The Last Flight

FADE IN

EXT. BATTLEFIELD - NIGHT

On a FREEZE FRAME of a huge mortar on the edge of a dismal no-man's land, 
surrounded by trees and overhanging branches. The distant roar of battle 
RUMBLES ominously. SUPERIMPOSED TITLES appear and hold for a moment. 

Abruptly, the image springs to life. The gun FIRES deafeningly. The nearby 
branches shake violently. Another set of TITLES appears. The image FREEZES 
again as a lone bugle plays a charge. Again and again and again, the image 
moves, the gun DISCHARGES noisily, the image FREEZES and more sets of TITLES 
appear with every FIRING.

On the last discharge, the trumpet fades and all hell breaks loose:

WAR MONTAGE

Nothing but FAST, BRUTAL FLASH CUTS of:

Cannon firing in all directions. 

Massive explosions on the battlefield that light up the night. 

Troops marching across a bridge as a shell hits the river below sending water 
towering into the sky. 

An entire cavalry division galloping hard over the battlefield, blazing mortar 
fire visible above them on the horizon.

Brief shots of the horses, their grim riders hanging on for dear life, their 
muscles flexing, hooves pounding the dirt. Men yelling.

FASTER AND FASTER, MORE AND MORE CHAOTIC:

Mortar fire, explosions, smoke.

A machine gunner fires.

A soldier falls.

Infantrymen, rifles in hand, press through the haze.

More machine gunning.

More soldiers go down.

A massive gun fires.

SMASH CUT of a tank tread bearing down on the CAMERA, blacking out the screen.

Infantrymen trail behind the heavy machinery, firing pistols, rifles.

A bridge explodes. A building explodes. The ground explodes.

A bomb drops from an airplane.

Aerial view of an exploding building.

Anti-aircraft guns at work.

Planes in the air.

A machine gun fires skyward.

Planes circle, filling the air.

A single bi-plane.

The plane's gunner, SHEP LAMBERT, looks down, surveys the situation, breaks 
into a grin.

Shep nudges his pilot, CARY LOCKWOOD, and points. Cary looks down to see:

Another plane below. In it, pilot BILL TALBOT waves and salutes. FRANCIS, the 
gunner, opens his mouth, smiles and nods up at them.

An enemy plane arrives.

The enemy pilot fires his twin machine guns.

Bill and Francis' plane spins away.

Bill cocks a snook at the enemy plane and waves dismissively at it, much to 
Francis' amusement.

The planes circle in the air.

The enemy plane trails Shep and Cary. Shep FIRES his machine gun to no avail 
as Cary watches.

The enemy pilot returns fire.

The two planes tango in mid-air.

Shep FIRES.

The enemy pilot grins and FIRES.

Bullet holes riddle the side of Shep and Cary's plane.

Cary warns Shep they've been hit.

From the enemy plane's POV, Shep and Cary's plane streams black smoke.

The two planes. Shep and Cary's plane goes into a steep dive, spinning out of 
control.

Cary rips off his goggles as smoke pours up from below him.

Flames fill the cockpit as Cary's gloved hands desperately try to keep hold of 
the red hot controls.

The plane, streaming smoke, spins wildly downward.

Shep, surrounded with smoke, looks skyward and salutes with mock gallantry.

Above, Bill and Francis watch. Bill returns the salute with a smile and waves. 
Francis, though, doesn't look happy.

Shep twists in his seat and looks around.

Cary's hands grasp the controls in the flaming cockpit.

				SHEP (o.s.)
		Level off, Cary! Level off!

Despite the flames, Cary pulls back on the control stick.

From the plane's POV: The landscape rushes by.

The plane, now level, crashes into the ground and comes to an abrupt stop.

Smoke. Flames.

Cary jumps out of the cockpit and rushes back to Shep who is struggling to 
clamber out.

				CARY
		Shep! Shep, are you all right?

				SHEP
		Can't make it, Cary. Can't make it.

				CARY
		Here, give me your arm! I'll get 
		you out of here! Hang on there, 
		Shep! Get a hold - Just hold tight, 
		old fella.

Cary pulls Shep out and hauls him away from the burning wreckage where the two 
of them collapse to the ground, half-conscious.

Flames consume the plane.

					DISSOLVE TO:

A TEMPERATURE CHART
for Lieutenant Shep Lambert, a patient at U.S. Army A.E.F. Base Hospital 145. 
Shep's temperature readings for October 11th to October 26th are indicated by 
a line on a graph, near a level marked CRITICAL. The distant sound of battle 
continues to RUMBLE.

ANOTHER CHART
swings into view. This one is for Lieutenant Cary Lockwood whose readings for 
October 27th to November 2nd are also below the CRITICAL mark. The line 
continues and improves considerably by November 11th when the final reading is 
marked NORMAL.

					DISSOLVE TO:

INT. HOSPITAL - DAY
The battle sounds are now joined by a loudly TICKING clock. With no sign of
energy or emotion, Shep and Cary sit together on a hospital cot in full 
uniform. Shep wears dark eyeglasses. Cary has a coat draped over his hands. He 
glances off. We follow his gaze, PANNING past other patients in the hospital 
to a wall clock and calendar. It is November 11th and the time is almost 
eleven A. M. The battle's RUMBLE drones on.

SHEP AND CARY
stare up at the clock. Behind his dark glasses, Shep's left eye twitches.

THE CLOCK 
slowly DISSOLVES to one last BRIEF BATTLE MONTAGE: soldiers yelling and 
running, guns firing noisily, a plane crashing, explosions. The final image is 
of a plane parked on the ground, its engine dying, its propeller slowing to a 
stop as we DISSOLVE BACK TO the clock face. The center of the clock is lined 
up exactly with the center of the propeller -- the slowing propeller blades 
are replaced by the clock's hands -- as if to symbolically suggest that the 
war has ended but time goes on. The NOISE of battle fades and only the TICKING 
of the clock remains. DISSOLVE TO the calendar: November 11th, 1918 -- 
Armistice Day. 

SHEP AND CARY
sit motionless side-by-side on the cot. Shep has a hand over his left eye.

				CARY
		Well, the old guerre is finie.

				SHEP
		That's right.

				CARY
		What are ya gonna do now, Shep?

				SHEP
		Get tight.

				CARY
			(turns to him)
		And then what?

Shep lets go of his eye and looks at Cary as if the answer were obvious.

				SHEP
		Stay tight.

Cary grins wryly.

					CUT TO:

INT. DOCTOR'S OFFICE - NOT LONG AFTER
A nurse opens a door for Shep and Cary who enter. Shep wears his dark glasses. 
Cary carries his coat to hide his hands. They pause as the doors they have 
passed through close behind them.

Their distinguished-looking doctor, a medical officer with a white gown over 
his uniform, sits at his desk studying their papers.

				DOCTOR
		Lieutenants Lambert and Lockwood. 
			(rises, joins them)
		You two leaving us, eh? In a way, 
		I'm sorry to release you two. I have 
		no choice in the matter.

Shep removes his glasses and presses his hand to his eye.

				SHEP
		What am I going to do, Major, about 
		my-- oh, this rotten business?

The doctor examines Shep's eye more closely.

				DOCTOR
		Mm? Spasmodic twitching of the 
		muscles under the eye, eh, 
		Lieutenant?

				SHEP
		Mm hm.

				DOCTOR
		What the French call a tic. T-I-C, 
		tic. Little bothersome, isn't it?

Shep puts his glasses back on.

				SHEP
		Yes, sir.

				DOCTOR
		I'm afraid time'll have to take care 
		of that. Time and normal living. 

Shep's lips tighten skeptically.

				DOCTOR
		You two are returning to the United 
		States, I presume?

Shep glances at Cary.

				CARY
		Ah, we haven't decided.

				DOCTOR
		I'd take the first boat home. Well, 
		here you go.

The doctor gives Shep his release form and shakes his hand, then turns to 
shake Cary's. Cary merely looks down darkly and raises a bandaged hand at him.

				DOCTOR
		Oh, I forgot your burnt hands. 

The doctor folds up the release and stuffs it in Cary's breast pocket.

				DOCTOR
		Neither of you is fully hospitalized. 
		I'd undertake a systematic course of 
		finger exercises -- to, uh, stretch 
		them and loosen them up. In time, 
		you'll regain their full use.

				CARY
		Thank you, sir.

The doctor gives Cary a pat on the shoulder. 

				DOCTOR
		Bye, Lieutenant. 

Cary manages a smile and salutes. Shep moves to the door, saluting the doctor.

				DOCTOR
		Bye, Lieutenant. Good luck.

Shep opens the door and he and Cary head out. After the door closes, the 
doctor rubs his head thoughtfully. He talks, apparently, to an offscreen aide.

