs)
I'll say.

SUGAR
See you around, girls.

She waves and exits into the Pullman car.

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

JOE
Down, Daphne!

JERRY
How about the shape of that liquor
cabinet?

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

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

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

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

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

DISSOLVE:

EXT. LOCOMOTIVE WHEELS - NIGHT

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

INT. PULLMAN CAR - NIGHT

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

Sue, who is conducting from the aisle, raps her baton against
a seat. The girls stop playing.

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

JOE
No -- funerals.

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

JERRY
We'll try.

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

SUE
How did those holes get there?

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

JOE
(quickly)
We got it second-hand.

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

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

Now it is time for Sugar's solo. She steps forward with the
ukulele, and starts to sing a hot chorus of RUNNING WILD.

Holding on to the bull-fiddle, Jerry leans forward to get a
better view of Sugar's backfield in motion.

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

SUE
BIENSTOCK!

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

BIENSTOCK
Yes, Sue? What is it?

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

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

SUGAR
Please, Mr. Bienstock --

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

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

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

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

JERRY
Uh-huh. Just a little bourbon.

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

BIENSTOCK
Give me that!

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

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

JERRY
Yes. For a whole year.

SUE
I thought you said three years.

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

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

JERRY
(a blinking angel)
Men?

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

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

BIENSTOCK
(drawing himself up)
I beg your pardon.

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

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

DISSOLVE:

EXT. LOCOMOTIVE WHEELS - NIGHT

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

INT. PULLMAN CAR - NIGHT

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

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

EMILY
(climbing into an
upper)
Toodle-oo.

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

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

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

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

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

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

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

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

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

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

JERRY
What are you doing?

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

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

JOE
Fight it.

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

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

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

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

BIENSTOCK
Funny? In what way?

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

She swallows the pill, washes it down with water.

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

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

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

JOE
Good night, Daphne.

JERRY
(wretchedly)
Good night, Josephine.

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

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

EXT. LOCOMOTIVE WHEELS - NIGHT

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

DISSOLVE:

INT. PULLMAN CAR - NIGHT

There are just a few dim lights illuminating the aisle.

Everybody seems to be asleep, all is quiet -- except for
Bienstock's steady snoring in Lower 2.

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

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

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

SUGAR
(a whisper)
Daphne...

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

JERRY
Oh -- Sugar!

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

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

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

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

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

JERRY
Oh, I can think of a million things --

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

JERRY
And that's one of them.

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

She peers through the slit in the curtains.

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

Back in Upper 7, Sugar turns conspiratorially to Jerry.

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

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

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

JERRY
Stay as long as you'd like.

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

JERRY
No. It's nice and cozy.

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

JERRY
(mopping his brow)
Interesting.

SUGAR
Anything wrong?

JERRY
No, no.

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

JERRY
That's ridiculous.

SUGAR
And your head is hot.

JERRY
That's ridiculous.

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

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

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

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

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

SUGAR
What did you say?

JERRY
I'm a very sick girl.

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

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

SUGAR
I have a very low resistance.

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

SUGAR
You got some?

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

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

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

Jerry, the bottle clutched in his hand, is hanging upside
down, while Sugar in the upper berth holds on to his legs.

As Jerry tries to raise himself back up, he slips out of
Sugar's grasp, and sprawls in the aisle. He lies absolutely
still, afraid that Joe may have heard him.

SUGAR
(a solicitous whisper)
You all right?

JERRY
(getting up)
I'm fine.

SUGAR
How's the bottle?

JERRY
Half-full.

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

SUGAR
(to Jerry)
You better get some cups.

Jerry pads over to the water fountain beside the rest rooms.

He punches out a couple of paper cups from a dispense, flits
back to Berth 7, and scurries up the ladder.

Dolores watches all this with great interest.

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

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

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

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

SUGAR
I may spill something.

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

SUGAR
What's the surprise?

JERRY
(coyly)
Uh-uh. Not yet.

SUGAR
When?

JERRY
We better have a drink first.

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

JERRY
No fair guessing.

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

DOLORES
This a private clambake, or can
anybody join?

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

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

DOLORES
Sure.

JERRY
Who needs vermouth?

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

DOLORES
Okay.
(starts down the ladder)

JERRY
Manhattans? This time of night?

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

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

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

MARY LOU
What's up?

DOLORES
Party in Upper 7.

MARY LOU
I got some cheese and crackers.

DOLORES
And get a corkscrew.

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

MARY LOU
Party in Upper 7. Got a corkscrew?

ROSELLA
(wide awake)
No. But Stella has.

MARY LOU
Get some cups.

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

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

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

Jerry is trying vainly to stem the invasion of gatecrashers.

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

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

OLGA
Here's the cocktail shaker.

Sugar starts measuring bourbon and vermouth into it.

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

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

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

EMILY
Hey -- you got any maraschino cherries
on you?

JOE
(half asleep)
Huh?

EMILY
Never mind.

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

JOE
Maraschino cherries?

Slowly he becomes aware of the sounds of revelry up above.

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

Frantically, Joe jumps out of his birth. He is confronted by
a sight which knocks into a cocked hat the principle that
two bodies cannot occupy the same space at the same time.

In a triumph of engineering, fourteen girls have squeezed
themselves into Upper 7 -- or to be exact, thirteen girls
and Daphne -- not to mention the bourbon, the vermouth, the
Southern Comfort, the paper cups, the corkscrew, the hot
water bottle, the crackers and cheese, and the salami.

There is a seething tangle of arms and legs and blonde heads --
like a snake pit at feeding time.

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

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

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

He starts to tug at odd arms and legs.

Jerry pulls himself back into the berth.

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

Sugar starts to back out of the berth.

JERRY
Not you, Sugar.

SUGAR
I'm just going to get some ice.

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

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

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

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

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

Jerry sticks his head out, looks after Sugar.

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

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

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

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

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

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

INT. WOMEN'S LOUNGE - NIGHT

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

SUGAR
(pointing to sunken
washbowl)
Put it here.

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

SUGAR
Better keep a lookout.

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

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

SUGAR
I'm not very bright, I guess.

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

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

JOE
Then why did you take this job?

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

JOE
Afford it?

SUGAR
Have you ever been with a male band?

JOE
Me?

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

JOE
Rough?

SUGAR
I'll say.

JOE
You can't trust those guys.

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

JOE
Bingo?

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

JOE
(abandoning his lookout
post)
Really?

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

JOE
That so?

SUGAR
(hitting her head)
Every time!

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

SUGAR
But you're a girl, thank goodness.

JOE
(his throat drying up)
Yeah.

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

JOE
(drier yet)
Yeah.

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

JOE
You don't say?

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

JOE
Men!

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

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

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

Olga bursts in through the curtains.

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

Joe hands her the cymbal piled with ice.

JOE
How about a couple of drinks for us?

OLGA
Sure.

She scoots out. Joe and Sugar are alone again.

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

JOE
You are?

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

JOE
About what?

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

JOE
What's in Florida?

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

JOE
Going to catch yourself a rich bird?

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

JOE
You're entitled.

SUGAR
Maybe you'll meet one too, Josephine.

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

SUGAR
I want mine to wear glasses.

JOE
Glasses?

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

JOE
Well, now that you've mentioned it --

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

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

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

She dashes out. Joe looks after her, worriedly.

SUGAR
(raising cup)
Happy days.

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

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

INT. PULLMAN CAR - NIGHT

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

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

JERRY
(eagerly)
What did he say?

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

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

JERRY
(Lady Daphne again)
I beg your pardon.

Another hiccup. And another.

ROSELLA
Put some ice on her neck!

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

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

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

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

DOLORES
Hey, she's ticklish!

With that, all the girls pounce on Jerry, start to tickle
him.

Jerry flops around like a fish, screaming and laughing and
crying. In despair, his eyes fall on the emergency cord. He
makes a grab for the cord, pulls it.

EXT. LOCOMOTIVE WHEELS - NIGHT

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

INT. PULLMAN CAR - NIGHT

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

INT. WOMEN'S LOUNGE - NIGHT

Sugar, thrown off balance, grabs on to Joe.

SUGAR
What's happened?

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

He sticks his head out through the curtains.

INT. PULLMAN CAR - NIGHT

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

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

Bienstock staggers sleepily out of Lower 2.

BIENSTOCK
Are we in Florida?

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

The Conductor joins Sue and Bienstock.

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

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

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

JERRY
I was it.

SUE
What's the big idea?

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

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

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

EXT. LOCOMOTIVE WHEELS - NIGHT

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

DISSOLVE:

INT. PULLMAN CAR - NIGHT

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

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

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

JOE
Why not?

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

JOE
Want to switch berths with me?

SUGAR
Would you mind terribly?

JOE
Not at all.

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

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

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

SUGAR
Thanks, honey.

JOE
(starting away)
Good night, Sugar.

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

SUGAR'S VOICE
Good night, Josephine.

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

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

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

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

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

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

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

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

JERRY
(a honeyed whisper)
Sugar -- Sugar baby --

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

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

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

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

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

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

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

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

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

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

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

FADE OUT:

FADE IN:

EXT. SEMINOLE-RITZ HOTEL - DAY

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

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

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

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

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

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

SUGAR
Thank you, Daphne.

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

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

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

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

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

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

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

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

SUGAR
Yeah, I hope they brought their
grandsons along.

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

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

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

JERRY
(extending his foot
regally)
Help yourself.

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

JERRY
I am Cinderella the Second.

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

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

JERRY
Me too. Bye now.

OSGOOD
Let me carry one of the instruments.