				DOCTOR
		Well, there they go. Out to face 
		life. 
			(shakes his head)
		And their whole training was in 
		preparation for death.

He moves off as we

					CUT TO:

EXT. HOSPITAL - MOMENTS LATER
Shep and Cary exit the building but pause outside the doorway. They've seen 
something coming toward them and glance at one another before clearing out of 
its path. They watch glumly as a small group of wounded soldiers enter through 
some metal gates, walk slowly past Shep and Cary without acknowledgment, and 
head into the hospital. 

					CUT TO:

EXT. DOCTOR'S OFFICE - PERHAPS SIMULTANEOUS
The office window opens. The doctor -- no longer in white but wearing his 
uniform -- and his aide take a break, standing in the window frame for a 
little fresh air. The doctor smokes a cigarette as they discuss Shep and Cary.

				AIDE
		Why can't they go on with flying? 
		You know, the air mails or 
		something?

				DOCTOR
		I'm afraid they're unfit for further 
		service in that direction. 

The aide looks at him, quizzically.

				DOCTOR
		They fell, you know -- six thousand 
		meters. 
			(shakes his head, sadly)
		Like dropping a fine Swiss watch on 
		the pavement. Shattered both of them. 
		Their nervous systems are deranged, 
		disorganized, brittle.

				AIDE
		Spent bullets.

				DOCTOR
		Spent bullets. That's it. 
			(nods)
		They're like projectiles, shaped 
		for war and hurled at the enemy. 
			(gestures with cigarette)
		They've described a beautiful,
		high-arching trajectory. And now 
		they've fallen back to earth. 
		Spent. Cooled off. Useless.

We slowly PULL BACK from the two men.

				AIDE
		Oh, well, if they take care of 
		themselves, they'll pull through 
		all right.

				DOCTOR
		Even if they do take care of 
		themselves, what good are they? 
		What can you expect of them? 
			(shakes his head)
		I hate to think what may become 
		of them.

We have pulled back far enough and now we 

					CUT TO:

EXT. HOSPITAL - NOT LONG AFTER
Two uniformed men with familiar faces -- exuberant pilot Bill and reserved 
gunner Francis -- arrive at the bottom of the stairs in front of the hospital. 
Bill, with his arm in a sling, and Francis, using a cane, start up the stairs 
and wave.

				BILL
			(Texas accent)
		Hello, Cary!

				FRANCIS
		Hi, Cary!

At the top of the stairs, Shep and Cary wave back, pleased to see them. 

				CARY
		Hello, Bill! Hiya, Francis!

				SHEP
		Hello, Bill! Francis!

Unexpectedly, Shep and Cary hurry down the stairs past them.

				CARY
			(friendly)
		Well, I see you got yours.

				BILL
			(pleasantly)
		Yup. We crashed.

Bill and Francis watch, surprised, as Shep and Cary hurry off.

				BILL
			(calls down, puzzled)
		Hey! Where you going?

Shep and Cary, already seated in the back of a waiting automobile, grin like 
kids.

				CARY
		Paris!

				BILL (o.s.)
		Paris?! 

From the stairs, Francis smokes a cigarette and looks down at Shep and Cary 
uncertainly. But Bill takes the news in stride -- he smiles and waves his hat 
at them.

				BILL
		See you in Paris!

				FRANCIS
			(waves his cigarette)
		Yeah.

Smiling, Shep and Cary wave back as their car drives off.

					DISSOLVE TO:

EXT. THE EIFFEL TOWER - NIGHT
A superimposed text reads:

			PARIS -- 1919.

Traffic noise, taxi horns squeaking.

					DISSOLVE TO:

EXT. PARIS SIDEWALK - NIGHT
Strolling down the sidewalk four abreast, as if they own the town, come our 
heroes -- Bill, Shep, Francis and Cary -- in smart hats and dinner clothes. 

Outwardly, they seem to have recovered from their wounds. But: 

Shep still wears his dark glasses and we occasionally glimpse his eye 
twitching. 

Cary's bandages are gone but he has not regained full use of his hands. His 
personality is dark and dry, more subdued than Shep's, and he comes across as 
the most levelheaded, rational member of the group -- its unacknowledged 
leader.

Francis seems to have suffered the greatest toll psychologically. A 
narcoleptic, strangely detached and unemotional much of the time, always on 
the verge of dozing off, his speech slurs even when he isn't drunk.

Only the athlete of the group, Bill -- a burly Texan whose full name is 
William Talbot -- is in outstanding physical shape. But he is reckless, 
restless, and temperamental, covering up unnamed insecurities with bravado and 
forced exuberance.

				CARY
		How 'bout a cocktail?

				SHEP
		Not a bad idea at that.

As a group, they turn and head into a nearby building.

					BRIEF DISSOLVE TO:

A GLOWING SIGN 
made of light bulbs, outside the building. It spells out CLARIDGE'S -- a 
popular Parisian drinking establishment for Anglo-Americans.

					DISSOLVE TO:

INT. CLARIDGE'S - NIGHT
Numerous shelves holding numerous bottles of liquor. Employees in white 
jackets hurriedly rush in and pull down a few bottles.

					DISSOLVE TO:

INT. CLARIDGE'S BAR - LENGTHY PANNING SHOT
The place is packed with well-dressed men and women. The bar is crowded with 
men (and men only, for no women are allowed to sit at Claridge's bar) smoking, 
drinking, conversing. At the end of the PAN, we discover our heroes entering, 
greeted by an employee who takes their hats.

ANOTHER VIEW - NEAR THE BAR
An attractive young woman with a wide, vacant stare stands against a wall 
opposite the bar holding a champagne glass in her hands. Her name is NIKKI and 
she seems to be in a world all to herself.

Our four handsome heroes file past her, intent on finding a table. Only Cary 
pays any attention to Nikki. After they have all passed her, he pauses to turn 
and stare. She's extremely nearsighted and doesn't notice him. He looks at the 
glass in her hand, puzzled. He starts off but then pauses. 

After a second uncertain look, he moves off to join his friends who stand 
together and peer around the crowded room, unable to find a place to sit. Cary 
keeps looking at Nikki. He glances at the others and they follow his gaze:

NIKKI
still wearing a blank expression, clutches the glass in two hands.

THE GLASS
in her hands. Between her fingers, we glimpse its contents -- a complete set 
of men's false teeth.

We PULL BACK to discover that Cary has approached her. He's standing right 
next to her and is staring at the glass. She finally notices him.

				CARY
		I beg your pardon. But, if I'm not 
		too inquisitive, would you mind 
		telling me what IS that you're 
		drinking?

				NIKKI
		Teeth.

				CARY
		Teeth?

After another look, Cary turns to his friends.

				CARY
		Hey, it's teeth!

				BILL (o.s.)
		Teeth?!

Shep, Bill and Francis hurry over like children and crowd around to stare in 
amazement at the teeth. Nikki is unimpressed by all the attention.

				SHEP
		Teeth!

				NIKKI
		That's right.

				BILL
			(enthusiastic)
		Yup. It's a full set -- upper and 
		lower.

				CARY
			(to Nikki)
		It's a nice expression. 

				SHEP
		Hey, how come you're with those 
		teeth?

				NIKKI
		I was just standing here. And a nice 
		gentleman came along and begged my 
		pardon and asked would I mind 
		holding his teeth for a minute.

				CARY
		Well, what did he want you to hold 
		his teeth for?

				NIKKI
		Said he wanted to biff somebody.

				BILL
			(excited)
		Biff somebody?! Which way did he go?!

				NIKKI
		Just around to the right.

				BILL
		Come on, men! We're liable to see a 
		fight.

As quickly as they arrived, Shep, Bill and Francis depart. Cary starts after 
them but stops to politely address Nikki who has gone back into her trance.

				CARY
		Would you like to come along?

				NIKKI
			(as if it were obvious)
		Oh, no. I have to stay here and mind 
		the man's teeth.

They glance down at the teeth.

				CARY
		Oh, of course.

Cary hurries off as Nikki's empty eyes rise to the ceiling.

FLASH CUT - A MAN'S FACE
as it takes a combination one-two punch from a pair of fists.

FLASH CUT - THE MAN'S BODY
dropping unconscious to the floor.

OUR FOUR HEROES
enter a hallway just in time to see two Claridge's employees reach down and 
haul away the unconscious body. Our heroes have missed the fight but Shep and 
Bill are delighted anyway. Bill brushes his hands (one of his favorite 
gestures) with satisfaction, as if he had thrown the punches himself:

				BILL
		Well. THAT'S all fixed.

Bill straightens his bow-tie. Already the group seeks a new distraction.

				CARY
		Let's go back.

They head back to the bar.

THE BAR
Nikki, no longer standing against the wall, sits on a bar stool with her back 
to the countertop, smoking a cigarette and holding an empty champagne glass. 
Our heroes enter and, glancing at the wall, fail to see her. After a moment of 
searching, Cary spots her at the bar.