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

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

INT. LOBBY OF THE SEMINOLE-RITZ - DAY

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

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

JERRY
Personally, I'm Type O.

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

JERRY
You don't say.

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

JERRY
You invest in shows?

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

JERRY
You're not sure?

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

JERRY
I'm not surprised.

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

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

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

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

JERRY
Sorry. I'll be on the bandstand.

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

JERRY
Bull fiddle.

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

JERRY
Most of the time I slap it.

OSGOOD
You must be quite a girl.

JERRY
Wanna bet?

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

JERRY
Why?

OSGOOD
She doesn't approve of girls who
smoke.

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

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

OSGOOD
Goodbye?

JERRY
This is where I get off.

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

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

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

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

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

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

OSGOOD
Please. It won't happen again.

JERRY
No, thank you. I'll walk.

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

OSGOOD
Zowie!

INT. FOURTH FLOOR CORRIDOR - DAY

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

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

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

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

DOLORES
Me and Sugar?

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

Joe and Sugar are moving on toward their rooms.

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

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

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

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

JOE
Saxophone player?

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

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

SUGAR
What makes you so sure?

JOE
Just my feminine intuition.

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

INT. ROOM 413 - DAY

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

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

BELLHOP
Are these your bags?

JOE
Yes. And that one, too.

BELLHOP
Okay, doll.

JOE
I suppose you want a tip?

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

JOE
Bye.

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

JOE
Why?

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

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

BELLHOP
Wanna see my driver's license?

JOE
Get lost, will you?

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

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

JERRY
Why, that dirty old man!

He throws the instruments disgustedly on one of the beds.

JOE
What happened?

JERRY
I got pinched in the elevator.

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

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

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

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

JOE
Blow where?

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

JOE
How can we? We're broke.

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

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

JERRY
But this is so humiliating.

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

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

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

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

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

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

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

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

There is a KNOCK on the door.

BIENSTOCK'S VOICE
Are you decent?

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

JOE
Come in.

Bienstock comes in.

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

JERRY
A what?

BIENSTOCK
My suitcase -- with all my resort
clothes.

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

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

Sugar appears in the doorway behind him.

SUGAR
Where's my ukulele?

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

He goes out, shaking his head in puzzlement.

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

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

JERRY
You betcha.

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

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

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

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

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

He steps into the bathroom, turns on the faucet.

JERRY
Yeah -- let her soak. Come on.

JOE
Don't get burned, Daphne.

SUGAR
Oh, I have some suntan lotion.

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

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

DISSOLVE TO:

EXT. BEACH - DAY

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

SUGAR
Daphne! Cut that out!

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

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

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

A good-sized wave comes rolling in.

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

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

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

The girls are scampering out of the water, and some of them
start to toss a beach ball around. Sugar and Jerry come
running up to the beach hand in hand. They take their caps
off, and Sugar puts on a short terry-cloth jacket.

Jerry jumps around on one foot, his head tilted, shaking the
water out of his ear, then starts to rub himself off with a
towel.

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

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

SUGAR
I mean, your shoulders -- and your
arms --

JERRY
That's from carrying around the bull
fiddle.

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

JERRY
What's that?

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

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

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

JERRY
Come on, Sugar -- let's play.

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

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

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

JUNIOR
Nah. I wanna play.

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

They boy looks up at him, fearfully.

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

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

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

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

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

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

SUGAR
My fault.

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

SUGAR
I don't think so.

JOE
I wish you'd make sure.

SUGAR
Why?

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

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

JOE
(returning to chair)
Thank you.

SUGAR
Who are you?

JOE
Now, really --

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

JERRY
Hey, Sugar -- come on.

Sugar picks up the ball.

JOE
(blase)
So long.

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

SUGAR
Haven't I seen you somewhere before?

JOE
(without looking up)
Not very likely.

SUGAR
Are you staying at the hotel?

JOE
Not at all.

SUGAR
Your face is familiar.

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

SUGAR
That must be it.

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

SUGAR
Your view of what?

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

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

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

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

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

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

JOE
No, my flag steward.

SUGAR
And who mixes the cocktails -- your
wife?

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

SUGAR
I'm not interested at all.

JOE
Well, I'm not.

SUGAR
That's very interesting.

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

SUGAR
(continuing)
How's the stock market?

JOE
(lackadaisically)
Up, up, up.

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

JOE
Could be. Do you play the market?

SUGAR
No -- the ukulele. And I sing.

JOE
For your own amusement?

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

JOE
You're society girls?

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

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

SUGAR
Yeah. Real hot.

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

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

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

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

JOE
Inauguration balls --

SUGAR
Opening of the Opera --

JOE
Riding to hounds --

SUGAR
-- and always the same Four Hundred.

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

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

JOE
I beg your pardon?

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

JOE
What theory?

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

JOE
Tonight?

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

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

SUGAR
Why?

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

SUGAR
Oh?

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

SUGAR
You collect shells?

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

SUGAR
(wide-eyed)
Shell Oil?

JOE
Please -- no names. Just call me
Junior.

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

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

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

JERRY
(a casual glance at
Joe)
Okay.

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

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

JERRY
(points; speechless)
You -- you --

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

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

JERRY
Vanity Fair?

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

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

JERRY
His yacht?

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

JERRY
I'm a what?

SUGAR
Or was it Bryn Mawr?

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

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

SUGAR
Well, I guess I'd better go --

JOE
It's been delightful meeting you
both.

SUGAR
And you will come to hear us tonight?

JOE
If it's at all possible --

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

SUGAR
Come on, Daphne.

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

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

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

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

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

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

JERRY
Yeah -- Josephine.

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

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

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

SUGAR
We don't have to run.

JERRY
Oh yes, we do!

DISSOLVE TO:

INT. FOURTH FLOOR CORRIDOR - DAY

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

INT. ROOM 413 - DAY

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

JERRY
Josephine --

SUGAR
I guess she's not in here.

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

SUGAR
Well, I'll come back later.

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

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

JERRY
Yeah. This is one for Ripley.

SUGAR
Do you suppose she went out shopping?

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

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

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

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

SUGAR
Josephine.

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

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

SUGAR
The most wonderful thing happened --

JOE
What?

SUGAR
Guess!

JOE
They repealed Prohibition?

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

SUGAR
I met one of them.

JOE
One of whom?

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

JOE
(beaming)
You don't say!

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

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

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

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

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

JOE
Shells? Whatever for?

JERRY
You know -- the old shell game.

JOE
Daphne, you're bothering us.

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

JOE
I am?

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

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

SUGAR
I hope so.

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

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

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

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

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

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

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

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

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

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

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

The phone RINGS.

JERRY
(continuing)
Telephone --

Joe closes in relentlessly.

JERRY
(continuing)
You better answer the phone --

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

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

EXT. FANTAIL OF THE YACHT CALEDONIA - DAY

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

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

INT. ROOM 413 - DAY

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

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

OSGOOD - ON PHONE.

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

JOE - ON PHONE.

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

OSGOOD - ON PHONE.

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

JOE - ON PHONE.

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

OSGOOD - ON PHONE.

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

INT. ROOM 413 - DAY

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

Jerry comes up, still holding the towel.

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

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

JERRY
What message? What motorboat?

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

JERRY
Oh, he does!

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

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

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

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

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

JERRY
And where's he going to be?

JOE
He's going to be ashore with you.

JERRY
With ME?

JOE
That's right.

JERRY
Oh, no! Not tonight, Josephine!

DISSOLVE TO:

INT. HOTEL BALLROOM - NIGHT

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

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

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

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

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

On the bandstand, Jerry looks away haughtily.

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

JERRY
You can both go take a flying jump.

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

Jerry smiles feebly.

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

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

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

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

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

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

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

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

JOE
Bull fiddle.

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

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

JOE
Beat it, Buster.

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

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

JERRY
What are you doing with my flowers?

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

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

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

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

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

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

JERRY
(sarcastically)
No!

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

JERRY
No!

SUGAR
Yes.

JOE
(to Jerry)
You heard her -- yes.

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

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

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

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

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

Behind her, Sugar picks up her ukulele and the basket of
flowers, tiptoes off the stand. Joe waves after her, wishing
her luck. Sugar hurries toward the staircase, passing
Bienstock, who is planted near the reservation desk. As Sue
cuts off the music Joe frantically packs up his saxophone.

Then he leaps off the bandstand, and dashing past the
bewildered Bienstock, starts up the stairs two at a time.

DISSOLVE TO:

INT. ROOM 413 - NIGHT

Joe barges in, drops the saxophone case, locks the door.
Then he darts into the bathroom, wriggling out of his dress.

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

EXT. BALCONY OF ROOM 413 - NIGHT

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

EXT. SIDE ENTRANCE OF HOTEL - NIGHT

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

EXT. HOTEL GROUNDS - NIGHT

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

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

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

JERRY
I'll throw up!

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

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

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

OSGOOD
Who?

JERRY
(catching himself)
About that roadhouse --

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

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

OSGOOD
You're a pretty hot little firecracker
yourself.

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

Sugar is now almost running toward the pier, a look of great
expectation on her face. This is the big night of her life.

Joe is pedaling desperately to get to the pier before her,
oblivious of the earrings dangling incongruously from his
ear lobes.

EXT. PIER - NIGHT

About a dozen motorboats are tied up to the pier. Sugar
hurries across the planking and up the stairs to the deserted
pier, stops and looks around for her date. Behind her, Joe
comes skimming along the planking on his bicycle, swoops
under the pier.

A disheartened Sugar thinks that she has been stood up.

Joe dismounts from the bike, ducks underneath the pier, and
hops into the motorboat marked CALEDONIA.

Straightening up, he waves to Sugar on the pier above him.

JOE
Ahoy there!

Sugar turns, her face lighting up.

SUGAR
Ahoy!

She hurries down the steps toward him.

Joe suddenly remembers his glasses. He takes them out of his
pocket, puts them on. As he does so, he feels the Earrings.
He pulls them off, shoves them in his pocket -- and he's not
a second too soon, for Sugar has just about reached him.

SUGAR
(continuing)
Been waiting long?

JOE
(Cary Grant again)
It's not how long you wait -- it's
who you're waiting for.

He helps her down into the motorboat.

SUGAR
Thank you. And thank you for the
flowers.

JOE
I wanted them to fly down some orchids
from our greenhouse but all of Long
Island is fogged in.

SUGAR
It's the thought that counts.

She settles herself back on the cushioned seat. Joe starts
fiddling around with the mysterious knobs on the instrument
panel. He pushes, pulls, twists the knob -- finally the motor
turns over, but does not catch.

JOE
I seem to be out of gas.

SUGAR
It's sort of funny -- you being out
of gas -- I mean, Shell Oil and
everything --

Joe, working the knobs desperately, does something right,
and the motor starts with a ROAR.

JOE
Here we go.

He presses every lever he can find, manages to shift into
gear. The boat backs out erratically. Joe shifts into neutral,
but no matter how hard he tries to find the forward gear, he
keeps winding up in reverse.

JOE
(apologetically)
I just got this motorboat -- it's an
experimental model.

SUGAR
Looks like they're on the wrong track.

JOE
Do you mind riding backwards? It may
take a little longer --

SUGAR
It's not how long it takes -- it's
who's taking you.

The motorboat glides off backwards, and as though it were
the most natural thing in the world, skims out toward the
open water, where the yachts are anchored.

DISSOLVE TO:

EXT. YACHT AT ANCHOR - NIGHT

The CALEDONIA is bobbing gently on a calm, moonlit sea.

The motorboat with Joe and Sugar comes in stern-backwards.
Joe, looking over his shoulder, maneuvers the motorboat to a
stop under the landing ladder. (Reams of romantic music under
all of this).

DISSOLVE TO:

EXT. DECK OF CALEDONIA - NIGHT

as Joe and Sugar aboard. She gazes around, starry-eyed.

SUGAR
It looked so small from the beach --
but when you're on it, it's more
like a cruiser -- or a destroyer.

JOE
Just regulation size. We have three
like this.

SUGAR
Three?

JOE
Mother keeps hers in Southampton --
and Dad took his to Venezuela -- the
company is laying a new pipe line.

SUGAR
My dad is more interested in
railroads. Baltimore and Ohio. Which
is the port and which is the
starboard?

JOE
(the old mariner)
Well, that depends -- on whether
you're coming or going -- I mean,
normally the aft is on the other
side of the stern -- and that's the
bridge -- so you can get from one
side of the boat to the other -- how
about a glass of champagne?

SUGAR
Love it. Which way?

JOE
Yes -- now let's see -- where do you
suppose the steward set it up?

He looks around, confused by the unfamiliar geography, then
tentatively opens the nearest door, revealing a flight of
stairs leading below deck.

SUGAR
Oh, you have an upstairs and a
downstairs.

JOE
Yes -- that's our hurricane cellar.

He closes the door, opens another one -- it's a storage bin,
containing mops, pails, coils of rope, etc.

JOE
(continuing)
And another nice thing about this
yacht -- lots of closet space.

Sugar, meanwhile, has stepped up to a lighted porthole, looks
inside.

SUGAR
Oh -- in here.

JOE
Of course. On Thursdays, they always
serve me in the small salon.

He opens the door, ushers Sugar inside.

INT. SALON OF YACHT - NIGHT

It's a very elegant layout -- mahogany paneling, shelves of
trophies, a stuffed marlin on the wall, a luxurious couch
with a table for two et up beside it. On the table are lit
candles, cold pheasant under glass, and champagne in a silver
ice bucket.

Joe and Sugar come in, and as Joe takes his cap off, Sugar
looks around, dazzled.

SUGAR
It's exquisite -- like a floating
mansion.

JOE
It's all right for a bachelor.

SUGAR
(stopping by the
stuffed marlin)
What a beautiful fish.

JOE
Caught him off Cape Hatteras.

SUGAR
What is it?

JOE
Oh -- a member of the herring family.

SUGAR
A herring? Isn't it amazing how they
get those big fish into those little
glass jars?

JOE
They shrink when they're marinated.

During this, he has opened the champagne, filled a couple of
glasses.

JOE
(continuing)
Champagne?

SUGAR
I don't mind if I do.

JOE
(toasting her)
Down the hatch -- as we say at sea.

SUGAR
Bon voyage.

As she sips the drink, she glances at the shelves of trophies.

SUGAR
Look at all that silverware.

JOE
Trophies. You know -- skeet-shooing,
dog-breeding, water polo...

SUGAR
Water polo -- isn't that terribly
dangerous?

JOE
I'll say. I had two ponies drowned
under me.

SUGAR
Where's your shell collection?

JOE
Yea, of course. Now where could they
have put it?
(looking under the
couch)
On Thursdays, I'm sort of lost around
here.

SUGAR
What's on Thursdays?

JOE
It's the crews' night off.

SUGAR
You mean we're alone on the boat?

JOE
Completely.

SUGAR
You know, I've never been completely
alone with a man before -- in the
middle of the night -- in the middle
of the ocean.

JOE
Oh, it's perfectly safe. We're well
anchored -- the ship is in shipshape --
and the Coast Guard promised to call
me if there are any icebergs around.

SUGAR
It's not the icebergs. But there are
certain men who would try to take
advantage of a situation like this.

JOE
You're flattering me.

SUGAR
Well, of course, I'm sure you're a
gentleman.

JOE
Oh, it's not that. It's just that
I'm -- harmless.

SUGAR
Harmless -- how?

JOE
Well, I don't know how to put it --
but I have this thing about girls.

SUGAR
What thing?

JOE
They just sort of leave me cold.

SUGAR
You mean -- like frigid?

JOE
It's more like a mental block. When
I'm with girls, it does nothing to
me.

SUGAR
Have you tried?

JOE
Have I? I'm trying all the time.

He casually puts his arms around her, kisses her on the lips,
lets go of her again.

JOE
(continues)
See? Nothing.

SUGAR
Nothing at all?

JOE
Complete washout.

SUGAR
That makes me feel just awful.

JOE
Oh, it's not your fault. It's just
that every now and then Mother Nature
throws somebody a dirty curve.
Something goes wrong inside.

SUGAR
You mean you can't fall in love?

JOE
Not anymore. I was in love once --
but I'd rather not talk about it.
(takes the glass bell
off the cold cuts)
How about a little cold pheasant?

SUGAR
What happened?

JOE
I don't want to bore you.

SUGAR
Oh, you couldn't possibly.

JOE
Well, it was my freshman year at
Princeton -- there was this girl --
her name was Nellie -- her father
was vice-president of Hupmobile --
she wore glasses, too. That summer
we spent our vacation at the Grand
Canyon -- we were standing on the
highest ledge, watching the sunset --
suddenly we had an impulse to kiss --
I took off my glasses -- I took a
step toward her -- she took a step
toward me --

SUGAR
(hand flying to mouth)
Oh, no!

JOE
Yes. Eight hours later they brought
her up by mule -- I gave her three
transfusions -- we had the same blood
type -- Type O -- it was too late.

SUGAR
Talk about sad.

JOE
Ever since then --
(indicating heart)
Numb -- no feelings. Like my heart
was shot full of novocaine.

SUGAR
You poor, poor boy.

JOE
Yes -- all the money in the world --
but what good is it?
(holding out serving
plate)
Mint sauce or cranberries?

SUGAR
How can you think about food at a
time like this?

JOE
What else is there for me?
(tears off leg of
pheasant)

SUGAR
Is it that hopeless?

JOE
(eating)
My family did everything they could --
hired the most beautiful French
upstairs maids -- got a special tutor
to read me all the books that were
banned in Boston -- imported a whole
troupe of Balinese dancers with bells
on their ankles and those long
fingernails -- what a waste of money!

SUGAR
Have you ever tried American girls?

JOE
Why?

She kisses him -- pretty good, but nothing spectacular.

SUGAR
Is that anything?

JOE
(shaking his head)
Thanks just the same.

He resumes nibbling on the pheasant leg, sits on the couch.

SUGAR
Maybe if you saw a good doctor...

JOE
I have. Spent six months in Vienna
with Professor Freud -- flat on my
back --
(stretches out the
couch, still eating)
then there were the Mayo Brothers --
and injections and hypnosis and
mineral baths -- if I weren't such a
coward, I'd kill myself.

SUGAR
Don't talk like that. I'm sure there
must be some girl some place that
could --

JOE
If I ever found a girl that could --
I'd marry her like that.

He snaps his fingers. The word "marriage" makes something
snap inside Sugar, too.

SUGAR
Would you do me a favor?

JOE
What is it?

SUGAR
I may not be Dr. Freud or a Mayo
Brother or one of those French
upstairs girls -- but could I take
another crack at it?

JOE
(blase)
All right -- if you insist.

She bends over him, gives him a kiss of slightly higher
voltage.

SUGAR
Anything this time?

JOE
I'm afraid not. Terribly sorry.