				CARY
		Oh, there she is.

All four crowd around her, pleased to be in her company.

				BILL
		Well, we missed it.

				NIKKI
		Did something happen?

				BILL
		Well, they carried a guy out.
			(sees her empty glass)
		Say! What's become of the teeth? 

				NIKKI
		Oh, the man came and got his teeth.

				CARY
		Well, what did he say?

				NIKKI
		He said thank you for holding his 
		teeth.

				CARY
		What did he look like?

				NIKKI
		I think he fell in an airplane in 
		the war -- and got his teeth knocked 
		out.

				CARY
		Well, why do you think he was in the 
		war?

				NIKKI
		Oh, he had a kind of little striped 
		ribbon in his buttonhole.

				CARY
		What makes you think he was a flyer?

				NIKKI
		His eyes.

				CARY
		His eyes? 
			(dry, to the others)
		You can tell a flyer better by his 
		ears.

The men chuckle.

				SHEP
		Well, what do you say we have a 
		drink?

				BILL
		Fine!

				FRANCIS
		Sure, here's some space.

Seats have opened up at the bar so they grab stools next to Nikki. Shep greets 
the bartender:

				SHEP
		Hello, Jean!

				JEAN
		Bon soir, Monsieur Lambert. 
		Qu'est-ce que voulez-vous [?]

				FRANCIS
		Martini!

				BILL
		Martini!

				CARY
		Martini!

				SHEP
		Martiniiii!

				NIKKI
		Could I have a champagne cocktail?

				JEAN
		Certainment, Mademoiselle. 
			(calls off)
		Quatre Martinis pour messieurs! 
		Champagne cocktail pour Mademoiselle 
		Nikki!

The men are all excited to find out her name. Francis uses a pretzel as a 
monocle to eye Nikki.

				FRANCIS
		Nikki?!

				BILL
		Nikki?!

				CARY
		Nikki?!

For the first time this evening, Shep takes off his dark glasses.

				SHEP
		Can you imagine that, fellas? Her 
		name is Nikki!

				CARY
			(considers the
			situation)
		Her name is Nikki. She holds men's 
		teeth. She sits at the bar and she 
		drinks champagne.

				BILL
			(significantly)
		Boys, she's gonna be a lot of 
		trouble.

Drinks are served. A moment of silence as they imbibe. Nikki's hand shakes as 
she lifts her glass, spilling some champagne. She laughs, embarrassed.

				NIKKI
		Oh, my, my!

Shep, who has been watching her closely, also laughs.

				SHEP
		Poor sweet! She can't even hold her 
		glass!

Nikki notices Cary unsteadily using both his hands to hold his Martini.

				NIKKI
			(casually)
		Oh, well, HE can't either. Besides, 
		he has to use two hands.

Nikki chuckles. A dark look crosses Cary's face as he looks at her and puts 
down his drink. Seeing this, Bill and Francis exchange worried glances. Cary 
abruptly rises and leaves the bar. Mystified, Nikki looks quizzically at Shep 
who is suddenly grim and annoyed.

				SHEP
		Course he can't hold his glass. His 
		hands are burned.

				NIKKI
		Burned?

				SHEP
		You have no right to spill YOUR 
		drinks. He can't help himself.

				NIKKI
		Burned? How burned?

				SHEP
		He brought a plane down on fire.

				NIKKI
		An airplane? In the war?

Shep demonstrates with his hands as he explains:

				SHEP
		He held the stick. But his hands 
		began to slip. Then he held it 
		inside his arms. He was trying to 
		bring his rear gunner down alive.

				NIKKI
		Did he bring him down safe?

				SHEP
		Well... 

Shep takes a swallow of his Martini, sets down the glass.

				SHEP
		Brought him down.

				NIKKI
		Oh, so that's why--?

				SHEP
		Yes! That's why he can't hold a 
		glass.

				NIKKI
		Oh, I'm so ashamed. 

				SHEP
		Now, Cary's had a pretty thin time. 
		His nerves are tricky. You should 
		never call attention to his hands.

AT A TABLE
Cary sits with a fresh drink and is trying awkwardly to pick it up when a 
handsome but humorless American journalist -- the unspeakable FRINK -- enters 
and greets him casually.

				FRINK
		Hi, Cary.

				CARY
			(unhappily)
		Oh, hello, Frink.

Cary immediately turns his attention to a menu. Rebuffed, Frink wanders over 
to the bar and sees the other men. He has a friendly pat on the back for 
Francis and Bill.

				FRINK
		Hello, Francis. Bill. 

Frink pauses to stare at Nikki's back, astonished to find a woman sitting at 
the bar. Then he turns to Shep, amused.

				FRINK
		Shep. Drunk again?

				SHEP
		Say, don't you know any OTHER 
		opening remarks? It's about all 
		we've heard from you for a year.

				FRINK
			(signals the bartender)
		Hi! Jean!

Frink snaps his fingers at Jean and grabs a seat next to Shep. Jean asks for 
Frink's order in French.

				FRINK
		Un sidecar.

				JEAN
		Sidecar ... [?]

Jean moves off. Frink regards the others.

				FRINK
		Say, why don't you fellows go home 
		and go to work?

				SHEP
		Work? What kind of work?

				FRINK
		Oh, anything useful.

				BILL
		What could we do? Sell washing 
		machines? Drive a milk wagon? Mend 
		old furniture or somethin'? Heh!

				FRINK
		Go back to flying. Fly the air 
		mails. 

				BILL
		Aw, we couldn't fly a kite. 

				FRANCIS
		Maybe a small kite.

Francis holds his fingers to indicate a very small kite. Bill chuckles.

				FRINK
		Well, there must be something you 
		can do.

				SHEP
		We've got to tend to our drinking. 
		We don't get much opportunity. 

				FRINK
		Lots of things going on outside. 
		Sun shining, trees growing, people 
		walking around.

				BILL
		Say! Is that STILL going on?

				SHEP
			(laughs) 
		Sounds pretty pre-war to me.

During all this, Nikki has been in her own little world. Frink leans over and 
whispers to Shep.

				FRINK
		Hey. Don't I rate an introduction? 
		Who's your swell friend?

				SHEP
		Oh, her? Just an old hussy we found 
		scattered around. 

Around her neck, on a slender chain, Nikki carries a small lorgnette. It opens 
with a spring and has small rectangular lenses. She uses it frequently, 
peering at unfamiliar objects in her helpless, nearsighted way. On Shep's 
remark, she whips it out to stare at him, mildly offended. He raises his drink 
to his lips and turns to her, speaking out of the side of his mouth:

				SHEP
			(off Frink)
		Pay no attention. Sometimes he goes 
		away.

Nikki looks away glumly as Shep grins at her. She turns and sees something. 
She raises her lorgnette for a better look at:

CARY
who sits at his table, staring into space, holding his unread menu in his lap.

NIKKI
is pleased to see Cary.

				NIKKI
		Oh! He didn't go.

She rises to join him.

CARY
startled, rises and stares at Nikki as she approaches.

				NIKKI
		Oh, I'm so sorry. Your hands... 

She tries to take his hands but he pulls them away in horror and stuffs them 
in his pockets.

				NIKKI
		Oh, your poor hands! Your poor, poor 
		hands.

Wildly uncomfortable, Cary glances around like a cornered animal and finally 
stalks away without a word, hands still stuffed in his pockets. Stunned, Nikki 
watches him exit the building. She realizes she's done something terribly 
wrong and moves to follow him.

				NIKKI
		Oh!

But Shep intercepts her. Upset, she whimpers. 

				SHEP
			(more in disbelief 
			than anger)
		If you aren't the WORST! First, you 
		insult his hands and make him mad. 
		Then you cry over them and make him 
		self-conscious. Come on back here. 
		Come on.

He clasps her hand and leads her to:

THE BAR
Francis and Bill watch, disturbed, as Shep guides a crying Nikki onto a stool 
beside them. Shep sits next to her as she continues to sob. She pulls out a 
compact to fix her tear-stained face.

				SHEP
		Well, that's torn it. He'll never 
		come back now.

				NIKKI
		Then we'll have to find him.

				SHEP
		What for?

				NIKKI
		To explain how sorry I am.

				SHEP
			(amused at her 
			distress)
		We-ell. You don't have to get so 
		emotional about it.

				NIKKI
		Who's getting emotional?

				SHEP
		You are. You're coming all apart. 
			(hands her a glass)
		Here. Take a drink of this. Make 
		you laugh and play.

Nikki takes a sip, then busies herself with putting away her compact. 
Meanwhile, Bill leans in.

				BILL
			(to Shep)
		Say, what's she crying about?

				SHEP
		She's crying on account of they 
		didn't wash her strawberries this 
		morning.