SUGAR
(undaunted)
Would you like a little more
champagne?
(proceeds to refill
glasses)
And maybe if we had some music --
(indicating lights)
-- how do you dim these lights?

JOE
Look, it's terribly sweet of you to
want to help out -- but it's no use.
(pointing)
think the light switch is over there --
(Sugar dims lights)
-- and that's the radio.
(Sugar switches it on)
It's like taking somebody to a concert
when he's tone deaf.

By this time there is only candlelight in the salon, and
from the radio comes soft music -- STAIRWAY TO THE STARS.
Sugar crosses to the couch with two champagne glasses, hands
one to Joe, sits beside him. Joe drinks down the champagne,
and Sugar hands him the second glass. He drains that, too.

SUGAR
You're not giving yourself a chance.
Don't fight it. Relax.
(she kisses him again)

JOE
(shaking his head)
It's like smoking without inhaling.

SUGAR
So inhale!

This kiss is the real McCoy. As they stay locked in each
other's arms --

WIPE TO:

INT. ROADHOUSE - NIGHT

It is small, dark, and practically deserted. The Cuban band
is playing LA CUMPARSITA. Among the dancers on the floor are
Osgood and Jerry, easily the most stylish couple in the joint.
Jerry has the flower tucked in his cleavage. As they tango --

OSGOOD
Daphne...

JERRY
Yes, Osgood?

OSGOOD
You're leading again.

JERRY
Sorry.

They tango on.

WIPE BACK TO:

INT. SALON OF CALEDONIA - NIGHT

Joe and Sugar are still in the same embrace. The radio music
continues. Finally they break.

SUGAR
(waiting for the
verdict)
Well -- ?

JOE
I'm not quite sure. Try it again.

She does. As they break, she looks at him -- the suspense is
unbearable.

JOE
(trying to diagnose
it)
I got a funny sensation in my toes --
like somebody was barbecuing them
over a slow flame.

SUGAR
Lets throw another log on the fire.

Another kiss.

JOE
I think you're on the right track.

SUGAR
I must be -- because your glasses
are beginning to steam up.

She kisses him again.

WIPE TO:

INT. ROADHOUSE - NIGHT

Osgood and Jerry have now got the tango by the throat. Jerry
is dancing with his back to the CAMERA, and as Osgood whips
him around, we see that Jerry has the flower clamped between
his teeth. They reverse positions again, and Osgood grabs
the flower between his teeth.

WIPE BACK TO:

INT. SALON OF CALEDONIA - NIGHT

The radio is still on, and Joe and Sugar are just coming out
of their last kiss. Joe removes his glasses, which are now
completely fogged up.

JOE
I never knew it could be like this.

SUGAR
Thank you.

JOE
They told me I was caputt -- finished --
washed up -- and now you're making a
chump out of all those experts.

SUGAR
Mineral baths -- now really!

JOE
Where did you learn to kiss like
that?

SUGAR
Oh, you know -- Junior League --
charity bazaars -- I used to sell
kisses for the Milk Fund.

They kiss again.

JOE
(going, going, gone)
Tomorrow, remind me to send a check
for a hundred thousand dollars to
the Milk Fund.

She doesn't have to kiss him any more -- he takes over now.

WIPE TO:

INT. ROADHOUSE - NIGHT

The chairs are stacked on the tables, and Osgood and Jerry
are the only couple on the floor. Osgood, wearing the flower
behind his ear, and massaging his behind with a tablecloth,
is tangoing with wild abandon around Jerry.

Suddenly he grabs Jerry, bends him over in a dashing dip.

They straighten up, dance a couple of steps, and now Jerry
returns the compliment -- he almost breaks Osgood's spine
with an even more dashing dip.

As for the Cuban musicians -- we now discover that Osgood
has kept his word. They are all blindfolded.

DISSOLVE TO:

EXT. YACHT AT ANCHOR - DAWN

Sugar and Joe are in the motorboat, gliding away from the
Caledonia toward the pier -- backwards, naturally. It is
quite romantic -- with the sun about to rise -- and the
incidental music augmenting the mood.

DISSOLVE TO:

EXT. PIER - DAWN

Joe and Sugar, his arm over her shoulder, walk dreamily toward
the hotel. From the other direction comes Osgood, twirling
the flower in his hand, and humming LA CUMPARSITA. As he
passes Sugar and Joe, he waves to them jauntily, then
continues toward the same motorboat which just deposited
them. He gets in, starts the motor, takes off.

DISSOLVE TO:

EXT. HOTEL ENTRANCE - DAWN

Joe leads Sugar up to the steps, then stops and faces her.

JOE
Good night.

SUGAR
Good morning.

JOE
How much do I owe the Milk Fund so
far?

SUGAR
Eight hundred and fifty thousand
dollars.

JOE
Let's make it an even million.

He gives her a final kiss. Sugar turns, starts up the steps,
then stops and comes back to him.

SUGAR
I forgot to give you your receipt.

She kisses him, then floats through the entrance of the hotel.
Joe watches her till she is out of sight, then takes off his
glasses. He hurries up the steps, starts to climb up one of
the posts of the veranda.

INT. ROOM 413 - DAWN

Jerry, still in his evening gown, is stretched out on his
bed, gaily singing LA CUMPARSITA and accompanying himself
with a pair of maracas. Joe appears over the railing of the
balcony, steps through the window into the room.

JOE
(exuberant)
Hi, Jerry. Everything under control?

JERRY
Have I got things to tell you!

JOE
What happened?

JERRY
(beaming)
I'm engaged.

JOE
Congratulations. Who's the lucky
girl?

JERRY
I am.

JOE
WHAT?

JERRY
(brimming over)
Osgood proposed to me. We're planning
a June wedding.

JOE
What are you talking about? You can't
marry Osgood.

JERRY
(getting up)
You think he's too old for me?

JOE
Jerry! You can't be serious!

JERRY
Why not? He keeps marrying girls all
the time!

JOE
But you're not a girl. You're a guy!
And why would a guy want to marry a
guy?

JERRY
Security.

JOE
Jerry, you'd better lie down. You're
not doing well.

JERRY
Look, stop treating me like a child.
I'm not stupid. I know there's a
problem.

JOE
I'll say there is!

JERRY
His mother -- we need her approval.
But I'm not worried -- because I
don't smoke.

JOE
Jerry -- there's another problem.

JERRY
Like what?

JOE
Like what are you going to do on
your honeymoon?

JERRY
We've been discussing that. He wants
to go to the Riviera -- but I sort
of lean toward Niagara Falls.

JOE
You're out of your mind! How can you
get away with this?

JERRY
Oh, I don't expect it to last. I'll
tell him the truth when the time
comes.

JOE
Like when?

JERRY
Like right after the ceremony.

JOE
Oh.

JERRY
Then we'll get a quick annulment --
he'll make a nice settlement on me --
I'll have those alimony checks coming
in every month --

JOE
Jerry, listen to me -- there are
laws -- conventions -- it's just not
being done!

JERRY
But Joe -- this may be my last chance
to marry a millionaire!

JOE
Look, Jerry -- take my advice --
forget the whole thing -- just keep
telling yourself you're a boy!

JERRY
I'm a boy -- I'm a boy -- I wish I
were dead -- I'm a boy -- I'm a boy --
(slaps his wig down
on the desk)
What am I going to do about my
engagement present?

JOE
What engagement present?

Jerry picks up a jewel box, opens it, hands it to Joe.

JERRY
He gave me this bracelet.

Joe takes Bienstock's glasses out of his pocket, examines
the bracelet through one of the lenses.

JOE
Hey -- these are real diamonds.

JERRY
Naturally. You think my fiancÚ is a
bum? Now I guess I'll have to give
it back.

JOE
Wait a minute -- lets not be hasty.
After all, we don't want to hurt
poor Osgood's feelings.

There is a KNOCK on the door.

JOE
(in girl's voice)
Just a minute.

They grab their wigs, slap them on. Joe dives into bed,
pulling the covers up to his chin.

SUGAR'S VOICE
It's me -- Sugar.

JOE
Come in.

Sugar, in a negligee, comes in -- or rather, floats in.

SUGAR
I thought I heard voices -- and I
just had to talk to somebody. I don't
feel like going to sleep.

JERRY
I know what you need -- a slug of
bourbon.

He opens a bureau drawer, takes out the hot-water bottle.

SUGAR
Oh, no. I'm off that stuff -- for
good.

JOE
Did you have a nice time?

SUGAR
Nice?
(on a cloud)
It was suicidally beautiful.

JERRY
Did he get fresh?

SUGAR
Of course not. As a matter of fact,
it was just the other way around.
You see he needs help.

JERRY
What for?

SUGAR
And talk about elegant -- you should
see the yacht -- candlelight -- mint
sauce and cranberries.

JOE
Gee, I wish I'd been there.

SUGAR
I'm going to see him again tonight --
and every night -- I think he's going
to propose to me -- as soon as he
gets up his nerve.

JERRY
(looking at Joe)
That's some nerve!

JOE
(covering up quickly)
Daphne got a proposal tonight.

JERRY
Really?

SUGAR
From a rich millionaire.

JERRY
That's wonderful.
(suddenly turning to
Joe)
Poor Josephine.

JOE
(startled)
Me?

SUGAR
Daphne has a beau -- I have a beau --
if we could only find somebody for
you.

The door opens, and in strides the fresh Bellhop, gin bottle
in one hand and the passkey in the other.

BELLHOP
Here I am, doll!

Joe disappears under the covers.