				BILL
			(to Nikki)
		Didn't they wash your strawberries 
		this morning? Well, there ain't a 
		whole hell of a lot that we can do 
		about that now.

				NIKKI
			(agrees, sadly)
		No.

ANOTHER VIEW
Frink watches suspiciously as Shep pays the tab, rises and whispers to Nikki.

				SHEP
		Let's go.

Nikki obediently hops off her stool and Shep leads her away from the bar, 
toward the exit. Bill and Frink are distressed to see her go. Bill calls after 
Shep:

				BILL
		Hey! Where're you goin'?!

				SHEP
		Oh, out.

				BILL
			(rises)
		Out where?!

				SHEP (o.s.)
		Out to get a drink.

Bill gestures grandly toward the bar with its many shelves of liquor bottles.

				BILL
		Don't you suppose you could arrange 
		that here?!

				SHEP
		Nope. We gotta go somewheres else.

				BILL
			(without missing a beat)
		Okay. Come on, Francis. We got to go 
		somewheres else to get a drink.

Francis and Bill head out the door. After a moment, Frink follows behind.

					DISSOLVE TO:

EXT. AVENUE DES CHAMPS ÉLYSÉES - LATER THAT NIGHT
A taxi cab -- filled with Bill, Francis, Shep, Nikki and Frink -- pulls up to 
a restaurant. As it stops, Bill rises and points to someone at a sidewalk 
table.

				BILL
		Hey! There he is!

The others look.

				SHEP
		Where?

				BILL
		Come on!

The group cheers, spills out of the taxi and heads for:

THE SIDEWALK TABLE
where Cary sits reading a newspaper. 

				SHEP (o.s.)
		Cary!

Cary looks up. He rises, a little startled, and politely removes his hat. The 
others crowd around him.

				BILL
		Say, what are you tryin' to do, 
		disown us?

				CARY
			(genuinely polite)
		Hello. Won't you sit down?

				BILL
		Sure we'll sit down. What'd ya think 
		we'd do? Stand around?

They all take seats around the little table. During this, Frink brings a chair 
for Nikki who grabs a seat of her own. When he tries to use it to sit next to 
her, Bill commandeers it for himself.

				BILL
			(with a wave, to Frink)
		Thank you. 

A waiter joins them as they settle in.

				SHEP
		Hello, Cary.

				CARY
		Hello, Shep. Hello, Nikki. What will 
		you have to drink? 

				FRANCIS
		Martini!

				BILL
		Martini!

				SHEP
		Martini!

				FRINK
		Martini!

				WAITER
		Quatre Martinis?

				NIKKI
		Uh, could I have champagne, please?

				WAITER
		Champagne? Oui.

The waiter departs. Off her order, Bill gives Nikki a look.

				BILL
		Boys, she's goin' to be a problem.

				NIKKI
			(explains, to Bill)
		That's what I started on. 
			(to Cary)
		It upsets me if I change over to 
		anything else.

				CARY
			(to Bill)
		There's a lot of things wrong with 
		this one. 
			(to Nikki)
		What were you doing at the bar at 
		Claridge's anyway? 

				SHEP
		Yes. Don't you know you're not 
		supposed to be there?

				FRANCIS
		There's a sign on the wall says 
		ladies must sit at the back.

				NIKKI
		Can't read signs.

				SHEP
		Well, we'll just have to take care 
		of her, that's all.

				BILL
		Do you think she's good-lookin' 
		enough?

				NIKKI
		Oh, I know I'm not very good-
		looking but--

				CARY
		But what?

				NIKKI
		But when I was a little girl, my 
		mother always said I had the nicest 
		hair-ribbon.

Shep laughs derisively. The others give him a look and he shuts up. The drinks 
arrive. All the men, save Cary, snatch up their glasses. Bill removes the 
toothpicked olive and swallows his Martini whole. He watches Nikki rubbing her 
champagne's drinking straw between her hands as if she were a Boy Scout trying 
to start a fire.

				BILL
		Then there's her drinking.

				NIKKI
		What's the matter with my drinking?

				BILL
		You're a sissy drinker.

				NIKKI
		Well, maybe I can improve.

Meanwhile, Cary attempts -- with some success -- to drink his Martini with one 
unsteady hand. Bill inspects Nikki's mouth.

				BILL
		Then there's her teeth. Why, one of 
		'em is turned sideways.

				NIKKI
			(points)
		You mean this one?

				BILL
		That's it.

				CARY
		Why don't you have it turned around?

				NIKKI
		I don't have it turned around on 
		account of it's a kind of help.

				CARY
		Well, in what respect does it kind 
		of help?

				NIKKI
		Well, you see, when anyone kisses me 
		too hard, it splits my lip. And you 
		could tell when anyone kissed me too 
		hard on account of my lip would 
		bleed. So now I don't let anyone 
		kiss me -- hard. 

The men are amused. Nikki sips her champagne.

				CARY
		Well, we'll let that pass.

Bill chuckles. Shep abruptly rises and walks off, presumably to the rest room.

				NIKKI
		Where's he gone?

				CARY
		Shep went off to sharpen his skates.

				BILL
		Now, about your nose.

				NIKKI
		What about my nose?

				BILL
		It isn't straight. It kind of turns 
		up at the end.

				NIKKI
		Well, when I was a little girl, I 
		got bumped by a swing.

				CARY
		How'd you happen to get bumped?

				NIKKI
		I just walked through the gate. I 
		was only seven.

				CARY
		Oh, poor dear. Didn't you see it?

				NIKKI
		I can't see very far.

				CARY
		Did it hurt?

				NIKKI
		It made me dizzy all day.

				CARY
		Well, I guess we can't hold that 
		against her.

				BILL
		We all make mistakes.

				CARY
		That's right. Michelangelo painted 
		Adam with a navel.

Bill and Nikki laugh at this. Suddenly, Nikki grows thoughtful. 

				NIKKI
		All the same, he'd look funny the 
		other way -- even in a painting.

They all consider this for a moment as a fresh round of drinks arrives. Frink 
abruptly rises and walks off, presumably to the rest room.

				NIKKI
		Where's he gone?

				BILL
		He went off to shave a horse.

				CARY
		Have you got a husband or anything?

				NIKKI
		No husband. 

				CARY
		A mother?

				NIKKI
		Mother, yes. But we haven't met in 
		quite a long time.

				CARY
		Why not in a long time?

				NIKKI
		Well, on account of my mother's name 
		was Beulah. Now, you can't have a 
		mother named Beulah. So I changed it 
		to Jane. And that's how it all began.

An odd CHIMING sound distracts them. They look off to see:

FRANCIS
the narcoleptic, arms folded, asleep in his chair. He awakes with a frown, 
pulls a pocket watch from inside his jacket, opens it, and looks at it. The 
chiming ends and he rises without a word and exits. 

AT THE TABLE
Nikki watches Francis' exit curiously. Bill waves her off before she can ask:

				BILL
		He's goin' off to tame an alligator.

				NIKKI
		Who is he, anyway?

				CARY
		Francis used to fly with us in the 
		94th. The best shot in the squadron. 
		Brought down twelve planes. Used to 
		call him "Sudden Death." He lost 
		interest after his teammate got 
		killed. He's lonesome is all.

				NIKKI
		I like him.

				CARY
		He carries a chiming watch on 
		account of he's always falling 
		asleep in the daytime.

				NIKKI
		What kind of chimes?

				CARY
		Oh, Westminster, Canterbury, and 
		Whittington.

				NIKKI
		I'll take vanilla.

Cary puts a fist on his hip and gives Nikki an exasperated look. Taxi horns 
squeak. Francis, Shep and Frink return from their various adventures and sit 
down as Bill gives Nikki his opinion of Francis.

				BILL
		I think he's a washout.

				SHEP
		Well, just because you're a big 
		bombardier and an All-American--

				NIKKI
			(interrupts)
		All-American what?

				SHEP
		Halfback.

				FRINK
		Where?

				CARY
		Oh, Montana State or somewhere. 
		Idaho or Nebraska or the Carlisle 
		Indians or something. Didn't you 
		never read about Bill? Bronko Bill 
		-- the Alabama Flash?

Bill grins as Nikki inspects him closely through her lorgnette.

				NIKKI
			(skeptical)
		I think it's a forgery.

Bill's face falls. He looks at Nikki.

				BILL
		Say! What do you want me to do? 
		Tackle a horse?

She nods. Shep is amused.

				SHEP
		Sure. Go ahead. Tackle a horse.

				BILL
			(with a dismissive wave)
		All right, all right, I'll tackle a 
		horse.

Shep looks down the street.

				SHEP
		Here comes one now.

They all look to see:

A HORSE-DRAWN CAB 
rolling down the street in their direction.

AT THE TABLE
Everyone watches as Bill rises and suddenly bolts in the direction of the cab.