FADE OUT:

FADE IN:

INT. LOBBY SEMINOLE-RITZ HOTEL - DAY

We are CLOSE on a doormat bearing the name SEMINOLE-RITZ
HOTEL. A pair of men's feet step across the mat, the shoes
encased in white linen spats.

CAMERA PULLS BACK TO REVEAL Spats Colombo entering the lobby,
surrounded by his four henchmen and followed by bellhops
carrying their luggage. The henchmen are all dolled up for
Florida -- knickers, Panamas, two-toned shoes -- and one of
them is carrying a golf bag.

Spats is somewhat more conservatively dressed in a light
gray business suit. They stop and look around.

Draped across the rear wall is an impressive banner reading:

WELCOME DELEGATES
10TH ANNUAL CONVENTION
FRIENDS OF ITALIAN OPERA

SECOND HENCHMAN
(reading banner)
Friends of Eye-talian Opera -- hey,
that's us!

A convention official, wearing a badge and ribbon identifying
him as a committee member, comes up to Spats.

FIRST OFFICIAL
Register over there.

Spats nods to his boys, and they move toward the registration
desk, past other groups of delegates. You would hate to meet
any of these mugs in a dark alley, but what makes it
heartwarming is that they all have a cauliflower ear for
good music.

Sitting on a settee is a gentleman reading the Police Gazette.
As he lowers the paper, we see it's our friend Mulligan, the
Federal agent. He looks after Spats and his boys with a wry
smile.

At the desk, Spats and his group are identifying themselves
to the registrar. Leaning against a column, supervising the
proceedings, is a dark, menacing young hoodlum, JOHNNY
PARADISE. He is insolently flipping a half dollar in the
air.

SPATS
(to registrar)
Spats Colombo -- delegate from Chicago --
South Side chapter.

The registrar pins an identification tag on his lapel.

PARADISE
Hi, Spats. We was laying eight to
one you wouldn't show.

SPATS
Why wouldn't I?

PARADISE
We thought you was all broken up
about Toothpick Charlie.

SPATS
Well, we all got to go sometime.

PARADISE
Yeah. You never know who's going to
be next.
(jerks his thumb toward
screen)
Okay, Spats. Report to the Sergeant-
at-Arms.

SPATS
What for?

PARADISE
Orders from Little Bonaparte.

Spats has now been joined by the four henchmen, who have
also received their identification tags, and Paradise motions
them behind the screen.

Behind the screen, a couple of officials are waiting.

SECOND OFFICIAL
Put 'em up, Spats.

SPATS
What's the idea?

SECOND OFFICIAL
Little Bonaparte don't want no
hardware around.

Spats reluctantly complies and the official frisks him.

SECOND OFFICIAL
(continues)
Okay -- you're clean.

SPATS
(tapping official's
pocket)
You're not.

He pulls an automatic out of the official's shoulder holster,
tosses it into a wire basket which already holds a large
collection of hardware.

The official glares at him, then turns and runs his hands
down the First Henchman. He feels something at the bottom of
one of his knickers, pulls elastic cuff. A gun drops out.

FIRST HENCHMAN
It ain't loaded.

The official pulls the elastic of the other knicker, and
several dozen bullets drop to the floor. The official kicks
them away, faces the henchman with the golf bag.

SECOND OFFICIAL
What's in there?

SECOND HENCHMAN
My golf clubs. Putter, niblick, number
three iron --

The official pulls a submachine gun out of the bag.

SECOND OFFICIAL
What's this?

SECOND HENCHMAN
My mashie.

Spats emerges from behind the screen.

PARADISE
(still tossing coin)
See you at the banquet, Spats.

Spats looks at the young punk contemptuously, snatches the
coin out of the air.

SPATS
Where did you pick up that cheap
trick?
(drops the coin in
the kid's breast
pocket)
Come on, boys.

He and his henchmen start across the lobby toward the
reception counter. As they pass Mulligan, he rises.

MULLIGAN
Well, Spats Colombo -- if I were saw
one.

SPATS
Hello, copper. What brings you down
to Florida?

MULLIGAN
I heard you opera-lovers were having
a little rally -- so I thought I
better be around in case anybody
decides to sing.

SPATS
Big joke!

MULLIGAN
Say, Maestro -- where were you at
three o'clock on St. Valentine's
Day?

SPATS
Me? I was at Rigoletto.

MULLIGAN
What's his first name? And where
does he live?

SPATS
That's an opera, you ignoramus.

MULLIGAN
Where did they play it -- in a garage
on Clark Street?

SPATS
Clark Street? Never heard of it.

MULLIGAN
Ever hear of the DeLuxe French
Cleaners on Wabash Avenue?

SPATS
Why?

MULLIGAN
Because the day after the shooting
you sent in a pair of spats -- they
had blood on them.

SPATS
I cut myself shaving.

MULLIGAN
You shave with your spats on?

SPATS
I sleep with my spats on.

MULLIGAN
Quit kidding. You did that vulcanizing
job on Toothpick Charlie -- and we
know it.

SPATS
You and who else?

MULLIGAN
Me and those two witnesses whom your
lawyers have been looking for all
over Chicago.

SPATS
You boys know anything about any
garage -- or any witnesses?

FIRST HENCHMAN
Us? We was with you at Rigoletto's.

MULLIGAN
Don't worry, Spats. One of these
days we'll dig up those two guys.

SPATS
That's what you'll have to do -- dig
'em up!

He leads his boys away from Mulligan toward the reception
desk.

The elevator door opens, and among the passengers stepping
out are Joe and Jerry, in their summer dresses. Joe is
carrying their room key.

JERRY
(indicating diamond
bracelet on wrist)
I feel like such a tramp -- taking
jewelry from a man under false
pretenses.

JOE
Get it while you're young. And you
better fix your lips. You want to
look nice for Osgood, don't you?

Jerry stops, takes a mirror and lipstick out of his handbag,
starts to touch up his lips.

JERRY
It's just going to break his heart
when he finds out I can't marry him.

JOE
So? It's going to break Sugar's heart
when she finds out I'm not a
millionaire. That's life. You can't
make an omelette without breaking an
egg.

JERRY
What are you giving me with the
omelette?

JOE
Nag, nag, nag. Look, we got a yacht,
we got a bracelet, you got Osgood,
I've got Sugar -- we're really
cooking.

JERRY
(his eyes transfixed
by something he sees
in the mirror)
Joe --

JOE
What?

What Jerry sees in the mirror is Spats Colombo and the four
henchmen.

JERRY
Something tells me the omelette is
about to hit the fan.

He nods in the direction of the reception desk. Joe looks,
sees what Jerry has seen, then --

JOE
Come on, Daphne.

With as much grace as they can muster, they hurry back toward
the elevator. The doors are just opening, and our Bellhops
comes backing out, trundling an old man in a wheelchair. The
old man wears a Panama hat, dark glasses, and is covered up
to his chin with a plaid blanket.

Joe and Jerry almost fall over the invalid in their haste to
get to the elevator.

INT. ELEVATOR - (CONTINUOUS) - DAY

Joe and Jerry scramble inside.

JOE
Going up.

As the elevator operator starts to close the doors, he is
arrested by --

SPATS' VOICE
Hold it.

Joe and Jerry freeze as Spats steps into the elevator,
followed by the four henchmen.

SPATS
I don't mean to be forward -- but
ain't I had the pleasure of meeting
you two broads before?

JOE
Oh, no!

JERRY
You must be thinking of two other
broads.

SECOND HENCHMAN
You ever been in Chicago?

JERRY
Us? We wouldn't be caught dead in
Chicago.

Spats, his interest aroused, is now also studying the two
boys. To their relief, the elevator stops and the operator
opens the door.

OPERATOR
Third floor.

FIRST HENCHMAN
(to the boys)
What floor are you on?

JOE
Never you mind.

He waves them away with the hand holding the room key. The
henchman glances at the numbered tag.

FIRST HENCHMAN
Room 413 -- we'll be in touch.

He follows the others out.

JERRY
(coyly)
Don't call us -- we'll call you.

As the elevator doors start to close, Spats glances over his
shoulder toward the boys, frowning thoughtfully. In the
elevator, Joe and Jerry look at each other, swallow hard.

DISSOLVE TO:

INT. ROOM 413 - DAY

Joe and Jerry are frantically dumping their clothes into two
open suitcases on the bed.

JERRY
I tell you, Joe, they're on to us.
They're going to line us up against
the wall and --
(imitating machine
gun)
Eh-eh-eh-eh-eh -- and then the police
are going to find two dead dames,
and they're going to take us to the
ladies' morgue, and when they undress
us -- I tell you, Joe, I'm just going
to die of shame.

JOE
Shut up and keep packing.

JERRY
Okay, Joe.

He picks up an orchid corsage, in a transparent box, from
the desk, starts to put it into the suitcase.

JOE
(grabbing it)
Not that, you idiot.

JERRY
But they're from Osgood. He wanted
me to wear them tonight.

Joe tosses the corsage box into the waste basket. Jerry starts
to pack the maracas.

JERRY
I'll never find another man who's so
good to me.

Joe fishes out Bienstock's yachting cap from under the bed,
turns it over in his hand, lost in thought.

JERRY
(continues)
Joe, if we get out of this hotel
alive, you know what we're going to
do? We're going to sell the bracelet,
and grab a boat to South America and
hide out in one of those banana
republics --
(removes bracelet,
puts it in jewel
case on desk)
The way I figure is, if we eat nothing
but bananas, we can live there for
fifty years -- maybe a hundred years --
that is, if we get out of the hotel
alive.
(looking around)
Did we forget anything?