				BILL
		Look out, horse!

THE HORSE-DRAWN CAB 
rolling along as Bill runs in and tackles the horse, locking his big arms 
around the animal's front legs to trip up the poor creature.

ON THE SIDEWALK
Cary, horrified, stands and yells:

				CARY
		Hey, Bill! Bill! Come back here!

Cary runs off, toward Bill, leaving a thrilled Shep and a worried Francis with 
a distressed Nikki. They all stare in concerned amazement as a crowd of 
pedestrians stops to watch the excitement.

				NIKKI
			(distraught)
		Oh, Bill!

AT THE HORSE-DRAWN CAB 
Cary rushes up to the startled cab driver who is pulling hard on the reins.

				CARY
		Hey! What's the idea -- runnin' 
		down my friend like that? Here! 

Cary forces a wad of francs into the driver's hand. The cabman protests in 
French but takes the cash.

WIDER VIEW
of the fallen horse as the driver descends from the cab. Standing up now, Bill 
tries to haul the horse to its feet while Cary tries to placate the driver.

				CARY
		Never mind. Look where you're going 
		in the future now. You just watch out 
		where you're going!

ANOTHER VIEW
Bill grabs the horse by its bridle and tries to pull it up. The horse, sorely 
annoyed, gets up on its own and shakes its head violently to drive Bill away. 
Bill hangs on and tries to calm the horse. Cary tries to pull Bill away as 
Frink, Francis and the driver gather around. Bill is more interested in 
petting the horse which understandably shies away from him.

				CARY
			(admonishes Bill)
		Now listen, come on out here, you 
		old fool. 
			(to the shying horse)
		Whoa, whoa. 

				BILL
		Nice horsie.

				CARY
			(to Bill)
		Now, listen, you ought to be ashamed 
		of yourself. You old fool! You know 
		what you'll do? You'll kill yourself 
		one of these days. Now, come on, get 
		out of here. Now, listen--

Satisfied with the outcome of all this, Bill heads back for the sidewalk.

				CARY
			(to the driver)
		You all right now, brother?

The driver nods but is more concerned with reining in his skittish horse.

				CARY
		All right. Now, you just keep your 
		horse, see? You got your money.

The cabbie salutes Cary but pays more attention to his horse.

BACK AT THE SIDEWALK TABLE
The waiter sets out a fresh round of drinks as the group returns. Bill happily 
dusts off the sleeve of his dinner jacket. Cary, beside him, leads him to his 
seat. They all sit down under the following:

				CARY
		Hey, listen, Bill, you're All-
		American, see? You're TWO All-
		Americans! The lady's convinced 
		you're the whole team. You don't 
		have to tackle any more horses. 
		How 'bout that? Drink your drink.

				BILL
			(pleased with himself)
		Ahhh. Wasn't that a great spill?

Nikki abruptly rises.

				SHEP
		Hey! Where are you going?

				NIKKI
		Would you all excuse me for a 
		moment?

				CARY
		Well, where are you going?

				NIKKI
			(a grave announcement)
		To take a Chinese singing lesson.

Francis immediately understands that she's become one of them. He raises an 
olive in the air and cheers:

				FRANCIS
		Hooray!

The men rise and all but Frink cheer her lustily as she departs:

				MEN
		Hooray! Hooray! Hooray! Hooray!

NIKKI
walks proudly into the restaurant as the men cheer. A smiling maitre d' 
directs her to the ladies' room.

BACK AT THE TABLE
Frink watches Nikki disappear from view and, after a glance at the others, 
rises and follows her. Shep, Bill and Cary remain at the table, laughing and 
drinking. Bill turns to Cary with a smile.

				BILL
		Hey. What kind of a girl do you 
		think Nikki is?

Cary glances in Nikki's direction and tells Bill confidentially:

				CARY
		I think she's the kind that sits 
		down on phonograph records.

Bill thinks about this and nods.

INSIDE THE RESTAURANT
As Nikki returns from her Chinese singing lesson, Frink puts his arm against a 
wall, blocking her way.

				FRINK
		Say, Nikki, let's ditch these 
		drunks and go off somewhere by 
		ourselves. These crazy fools are 
		liable to do anything.

				NIKKI
			(hopeful)
		Do you think so?

				FRINK
		Since the war, they don't care what 
		happens.

				NIKKI
		And do you?

				FRINK
		I'll say so. I've got more 
		important things to think of.

				NIKKI
		What more important things?

				FRINK
		Well, my work.

				NIKKI
		What kind of work?

				FRINK
		I'm the foreign correspondent for a 
		New York newspaper syndicate.

				NIKKI
			(genuinely)
		How nice for you!

Nikki pushes his arm away and heads for the table. Frink watches her go, a 
dark look on his face.

BACK AT THE SIDEWALK TABLE
The men rise briefly as Nikki rejoins them and sits.

				FRANCIS
		Nikki? Are you the kind of girl that 
		sits down on phonograph records?

Nikki lowers her eyes.

				NIKKI
			(a bit defensively)
		People shouldn't leave their records 
		lying about.

				CARY
			(to Francis)
		What did I tell you?

				NIKKI
			(abruptly brightens)
		Take me dancing?

				BILL
		What place you wanna go?

				NIKKI
		What places you got?

				CARY
		Well, we got Maxim's, only it's too 
		early. We've got Florida, Perroquet, 
		Pigalle, Le Rat Mort, Moulin Rouge, 
		Bal Tabarin.

				NIKKI
		I'll take vanilla.

Cary gives her a look. Bill clears his throat.

				BILL
		Somebody pay for the drinks!

Bill rises and claps his hands with enthusiasm.

				BILL
		We're off in a "billizzard" of 
		horse-radish!

Whatever that means. The men rise and retrieve their hats.

					DISSOLVE TO:

INT. BAL TABARIN BALL ROOM - LATER THAT NIGHT
A festive Parisian night spot. Dance MUSIC plays while a floor show, lit by 
moving spotlights, unfurls in the huge, darkened ballroom which is ringed with 
crowded tables. A handsome male dancer, in tuxedo and top hat, whirls 
exuberantly around the floor, surrounded by beautiful chorus girls. 

Somewhere above all this, Nikki, lit by spotlight flashes, sits on the edge of 
a ringside balcony observing the show with eager interest through her 
lorgnette.

The show continues: after a few twirls, the dancer links arms with the girls 
to form a line and do some precision high-kicking. The music continues but the 
dance apparently ends and the lights come up. Impressed, Nikki is breathless.  

				NIKKI
		My, my! Isn't this nice?!

Nearby, the men sit at a roped-off table for six on a low balcony. Cary and 
Francis sit glumly on one side of the table as Bill tries to tell a story to 
the others (Frink; a nameless young woman nicknamed "Kiss-Me-Quick" who 
appears in this scene only; Shep and Nikki). 

				BILL
		Now, listen, men. I'll tell ya 
		something funny. 

Cary and Francis look doubtful about this. Bill sits at the table. 

				BILL
		I was only four years old once.

				FRANCIS
			(to Cary)
		What'd he say?

				CARY
		Said he was only four years old 
		once.

				FRANCIS
		Amazing.

				BILL
		And my aunt had a very low-neck 
		dress on.

				FRANCIS
			(to Cary)
		What'd he say?

				CARY
		Said his aunt had on a very low-neck 
		dress.

				FRANCIS
		Can't believe it.

				BILL
		And she sat right across the table 
		in front of me. And I said, "Auntie 
		-- I can see your knees!"

Nobody laughs or even changes expression. 

				CARY
			(pointedly, after 
			an awkward pause)
		I wonder what's doing in Portugal 
		tonight.

Bill is disappointed at the response.

				BILL
		Maybe I'd better do my match trick.

				NIKKI
		If you do match tricks, I'll recite.

				CARY
		Recite what?

				NIKKI
		Poetry.

				CARY
		Whose poetry?

				NIKKI
		My poetry.

				CARY
		You write poetry?

				NIKKI
		I'll send you a photograph of my 
		poetry.

Cary gives her a look, then rises and peers with one eye into the open bottle 
of champagne on the table between him and Nikki. He gestures at the bottle as 
he sits back down.

				CARY
		Say, I wonder if there's anything 
		intoxicating in that.

Everybody cracks up -- except Nikki, who looks a little hurt. 

An empty champagne bottle is placed on the floor.

					DISSOLVE TO:

INT. BAL TABARIN BALL ROOM - STILL LATER THAT NIGHT
By now, a dozen empty champagne bottles have been placed on the floor.

CLOSE SHOT - FRINK'S HAND
strays to Nikki's legs and up her dress.

WIDER
Nikki rises indignantly and turns on Frink. 

				NIKKI
		Just what ARE your plans?

WIDER STILL
The other men seated at the table understand instantly what's going on and 
stare darkly at Frink.

				SHEP
		You'll have to watch that lad, Nikki. 
		He's a member of the Wandering Hands 
		Society and he has a groping good 
		time. 

Frink nervously adjusts his necktie. Cary glares at him.

				CARY
		Your behavior, sir, is unseemly, 
		unethical, indelicate and lousy. 
		Have I made myself clear?

Frink, pretending chagrin, looks at Nikki.

				FRINK
		All right. My mistake. I'm sorry.

				CARY
		You'll have to watch out for him, 
		Nikki. He's just a licentious old 
		man.

				NIKKI
		It's getting pretty late, isn't it?

				CARY
		Do you want to go home, Nikki? 
			(rises)
		I'll take you home. Where do you 
		live?

				NIKKI
		Hotel Carlton.

The others, except for Frink, begin to rise, too. Shep pays the waiter.

				BILL
		I'll take her home, too.

				FRANCIS
		So will I!

				SHEP
		We'll match to see who takes her 
		home!

				BILL
		Nothin' doing! We'll ALL take her 
		home.

				CARY
		I saw her first.

				BILL
		It makes no difference. She belongs 
		to us all now!

Nikki laughs as they all depart. Frink rises wearily to follow them out.

					DISSOLVE TO:

INT. HOTEL CARLTON - LOBBY - LATER THAT NIGHT
The group enters the spacious, empty lobby, laughing loudly. Someone says, 
"Wheeee!" Others say, "Ssshhh!" They cross to the front desk.

AT THE FRONT DESK
The clerk is fast asleep, his head down on the desk. Nikki is about to wake 
him when Bill bounds forward.

				BILL
			(quietly, to Nikki)
		Sh! Let him sleep. What's your 
		number?

				NIKKI
			(whispers)
		Eighty-eight.

Bill waves the others on and they exit toward the elevators. 

Once they've gone, Bill, the athlete, vaults the front desk and lands -- with 
a little noise -- on the other side, without waking the clerk. 

He cautiously checks the clerk to make sure the sleeping man hasn't awakened, 
then fetches Nikki's key from its cubbyhole. 

Bill leaps up on top of the desk, landing on his rear end, swinging his legs 
around -- nearly kicking the clerk in the process -- then silently slides off 
the desk to the floor. 

Watching the sleeping clerk warily, Bill tiptoes away. 

At the last possible moment, Bill purposefully WHACKS the signal bell with his 
hand, making it RING noisily. The clerk awakens with a start and grabs a 
nearby telephone just as Bill disappears from view.

IN THE HOTEL ELEVATOR
Amused, the group piles into the "ascenseur". Last one in is Bill who shuts 
the door and the metal safety gate behind him.

				BILL
		Here we are. Goin' up! 

				CARY
		Who's gonna pilot this craft?

				BILL
		I'll take her off. Where's the 
		throttle?

Bill looks for the controls as Cary turns playfully to the others.

				CARY
		Got your safety belts buckled?

				SHEP & OTHERS
		Mm hmm.

Bill finds the appropriate lever and grabs hold.

				BILL
		Here it is. Contact?

				SHEP
		Contact!

Bill pulls the lever and the car rockets up the shaft.

				BILL
		We're off!

Most everybody cheers. They watch with great interest as the floors pass by 
rapidly.

				FRANCIS
		Shut her off!

				CARY
		Hold her nose! She's headed for the 
		hangar!

				SHEP
			(nervous)
		Hey, stop it, will ya?

				NIKKI
		We've gone an' passed my floor.

				BILL
		Gone an' passed your floor? I'll fix 
		that.

Bill brakes the car and starts it back down the shaft.

				SHEP
		Put her tail down!

				CARY
		Bail out, boys! She's gonna crash!

				FRANCIS
		Wheeeee!

				FRINK
			(nervous)
		Stop it! Stop it!

				NIKKI
		We've gone an' passed my floor 
		again.

				BILL
		Say! How do you stop this thing?

Bill brakes the car too quickly -- it slams to a halt and everyone loses their 
footing, nearly falling down. Part of the light fixture above them breaks 
loose and crashes down on Frink's head, much to everyone's amusement -- they 
laugh as Frink clutches his head, annoyed.

				FRINK
		That's right, laugh.

				CARY
		We should've brought our parachutes!

				BILL
		Get a good hold, Millie. We're off 
		again.

Bill reaches for the controls but Shep grabs the tail of Bill's jacket and 
pulls him away.

				SHEP
		Nothing doing! Let Cary take the 
		controls. You'll run us through the 
		roof.

Bill brushes his hands, his pride a little hurt.

				BILL
		All right, all right.

				CARY
		All set? 

				SHEP
		Let her go!

The car starts up the shaft again.

				NIKKI
		Hurray!

				SHEP & FRANCIS
		Hurray!

				CARY
		There we are.

					DISSOLVE TO:

INT. HOTEL HALLWAY - FIFTH FLOOR - MINUTES LATER - LONG TRAVELING SHOT
The elevator door opens. Cary leads the way as everyone else spills out 
happily into the hall. Shep puts a congratulatory arm around Cary.

				SHEP
		Say! That's a pilot for ya.

				BILL
		You deserve a medal.

Bill pins Nikki's room key to Cary's vest pocket. Smiling, Cary holds it up 
proudly to Nikki.

				BILL
		All right, come on, men.

They head down the hallway in a drunken, disorganized fashion. Shep walks an 
imaginary tightrope, wobbling spectacularly. Cary, bringing up the rear, shuts 
the elevator door and escorts Nikki.

				FRANCIS
		I need a rest, I need a rest.

Francis drops into a handy chair and lights a cigarette but Bill immediately 
hauls him up:

				BILL
		Come on, come on.

Bill, whistling and pretending to ice skate, leads the group down the hall. 
Francis tries to enter a room but Frink pulls him out of the doorway. Bill 
backtracks to help Frink escort Francis. This allows Cary and Nikki to take 
the lead. Nikki indicates the correct doorway to Cary.

				NIKKI
		Right here.

				CARY
		Oh! Eighty-eight! Here we are!

The group cheers. Cary unlocks the door. The group enters Nikki's hotel room.

INT. NIKKI'S HOTEL SUITE - SITTING ROOM - CONTINUOUS
Laughing, the group files into the darkened room and spreads out.

				SHEP
		Wheeeee!

Nikki switches on the lights. Bill marvels at the luxurious suite.

				BILL
		Well, for--! Well, I'll be a--!
		Look! Nikki's got a whole apartment! 

				SHEP
		And a gramophone!

Delighted, Shep starts to crank up the gramophone.

				CARY
			(unimpressed)
		Yeah! And chairs and tables and 
		floors and ceilings and everything.

				FRANCIS
		So THIS is where Nikki lives!

Amused and pleased by their reaction, Nikki heads for her bedroom.

				NIKKI
		Yes, this is where Nikki lives.

Shep picks up a book and admires it grandly.

				SHEP
		And she's got a book!

The gramophone comes to life and MUSIC plays from a record. Nikki passes into 
the bedroom and switches on a light.

				FRANCIS
		Got all the comforts of home.

Frink tries to follow Nikki into the bedroom but Bill pointedly intercepts 
him. Disappointed, Frink looks past him into Nikki's bedroom and Bill follows 
his gaze to see:

PERFUME BOTTLES
on Nikki's glass-topped dressing table -- dozens of them. 

				BILL
		Hey! Look at all the bottles! 

Bill enters and inspects the table closely.

NIKKI'S BEDROOM
as the other four men respond to Bill's enthusiastic summons and enter.

				BILL
		Hey! Come on in and look at Nikki's 
		bottles! 

Cary joins Bill at the table as the Texan picks up one of the bottles and 
reads the label.

				BILL
		Ylang! Ylang!

				CARY
		Hey, don't be handlin' her things. 
		Put 'em down.

But Bill goes right on, delighted. The others crowd around the table.

				BILL
		Chichi!

				CARY
		Leave 'em alone.

				BILL
		Salammbo! Chypre! Reve de Vestale! 
		Jinko!

				SHEP
		Hey, you big bombardier--

				BILL
		Chiki chiki!

During this, Francis has casually inspected a curtained walk-in closet near 
the table. He pulls the curtain to reveal a rack of carefully hung dresses and 
a floor covered with dozens of shoes organized in impeccably straight lines.

				FRANCIS
		Say, I never saw so many shoes.

The others gather to peer into the closet. Frink loses interest immediately 
but whistles at the sight of Nikki's sheer nightgown draped across her bed. He 
moves to it eagerly. 

Nikki sits on the edge of the bed removing her shoes as Frink picks up her 
silk bedclothes and examines them with a grin. Bill pointedly takes the gown 
out of Frink's hand. Tight-lipped, Frink stares at him. Suddenly, Bill points 
to a small wind-up clock on Nikki's night table. 