JOE
(still studying cap)
There's our shaving stuff -- and
there's Sugar.

JERRY
Sugar?

JOE
(picking up phone)
Get me Room 414.

JERRY
What do you think you're doing?

JOE
Making a telephone call.

JERRY
Telephone call? Who's got time for
that?

JOE
We can't just walk out on her without
saying goodbye.

JERRY
Since when? Usually you leave 'em
with nothing but a kick in the teeth.

JOE
That's when I was a saxophone player.
Now I'm a millionaire.

JERRY
Drop her a postcard. Any minute now
those gorillas may be up here --

JOE
(into telephone, in a
Southern female voice)
Hello, Room 414? This is the ship-to-
shore operator -- I have a call for
Miss Sugar Cane.

INT. ROOM 414 - (CONTINUOUS) - DAY

Dolores, in a robe and hair-curlers, is at the phone. Sugar,
in a negligee, is stretching out on her bed, dreamily reading
a copy of Vanity Fair.

DOLORES
Hey, Sugar, it's for you -- from the
yacht.

Sugar jumps up, grabs the phone eagerly.

SUGAR
Hello?

INT. ROOM 413 - (CONTINUOUS) - DAY

Jerry is watching Joe on the phone.

JOE
(Cary Grant once more)
Hello, my dearest darling. So good
to hear your voice again.

JERRY
I may throw up.

He disappears into the bathroom.

JOE
(into phone)
No, I didn't, darling -- to tell the
truth, I never closed an eye.

As he and Sugar continue, their telephone conversation,
INTERCUT between the two rooms.

SUGAR
That's funny -- I never slept better.
And I had the most wonderful dream.
I was still on the yacht, and the
anchor broke loose -- and we drifted
for days and days -- you were the
captain and I was the crew -- I kept
a lookout for icebergs, and I sorted
your shells, and mixed your cocktails,
and wiped the steam off your glasses --
and when I woke up, I felt like
swimming right back to you.

JOE
Yes. Now about our date for tonight...

SUGAR
I'll meet you on the pier again --
right after the show.

JOE
I'm afraid not. I can't make it
tonight.

SUGAR
Tomorrow night?

JOE
Not tomorrow, either. You see, I
have to leave -- something unexpected
came up -- I'm sailing right away.

SUGAR
Where to? South America? Oh. That is
unexpected.

JOE
You see, we have those oil interests
in Venezuela -- and I just got a
cable from Dad -- the board of
directors decided on a merger.

SUGAR
A merger? How long will you be gone?

JOE
Quite a while. As a matter of fact,
I'm not coming back at all.

SUGAR
You're not?

JOE
It's all rather complicated -- what
we call high finance -- but it so
happens that the president of the
Venezuelan syndicate has a daughter,
and --

SUGAR
Oh -- that kind of a merger. Is she
young? Pretty?

JOE
According to our tax advisers, she's
only so-so. But -- that's the way
the oil gushes. A man in my position
has a certain responsibility to the
stockholders -- all those little
people who invest their life savings --

SUGAR
Oh, of course. I understand. At least,
I think I do.

JOE - ON PHONE.

JOE
I knew you would.

He picks up the jewel case with the diamond bracelet from
the desk, studies it thoughtfully.

JOE
(continues)
I only wish there were something I
could do for you.

SUGAR - ON PHONE.

SUGAR
But you have. You've given me all
that inside information -- first
thing tomorrow I'm going to call my
broker and have him buy fifty thousand
shares of Venezuelan oil.

INT. ROOM 413 - (CONTINUOUS) - DAY

JOE
(into phone)
Smart move.
(reaches into waste
basket, extracts
corsage box)
Oh, by the way -- did you get my
flowers? You know, those orchids
from my greenhouse -- the fog finally
lifted over Long Island, and they
flew them down this morning.

As he talks he opens the corsage box, puts the bracelet in
with the orchids, closes it again.

JOE
(continues)
That's strange -- I sent them to
your room -- they should have been
delivered by now --

Holding the phone in one hand and the corsage box in the
other, he moves toward the hall door.

INT. ROOM 414 - (CONTINUOUS) - DAY

Sugar covers the mouthpiece of the phone, turns to Dolores.

SUGAR
Hey, Dolores -- will you see if there
are any flowers outside?

Dolores starts toward the hall door.

INT. FOURTH FLOOR CORRIDOR - DAY

The door of 413 opens. Joe, having come as far as the length
of the telephone cord will permit, sets the corsage box down,
kicks it across the hall to the door of 414. As he closes
his door, the door of 414 opens. Dolores reaches out, picks
up the corsage box, starts back inside.

INT. ROOM 414 - (CONTINUOUS) - DAY

Dolores brings the corsage box to Sugar.

SUGAR
(into phone)
Yes, they're here.
(opening box)
Oh -- white orchids. Would you believe
it -- I haven't had white orchids
since I was a debutante.
(finding bracelet)
What's this?

JOE - ON PHONE.

JOE
What's what? Oh, that. Just a little
going away present.

SUGAR - ON PHONE.

SUGAR
Real diamonds. They must be worth
their weight in gold. Are you always
this generous?

JOE - ON PHONE.

JOE
Not always. But I want you to know
I'm very grateful for what you did
for me.

SUGAR - ON PHONE.

SUGAR
I didn't do anything. It just
happened.

INT. ROOM 413 - (CONTINUOUS) - DAY

Jerry emerges from bathroom, carrying their toilet articles
and an armful of towels embroidered with SEMINOLE-RITZ HOTEL.

JOE
(into phone)
Oh. The navigator just came in --
we're ready to cast off.

SUGAR - ON PHONE.

SUGAR
Well, anchors aweigh, you have a bon
voyage. And if you need an orchestra
to play at your wedding, we'll be
through here in a couple of weeks.

INT. ROOM 413 - (CONTINUOUS) - DAY

JOE
(into phone)
Goodbye, my darling.

He hangs up, stares moodily at the phone. Jerry shuts his
suitcase.

JERRY
I don't know about the captain --
but the navigator is getting his
tail out of here.

JOE
(snapping out of his
trance)
Yeah -- lets shove off.

They start to gather up their instruments and luggage.

JERRY
Wait a minute -- my bracelet.
(picks up jewel case,
shuts it, then
realizes it's empty)
What happened to my bracelet?

JOE
What do you mean, your bracelet?
It's our bracelet.

JERRY
All right. What happened to our
bracelet?

JOE
Don't worry. We did the right thing
with it.

JERRY
What did we do? Joe, you're not
pulling one of your old tricks.

JOE
No tricks, no mirrors, nothing up my
sleeve. It's on the level this time.

The door opens and Sugar comes in. The boys whirl around.

SUGAR
Where's that bourbon?

She heads straight for the bureau, starts to open various
drawers. Joe steps in front of the suitcases to conceal them
from her.

JOE
What's the matter, Sugar?

SUGAR
I don't know. All of a sudden, I'm
thirsty.

Joe fishes the hot-water bottle out of the open suitcase
behind him, hands it to Sugar. As she reaches for it, Jerry
notices the diamond bracelet on her wrist.

JERRY
(pointing)
How did you get that bracelet?

SUGAR
You like it?

JERRY
I always did.

SUGAR
Junior gave it to me. It must have
at least thirty stones --

JERRY
(promptly)
Thirty-four.

SUGAR
He's going to South America to marry
some other girl -- that's what they
call high finance.

JERRY
That's what I call a louse! If I
were you, Sugar, I'd throw that
bracelet right back in his face.

JOE
(admonishingly)
Daphne --

SUGAR
He was the first nice guy I ever met
in my life -- and the only one who
ever gave me anything.

JOE
You'll forget him, Sugar.

SUGAR
How can I? No matter where I go,
there'll always be a Shell station
on the corner.
(indicating hot-water
bottle)
I'll bring this back when it's empty.

She exits. Jerry turns on Joe furiously.

JERRY
You crazy or something? The place is
crawling with mobsters -- gangrene
is setting in -- and you're making
like Diamond Jim Brady! How are we
going to get out of here? How are we
going to eat?

JOE
We'll walk. And if we have to, we'll
starve.

JERRY
There you go with that we again.

He picks up his suitcase, starts toward the door. Joe grabs
him and pulls him back.

JOE
Not that way.
(heading for window)
We don't want to run into Spats and
his chums.

He steps through the open French window onto the balcony.
Jerry starts to hand out the instruments and luggage to him.

INT. SPATS' SUITE - DAY

The four henchmen, in dinner clothes are playing cards in
the lavishly appointed living room when Spats emerges from
the bedroom. He is just slipping into his tuxedo coat, and
his spats are unbuttoned.

SPATS
(to Second Henchman)
Your hands clean?
(the henchman extends
his palms up, then
turns them over)
Okay. Button my spats.

He drops into a chair, and the Second Henchman kneels, starts
to button the spats.

FIRST HENCHMAN
Say, boss -- I been talking to some
of the other delegates -- and the
word is that Little Bonaparte is
real sore about what happened to
Toothpick Charlie. Him and Charlie,
they used to be choir boys together.

SPATS
(dryly)
Stop, or I'll burst out crying.

FIRST HENCHMAN
He even got Charlie's last toothpick --
the one from the garage -- and had
it gold-plated.

SPATS
Like I was telling you -- Little
Bonaparte is getting soft.
(taps his chest)
He doesn't have it here any more.
Used to be like a rock.
(shaking his head)
Too bad. I think it's time for him
to retire.

SECOND HENCHMAN
Second the motion.

FIRST HENCHMAN
How are we going to retire him?