				BILL
		Look! 

Bill drops the garment on the bed and moves to the night table.

				BILL
		She never winds her clock! 
			(picks up the clock)
		It says eleven and I've never been 
		anywheres at eleven.

Nikki removes her earrings as Frink walks off and Cary takes a seat at the 
foot of the bed.

				CARY
			(dry, to Bill)
		What time are you anywhere?

Bill shakes the clock and puts it to his ear, listening.

				BILL
			(to Cary, ignoring Nikki)
		Two o'clock. It's always two o'clock 
		in my life. Hey, listen. Besides 
		never having any matches and always 
		spilling her drinks, she never winds 
		her clock! Think I'll go in the 
		bathroom and see if she leaves the 
		cap off her tooth paste.

Bill heads for the bathroom but then stops and turns back to Nikki.

				BILL
		Is it all right?

				NIKKI
		Help yourself.

Bill disappears into the bathroom, leaving Nikki and Cary sitting on the bed. 
Nikki peers at Cary through her lorgnette.

				NIKKI
			(friendly, sympathetic)
		Hello.

				CARY
			(grins)
		Hello, yourself.

The phonograph MUSIC ends just as Bill's voice calls from the bathroom.

				BILL (o.s.)
			(excited)
		TURTLES!

Cary turns toward the bathroom.

				CARY
		Turtles?

				SHEP (o.s.)
		Turtles?

Shep runs past and hurries into the bathroom. Cary rises from the bed to 
follow. Nikki is perhaps mildly surprised by the excitement.

HIGH ANGLE SHOT - TWO TURTLES
swimming in shallow water at the bottom of a bathtub. A couple of decorative 
lily pads lie next to the drain. The turtles' shells are inlayed with 
brilliants.

BATHROOM
Bill kneels by the tub as Frink, Shep, Francis and Cary join him. Bill points 
out his discovery to the others.

				BILL
		Turtles!

				OTHERS 
		Turtles?! 

				SHEP 
			(thrilled)
		It IS turtles!

Francis picks up a turtle and shows it to Cary.

				FRANCIS
		Hey! Look, Cary! It's turtles!

Cary examines the turtle for a moment, placing a finger on it.

				CARY
			(with a nod)
		Nice work, boys. It's turtles.

Cary and Francis inspect the turtle.

BATHROOM DOORWAY
Nikki enters and addresses the men.

				NIKKI
		And now do you suppose you could 
		all excuse me? 

Cary joins her.

				NIKKI
		On account of I'd like to go to bed.

				CARY
		Sure we'll excuse you. I'll clear 
		everybody out of here. 
			(to the others)
		Come on, you fellas. Nikki wants to 
		go to bed.

AT THE BATHTUB
The other men, still lined up at the tub enjoying the turtles, are 
disappointed.

				BILL
		Go to bed?

				SHEP
		Awww! Bed?

They rise reluctantly. Bill shakes water off his hand.

				BILL
		Yup, all right. 

They file out of the bathroom.

				SHEP
			(waves to the turtles)
		So long, turtles. 

				BILL
		Good night, turtles.

				FRANCIS
		Night, turtles.

Frink follows the others humorlessly, without a word to the turtles.

TRACKING SHOT - THROUGH THE SUITE
The entire group exits the bathroom, passes through the bedroom and heads into 
the sitting room.

				BILL
		Poor Nikki. Do you wanna go to 
		sleep?

				NIKKI
			(nods)
		Mm hm.

				SHEP
		Sleep? You should NEVER go to sleep!

				BILL
			(with a wave, to Nikki)
		Well, good night.

As Bill enters the sitting room, he looks around and hurries away toward 
something he sees off screen. Shep and Francis follow.

				SHEP
			(with a wave)
		Nighty-night, Nikki.

Francis says nothing.

				FRINK
		Good night, Nikki.

Frink is the last out the bedroom door, though Cary stays behind to linger a 
moment with Nikki.

SITTING ROOM
Bill takes a pillow from the sofa and tosses it across the room. He proceeds 
to leap feet first onto the sofa, fall on his back with his feet in the air, 
then stretch his legs out across the sofa, lying down to go to sleep. 

				BILL
			(satisfied)
		Ah!

Shep, watching this, scratches his head, confused, then moves to join him. 
Frink watches Francis drag some sort of heavy fringed rug to the floor near 
the sofa, apparently preparing to lie down on it.

AT THE BEDROOM DOOR
Nikki and Cary stand close, exchanging warm goodnights. 

				NIKKI
			(dead serious)
		Good night, Cary.

				CARY
			(playful)
		Good night, Nikki.

Cary, perhaps pleased with Nikki's attention to him, watches her withdraw into 
the bedroom and shut the door. He turns from the door to see:

LOW ANGLE SHOT - SITTING ROOM
Four men, happily situated, settling in for a night's sleep: Bill and Shep on 
the sofa, Frink on a chair, their three pairs of feet propped up on a table. 
Francis, his head on a pillow, lies on the floor, stretching his legs and 
yawning as only a narcoleptic can.

				BILL
		Say! I like this place.

				FRANCIS
		Say, I like this place, too.

				SHEP
		I think it's swell.

CARY
peers at them skeptically, hands on his hips.

				FRINK (o.s.)
		It suits me.

				CARY
		You fellas think you're gonna PARK 
		here?

				BILL (o.s.)
		Sure!

				FRANCIS (o.s.)
		Sure.

Cary hears the bedroom door open behind him and turns to see:

NIKKI
opening the door, wearing a robe, carrying a bottle of eau de Cologne and some 
towels.

				NIKKI
			(innocently)
		Will somebody please scrub my back?

LOW ANGLE SHOT - SITTING ROOM
Excited again, Bill jumps to his feet, upsetting the others in the process.

				BILL
		Will somebody scrub your back?! Look 
		out, boys!

The men struggle to their feet and follow him to:

NIKKI   
holds the bottle in her hand. The men's hands reach for it but Bill is quicker 
than the others and commandeers it with authority.

				BILL
		I got it, I got it, I got it.

From over Nikki's nearly bare back, we watch Bill whistling jauntily as he 
shakes eau de Cologne onto a towel.

CARY
now seated, watches this coolly as he takes out a cigarette and lights it.

BILL AND NIKKI
Bill examines Nikki's back with delight.

				BILL
			(impressed)
		Mmmmmm mm!

His eyes pop. For Nikki, though, this is an asexual activity.

				NIKKI
		Scrub hard.

Bill places her head on his left shoulder and prepares to scrub with his 
right.

				BILL
		Did anyone ever see such a back in 
		their life? 

He scrubs a little.

				BILL
		Did anyone ever HEAR of such a 
		thing? 

More scrubbing -- his tongue sticks out of his mouth as he studies his work.

SHEP, FRINK AND FRANCIS
watch all this with envy and interest.

				BILL (o.s.)
		Just look at that back. Just look at 
		that thing, won't you?

BILL AND NIKKI
Bill keeps scrubbing, adopting the air of a professional back scrubber.

				NIKKI
		Harder.

He lifts her hair to inspect her neck.

				BILL
		My, my! 

He scrubs her neck.

				BILL
		I could go on doin' this a long time.

More scrubbing and then an amusing pantomime: To Nikki's bewilderment, Bill 
pulls back the hair over her ear, looks down into her ear, cleans it out with 
his little finger, flicks wax off his finger daintily, buffs the ear with the 
towel, and finally blows sharply into the ear, causing her to wince. She 
places her head on his shoulder again. More scrubbing.

TRACKING SHOT - SITTING ROOM
We start on Cary, who sits rocking in a tilted chair and smoking, watching 
Bill and Nikki with amusement. After a pause:

				CARY
		Nikki? Are you rich?

				NIKKI
		Well, practically. Beulah is rich.

				CARY
		Well, just how rich IS your mother?

				NIKKI
		Leave a lady a few secrets, can't 
		you?

By now, we've pulled back far enough to take in the whole group. Bill finishes 
his scrubbing and Nikki adjusts her robe.

				NIKKI
		Thank you, William. That was EVER so 
		cool and nice. 
			(takes bottle and 
			towels from him)
		Good night.

				BILL
		Good night.

				NIKKI
			(to the others)
		Good night.

				THE MEN
		Good night, Nikki.

They watch her move off. We hear the bedroom door close. Bill realizes 
something, snaps his fingers, claps his hands and starts off.

				BILL
		Come on, fellas!

He rushes off. Shep, Francis and Frink rise and follow. Cary merely collects 
his hat and cane and heads for the front door.

SITTING ROOM - ANOTHER VIEW
Bill and Shep carry the sofa over and place it directly in front of Nikki's 
closed bedroom door. Francis brings his rug and pillow. 

CARY
watches them, amused, from the front door.