SPATS
We'll think of something cute. One
of these days, Little Bonaparte and
Toothpick Charlie will be singing in
the same choir again.

He points up. Outside the window, Joe appears, climbing down
a post from the floor above. He lands on the balcony, reaches
up for the instruments and suitcases which the unseen Jerry
is passing down to him.

SPATS
And this time, we'll make sure there
are no witnesses.

The First Henchman glances out the window, sees Jerry climbing
down the post to join Joe.

FIRST HENCHMAN
Look -- it's those two broads from
the elevator.

Spats turns and looks. The Second Henchman, beaming, crosses
to the window, calls out.

SECOND HENCHMAN
Hey -- join us!

Joe and Jerry, panic-stricken, peer through the Venetian
blinds at Spats and his mob. Then they scramble for their
lives over the railing of the balcony and down, their hats
and wigs knocked askew.

SECOND HENCHMAN
What's the matter with those dames?

SPATS
Maybe those dames ain't dames!

He yanks up the Venetian blinds, steps quickly out onto the
balcony, looks down over the railing. Then he picks up the
bull-fiddle, drags it through the window into the room.

SPATS
Same faces -- same instruments --
(pointing at bullet
holes)
-- and here's your Valentine's card.

FIRST HENCHMAN
(catching on)
Those two musicians from the garage!

SPATS
They wouldn't be caught dead in
Chicago -- so we'll finish the job
here. Come on.

Led by Spats, they all dash out of the room.

After a moment, Joe's and Jerry's heads appear cautiously
over the balcony railing. Seeing that the room is empty,
they climb up, rush in through the open windows.

JERRY
All right -- so what do we do now?

JOE
First thing we got to do is get out
of these clothes.

He opens the door to the corridor and they peer out.

INT. THIRD FLOOR CORRIDOR - DAY

There is no sign of Spats and his boys. The elevator door is
just opening, and the Bellhop emerges, pushing the old man
in the wheelchair. Joe and Jerry watch as the Bellhop wheels
the old man into one of the rooms. They look at each other,
as the same idea occurs to them both, nod their heads in
agreement. Slipping out of Spats' room, they cross the
corridor to the old man's room, start inside.

DISSOLVE TO:

INT. LOBBY - DAY

The elevator doors open, and a Bellhop backs out with a man
in a wheel chair. As they turn INTO CAMERA, we discover that
the bellhop is Jerry -- the uniform fitting him much too
snugly -- and the blanket-covered figure in the wheel chair
is Joe, dressed in the old man's suit, Panama hat, and dark
glasses.

As Jerry and Joe proceed with dignity toward the front door,
we see Spats and his henchmen deployed in strategic positions
around the lobby. Jerry wheels Joe past Spats.

Spats glances at them casually, then becomes aware of a
strange CLACKING SOUND. He looks down.

There is something decidedly odd about the bellhop -- because
his trouser-legs terminate in high-heeled shoes.

Spats, grinning smugly, signals the two henchmen who are
guarding the front door. They start to close in on Joe and
Jerry. Jerry abruptly spins the wheel chair around, trundles
it toward the rear of the lobby. The other to henchmen take
up the chase. Jerry and Joe disappear into a corridor leading
toward the rear of the hotel. As the pursuing henchmen start
to turn into the corridor, the empty wheel chair comes
whizzing toward them. The henchmen stumble over it, become
momentarily entangled.

Joe and Jerry, sprinting down the corridor, reach an open
door, dart inside. The henchmen come racing up, and passing
the door, round a bend in the corridor.

INT. PANTRY - DAY

In the center of the room stands a huge cake, and two
convention officials are decorating it under the watchful
eye of Johnny Paradise, who leans against the wall
monotonously tossing a coin into the air. One of the
officials, wielding a confectioner's cone, has almost finished
lettering the inscription HAPPY BIRTHDAY, SPATS.

Joe and Jerry burst in from the corridor, and the three hoods
look up, startled. Before they can recover, the boys have
scooted across the room and out another door.

INT. BANQUET ROOM - DAY

Joe and Jerry come dashing in breathlessly, stop to get their
bearings. Dominating the room is a U-shaped table, covered
with flowers and about thirty place-settings, with a half
grapefruit on each plate. On the wall behind the head of the
table is the banner welcoming the Friends of Italian Opera.
The boys glance around the empty room, make a beeline for
the main entrance. As they reach the door, it starts to open,
and voices are HEARD from the corridor.

They turn desperately toward a second door, but that too is
opening. Trapped, they duck under the banquet table,
disappearing behind the long white tablecloth just as the
banqueteers start to troop in. They are the same mugs we saw
in the lobby, but they are now dressed in tuxedos or white
dinner jackets. Chatting amiably, they move to their places
at the table.

Under the table, Joe and Jerry huddle together as the
delegates start to seat themselves. Suddenly a pair of legs
slide beneath the tablecloth directly in front of them --
and the boys recoil when they see that the owner's shoes are
encased in spats.

Spats Colombo is settling himself at the table, while his
four henchmen take the seats on either side of him.

SPATS
What happened?

FIRST HENCHMAN
Me and Tiny, we had them cornered --
but we lost 'em in the shuffle.

SPATS
(turning to other two
henchmen)
Where were you guys?

SECOND HENCHMAN
Us? We was with you at Rigoletto's.

SPATS
Why, you stupid --

He picks up the half-grapefruit in front of him, and is about
to ram it in the henchman's face.

FIRST HENCHMAN
It's all right, boss -- we'll get
'em after the banquet. They can't be
too far away.

Under the table, Joe and Jerry exchange a panicky look.

There is a burst of APPLAUSE from the delegates as through
the door strides LITTLE BONAPARTE, accompanied by half a
dozen convention officials. Little Bonaparte is short, bald,
vicious, and wears a hearing aid. As he proceeds toward the
head of the table, his pose is Napoleonic -- head bowed,
hands clasped behind his back. Spats and his henchmen
pointedly abstain from applauding. Little Bonaparte remains
standing at the place of honor while his associates seat
themselves.

BONAPARTE
Thank you, fellow opera-lovers. It's
been ten years since I elected myself
president of this organization --
and if I say so myself, you made the
right choice. Let's look at the
record. We have fought off the
crackpots who want to repeal
Prohibition and destroy the American
home -- by bringing the corner saloon.
We have stamped out the fly-by-night
operators who endangered public health
by brewing gin in their own bathtubs,
which is very unsanitary. We have
made a real contribution to national
prosperity -- we are helping the
automobile industry by buying all
those trucks, the glass industry by
using all those bottles, and the
steel industry -- you know, all those
corkscrews. And what's good for the
country is good for us. In the last
fiscal year, our income was a hundred
and twelve million dollars before
taxes -- only we ain't paying no
taxes.

The delegates applaud.

BONAPARTE
(continues)
Of course, like in every business,
we've had our little
misunderstandings. Let us now rise
and observe one minute of silence in
memory of seven of our members from
Chicago -- North Side chapter -- who
are unable to be with us tonight on
account of being rubbed out.

All the delegates rise and bow their heads -- except Spats
and his henchmen.

BONAPARTE
(continues; sharply)
You too, Spats. Up!

Spats and his boys get up reluctantly, join the others in
silent tribute.

INT. PANTRY - DAY

The inscribed top of the cake has been lifted off to reveal
a hollow interior. Johnny Paradise is climbing inside.

SECOND OFFICIAL
Easy now. You know when you come
out?

PARADISE
Yeah. The second time they sing --
(singing)
For he's a jolly good fel-low Which
nobody can deny.

SECOND OFFICIAL
Okay.
(handing him a
submachine gun)
And don't mess up the cake -- I
promised to bring back a piece to my
kids.

Johnny Paradise squats down inside the cake. The officials
set the lid back in place.

INT. BANQUET ROOM - DAY

The minute of silence is over, and the delegates are seating
themselves. Little Bonaparte remains on his feet.

BONAPARTE
Now, fellow delegates, there comes a
time in the life of every business
executive when he starts to think
about retirement.

There are ad lib cries of "No! No!" from the delegates.

Little Bonaparte holds up his hand.

BONAPARTE
(continues)
In looking around for somebody to
fill my shoes, I've been considering
several candidates. For instance,
there is a certain party from Chicago --
South Side Chapter.

He glances in the direction of Spats. Spats' henchmen turn
and look at their boss.

BONAPARTE
(continues)
Now some people say he's gotten a
little too big for his spats -- but
I say he's a man who'll go far. Some
people say he's gone too far -- but
I say you can't keep a good man down.
Of course, he still has a lot to
learn. That big noise he made on St.
Valentine's Day -- that wasn't very
good for public relations. And letting
those two witnesses get away -- that
sure was careless.

Under the table, Joe and Jerry try to make themselves as
small as possible.

SPATS
Don't worry about those two guys --
they're as good as dead -- I almost
caught up with them today.

BONAPARTE
(turning on hearing
aid)
You mean you let them get away twice?
(clicks his tongue)
Some people would say that was real
sloppy -- but I say to err is human,
to forgive divine. And you, Spats --
the boys told me you was having a
birthday -- so we baked you a little
cake.

SPATS
My birthday? It ain't for another
four months.

BONAPARTE
So we're a little early. So what's a
few months between friends?
(turning to the others)
All right, boys -- now all together --
(singing)
For he's a jolly good fellow....

The other delegates, including Spats' henchmen, join in the
song. The lights are extinguished, and from the pantry come
the two officials, pushing a cart on which stands the cake,
with candles blazing. They wheel the cake up directly in
front of Spats, who eyes it uneasily. Little Bonaparte,
meanwhile, is conducting the song with relish. As the singers
reach the climactic line, the top of the cake tears open and
out pops Johnny Paradise. Aiming his machine gun at Spats
and his henchmen, he starts blazing away.

Under the table, Joe and Jerry cringe.

Little Bonaparte winces, turns down the volume of his hearing
aid -- he can't stand loud noises.

Spats' four henchmen have slumped across the table. Spats is
clutching his chest.

SPATS
Big joke!

His eyes close, and he starts to slip out of his chair.

Under the table, Joe and Jerry react as Spats' body comes
sliding toward them, feet first.

JOE
Let's get out of here.

He grabs Jerry, pulls him out from under the table.

The delegates, who are watching Johnny Paradise scramble out
of the cake, are momentarily off guard as Joe and Jerry streak
across the darkened banquet room toward the pantry door.

BONAPARTE
Get those two guys!

Four of the officials rush into the pantry after Joe and
Jerry. At the same time, the main door opens, and Mulligan
strides in. Standing in the corridor behind him are several
frightened waiters. Mulligan switches on the lights, looks
down at the five corpses.

MULLIGAN
What happened here?

BONAPARTE
(blandly)
There was something in that cake
that didn't agree with them.

Mulligan crosses to the cake, glances inside, then turns to
Little Bonaparte.

MULLIGAN
My compliments to the chef. And
nobody's leaving this room till I
get the recipe!

BONAPARTE
You want to make a Federal case out
of it?

MULLIGAN
(grabs hearing aid,
yells into mike)
Yeah!

INT. LOBBY - NIGHT

Joe and Jerry bolt out of the rear corridor, go pounding up
the stairs, followed by two of the officials. As they
disappear from sight, CAMERA PANS OVER to the elevator. The
door opens, and out step Joe and Jerry, wearing their wigs
and girls' coats.

As the boys mince daintily toward the front door, they see
the other two officials coming toward them. They change their
course abruptly. The first two officials come hurrying down
the stairs.

FIRST OFFICIAL
They slipped right through our hands.

SECOND OFFICIAL
Don't worry. We got our guys watching
the railroad station, the roads, the
airport -- they can't get away.

JERRY
(to Joe, in a hoarse
whisper)
Did you hear that?

JOE
Yeah, but they're not watching yachts.
Come on -- you're going to call
Osgood.

He steers Jerry toward a row of telephone booths near the
entrance to the ballroom. There is an easel sign outside
announcing that Sweet Sue and her Society Syncopators are
appearing nightly in the Peacock Room, and from inside comes
the SOUND of MUSIC.

JERRY
What'll I tell him?

JOE
Tell him you're going to elope with
him.

JERRY
Elope? But there are laws --
conventions --

JOE
(jerking his thumb
over his shoulder)
There's a convention, all right.
There's also the ladies' morgue.

He shoves Jerry toward a phone booth. Jerry reaches under
his coat for a coin, revealing the rolled up trousers of the
Bellhop uniform underneath.

As he steps into the phone booth, Joe becomes aware of the
SOUND of sugar's VOICE drifting up from the ballroom. She is
singing "I'M THROUGH WITH LOVE." Almost despite himself, Joe
finds himself drawn toward the ballroom entrance.

INT. BALLROOM - NIGHT

Joe appears in the vestibule at the top of the stairs, looks
down.

From his point of view, we see Sugar perched on top of the
piano, bathed in a spotlight. She is a little drunk, and
more than a little blue, and she is singing the lyrics with
heartbreaking conviction.

Joe, watching her from the landing, is deeply moved.

Slowly, he starts down the steps.

One the bandstand, Sugar is winding up the torchy ballad,
when suddenly Joe steps into the spotlight. Without a word,
he takes her in his arms, kisses her.

SUGAR
(shocked)
Josephine!!

Nearby, Sweet Sue is watching open-mouthed.

SUE
(screaming)
BIENSTOCK!

Bienstock, who is standing near the reservation desk, turns
and peer myopically toward the bandstand. At the same time,
two of the convention officials come up behind him.

SECOND OFFICIAL
(pointing)
Hey -- that's no dame!

He and his companion rush toward the bandstand.

On the bandstand, Joe is brushing a tear away from Sugar's
cheek.

JOE
(in a male voice)
None of that, Sugar -- no guy is
worth it.

He catches sight of the two officials bearing down on him,
leaping from the bandstand, shoulders his way through the
couples on the dance floor. With the two officials on his
heels, Joe gallops up the stairs.

On the bandstand, all is confusion, as the girls stop playing
and stand up. Sugar is staring after Joe in complete
bewilderment.

SUGAR
Josephine???

Suddenly it dawns on her -- that kiss! Her eyes widen, her
hand flies to her mouth, and she looks with growing
comprehension at the bracelet on her wrist.

INT. LOBBY - NIGHT

Jerry is just stepping out of the phone booth when Joe bursts
out of the ballroom entrance.

JERRY
It's all fixed! Osgood is meeting us
on the pier --

JOE
We're not on the pier yet --

He grabs Jerry, and they take off across the lobby, as their
pursuers appear behind them.

The boys head for the front door, but finding their way
blocked by the other two officials, they reverse their field
and hotfoot it toward the rear corridor. The four officials
converge on their trail.

Joe and Jerry charge down the rear corridor, go skidding
around the corner. As the officials come tooling after them,
two ambulance attendants round the turn in the corridor,
pushing a wheeled stretcher. On the slap is a boy, covered
with a sheet that hangs down the sides, and sticking out
from the end of the sheet are a pair of spat-covered shoes.

The four officials make way for this grisly cargo, then resume
the chase.

As the ambulance attendants wheel the stretcher toward the
lobby, the trailing sheet lifts up, and Joe and Jerry, who
have been clinging to the under-carriage, hop out. They tear
across the lobby and scoot out the front door.

DISSOLVE TO:

EXT. PIER - NIGHT

Osgood is waiting impatiently on the pier. He hears something,
looks off toward the beach.

Jerry and Joe, still wearing their wigs and girls' coats,
come scrambling down the steps, race across the planking
toward the pier.

On the pier, Osgood's face lights up. Jerry comes puffing up
the stairs, followed by Joe.

JERRY
This is my friend Josephine -- she's
going to be a bridesmaid.

OSGOOD
Pleased to meet you.

JERRY
(grabbing him)
Come on!

He practically drags Osgood down the stairs leading to the
motorboat.

OSGOOD
(over his shoulder,
to Joe)
She's so eager!

Swooping down from the beach on a bicycle comes Sugar, pumping
like mad. The bicycle bounces down the steps, and Sugar pedals
across the planking, sounding her HORN.

Osgood and Jerry have settled themselves in the front seat
of the motorboat, and Joe is getting into the rear seat when
he hears the SOUND of the bicycle HORN. He looks back.

Osgood starts the motor. Sugar comes racing up the stairs
tot he pier, leans over the railing.

SUGAR
(calling down)
Wait for Sugar!

She hurries toward the other staircase.

In the motorboat, Osgood turns to Jerry.

OSGOOD
Another bridesmaid?

JERRY
Flower girl.

Sugar comes charging down the stairs, starts to get into the
rear seat beside Joe.

JOE
Sugar! What do you think you're doing?

SUGAR
I told you -- I'm not very bright.

JERRY
(clapping Osgood on
the back)
Let's go!

The motorboat takes off with a ROAR.

EXT. MOTORBOAT - NIGHT

In the back seat, Joe is removing his wig and coat.

JOE
You don't want me, Sugar -- I'm a
liar and a phony -- a saxophone player --
one of those no-goodnicks you've
been running away from --

SUGAR
I know.
(hitting her head)
Every time!

JOE
Do yourself a favor -- go back where
the millionaires are -- the sweet
end of the lollipop -- not the cole
slaw in the face and the old socks
and the squeezed-out tube of
toothpaste --

SUGAR
That's right -- pour it on.
(twines her arms around
his neck)
Talk me out of it.

She kisses him resoundingly, bending him over backwards till
they are both practically out of sight.

Up front, Osgood is blithely steering the boat, keeping his
eyes straight ahead. Jerry is looking over his shoulder at
the activities in the back seat.

OSGOOD
I called Mama -- she was so happy
she cried -- she wants you to have
her wedding gown -- it's white lace.

JERRY
(steeling himself)
Osgood -- I can't get married in
your mother's dress. She and I --
we' not built the same way.

OSGOOD
We can have it altered.

JERRY
(firmly)
Oh, no you don't! Look, Osgood --
I'm going to level with you. We can't
get married at all.

OSGOOD
Why not?

JERRY
Well, to begin with, I'm not a natural
blonde.

OSGOOD
(tolerantly)
It doesn't matter.

JERRY
And I smoke. I smoke all the time.

OSGOOD
I don't care.

JERRY
And I have a terrible past. For three
years now, I've been living with a
saxophone player.

OSGOOD
I forgive you.

JERRY
(with growing
desperation)
And I can never have children.

OSGOOD
We'll adopt some.

JERRY
But you don't understand!
(he rips off his wig;
in a male voice)
I'm a MAN!

OSGOOD
(oblivious)
Well -- nobody's perfect.

Jerry looks at Osgood, who is grinning from ear to ear, claps
his hand to his forehead. How is he going to get himself out
of this?

But that's another story -- and we're not quite sure the
public is ready for it.

FADE OUT:

THE END

Contact | Disclaimer
Copyright © WeeklyScript.com | Scripts Copyright © their respective owners