				CARY
		You're gonna stay here, huh?

SITTING ROOM - ANOTHER VIEW
The men settle in for the night.

				BILL
			(to Cary)
		That's right! She might need some 
		more help!

Bill waves good night and collapses on the sofa. Frink, glancing at Cary, 
brings his chair and sits in it. Francis lies on the floor. Shep fluffs 
pillows on the sofa, etc.

CARY
turns, shuts off the lights, opens the front door and exits the darkened room, 
closing the door behind him.

					FADE OUT

FADE IN

INT. CARLTON BAR - NEXT MORNING
The drinking hole in Nikki's hotel. A French woman noisily arranges dirty 
drinking glasses as Bill, Francis and Shep enter -- horribly hungover, moaning 
and yawning -- and line up at the bar. A bartender greets them to take their 
order.

				BARTENDER
		Messieurs.

				SHEP
		Morning.

				FRANCIS
		Morning.

				BILL
		Um, prairie oyster.

				SHEP
		Prairie oyster.

Shep has to nudge Francis with an elbow.

				FRANCIS
		Prairie oyster.

				BARTENDER
		Prairie oyster for three.

Bartender moves off. Shep puts on his dark eyeglasses.

CARLTON BAR - ANOTHER VIEW
We start on a CLOSE SHOT of three drinking glasses as the bartender breaks a 
raw egg into one. Beside them are the other ingredients of a potent hangover 
remedy. We PAN OVER to the three men:

				SHEP
		Say, we'd better get back to our 
		hotel.

				FRANCIS
		There's no Nikki at our hotel.

				BILL
		That's right.

				SHEP
		And the bar doesn't open so early.

				BILL
		Say! Why don't we move in here?

				FRANCIS
		Sure. Let's stay here.

				BILL
		But - what about Cary?

				FRANCIS
			(to Shep)
		What about Cary?

				SHEP
			(to Francis)
		What ABOUT Cary?

Francis shakes his head, he has no idea.

				BILL
		We can move him in, too.

Francis nods in agreement. Shep thinks it over as the drinks arrive.

				SHEP
		Not a bad idea!

Shep pays off the bartender who departs with a mumbled "thank you." The three 
men each down their nasty hangover cures in a single swallow and move off one 
at a time -- first Shep who exhales deeply, then Francis who takes it in 
stride. Finally, Bill exhales happily and claps his hands as he follows the 
others out, their hangovers apparently remedied.

				BILL
			(cheerfully)
		Well, come on, men. Let's go.

					FADE OUT

FADE IN

INT. NIKKI'S SUITE - LATER THAT DAY
Phonograph music plays as an Asian maid, the hotel's specialist in Chinois 
Pedicure, paints Nikki's toenails. We PAN UP to discover Nikki wearing a robe, 
sitting in a chair next to the phonograph, smoking a cigarette and checking on 
the progress of her paint job. A snappy knock at the door.

				NIKKI
			(wearily)
		Entrez!

THE FRONT DOOR
opens and Bill, looking dapper, enters.

				BILL
		Hi, Nik!

Then, Shep enters, wearing his dark eyeglasses and carrying a bouquet of 
flowers.

				SHEP
		Hello, Nikki!

Next, Francis enters, sleepily.

				FRANCIS
			(in mid-yawn) 
		Hello.

Finally, Cary, who closes the door behind him.

				CARY
		Good morning, Nikki.

The men are all: wearing suits and ties, pleased to see her, and stone sober. 
Francis finds his way to the sofa, which has been returned to its proper spot 
in the room. He lies down and shuts his eyes.

				NIKKI (o.s.)
		Hello, Bill. Hello, Shep. Hello, 
		Cary. Hello, Francis.

				FRANCIS
			(from the sofa)
		Morning, Nikki.

				NIKKI 
		I didn't expect to see you all so 
		early.

Shep puts the flowers in a vase.

				BILL
		We camped on your doorsteps last 
		night. And this morning we all moved 
		in.

Cary leans over her affectionately.

				CARY
		Despite your practically innumerable 
		faults, we adore you. We've decided 
		to adopt you.

Bill and Shep kneel next to Nikki. Bill notices the toenail painting.

				BILL
		Well, for heaven's sakes! Look at 
		Nikki! What are you having done to 
		yourself, gal?

				SHEP
		Whatcha having your toes painted 
		for, Nikki?

Cary stands behind Nikki as she looks down at her toes.

				NIKKI
		I don't know. 
			(looks at Bill and Shep)
		Seemed like a good idea at the time.

Cary smiles. Nikki, Bill and Shep share a laugh. The Asian woman goes right on 
painting as Bill and Shep study Nikki's legs. During this, Nikki hands her 
cigarette to Cary who moves to put it in an ashtray by the window.

				BILL
		Why, look at Nikki's legs, would 
		you? That there is practically the 
		loveliest pair of legs I ever saw in 
		all my born days.

				NIKKI
		Like my legs?

Cary stares out the window at a rainy day. 

				SHEP
		Look at those legs, Cary. My, they 
		nearly match. 

Cary turns from the window. 

				SHEP
		Did you ever see such a swell set of 
		legs?

				CARY
		Well, what do you want me to do 
		about it? Burst into tears?

				SHEP
		Would it embarrass you, Nikki, if 
		Cary were to burst into tears?

				NIKKI
			(looks at her legs)
		On account of my legs? Oh!
			(turns to Cary,
			heartfelt)
		I think that would be sweet.

Cary manages a slight grin. As he does, there's a knock at the door. Everyone 
hollers, "Entrez!" Shep runs to the door and opens it.

				SHEP
		Oh, boy! Here come the drinks!

The others cheer happily. Two hotel employees enter carrying trays loaded with 
already poured drinks. Shep hands a glass to Nikki.

				SHEP
		Here, Nikki, drink this. 

				CARY
		Make you laugh and play.

				NIKKI
		That's what I want to do, laugh and 
		play.

Shep hands Bill a glass.

Francis sits groggily on the sofa, a drink in each hand. He polishes off one 
and then the other. He leans over and sets one empty glass on the floor but 
holds on to the other as he puts his head to the nearby pillow and dozes off.

Cary, Bill and Shep crowd around Nikki who is still seated -- all have drinks. 
The tray-carrying hotel employees have apparently exited. Bill proposes a 
toast.

				BILL
		Here's to Nikki's dainty legs. As 
		smooth and hairless as an egg.

				SHEP
		Wheee!

				CARY
		Hurray!

				NIKKI
		'Ray!

They drink. Another knock at the door. They all yell, "Entrez!" The door opens 
to reveal Frink -- whose face falls when he sees the other men with Nikki. The 
others are not happy to see him, either.

				CARY
		Well! Here comes that licentious 
		old man. Who invited him?

Cary hands his glass to Bill and moves to meet Frink as he enters.

				FRINK
			(sneering)
		Still drinking?

				CARY
			(shakes his head 
			mockingly)
		How can you tell?

Cary watches Frink approach Nikki.

				FRINK
		Morning, Nikki.

After a pause, Nikki looks up at him uncertainly as if she doesn't recognize 
him. Then she peers at him through her lorgnette.

				NIKKI
		Oh, it's you. 
			(after a pause,
			reluctantly polite)
		Won't you sit down?

				FRINK
		Thank you.

Frink moves off to find a chair. Shep sets down his drink and follows him. 
Frink starts to move a chair but Shep stops him.

				SHEP
		Say, I don't think Nikki likes you.

				FRINK
		Oh, no?

				SHEP
		No. What do you wanna hang around 
		for?

				FRINK
		Well, what do YOU hang around for?

				SHEP
		Me? Why, I came to bring Nikki some 
		posies. I'll bet you didn't bring 
		Nikki any posies.

				FRINK
		I-- Well--

During the above dialogue, Bill nudges Cary mischievously and they glance down 
at the tray in front of them. They exchange knowing nods, pick up some drinks, 
bring them over, and offer one to Frink.

				BILL
		Have a drink?

				FRINK
		No, thanks.

				SHEP
		Cure the shakes.

				FRINK
		I haven't got the shakes.

				CARY
		Let's see. Hold out your hands.

Bill and Shep watch with interest as Frink holds out his hands, palms up.

				CARY
		No, turn them over.

Frink turns them over, palms down. Cary looks at Frink's steady hands, 
impressed.

				CARY
		Say, that's pretty good. 

Cary looks down at the drink in his own hand.

				CARY
		Let's see if you can hold this.

Cary sets the glass on top of Frink's downturned hand. Frink balances the full 
glass with ease.

				CARY
		Say, that's great.

Cary places a second full glass on Frink's other hand. Frink balances both 
glasses with ease. Cary expresses keen admiration.

				CARY
		Steady as a rock!

Frink looks at the others, a little smugly. Cary slowly backs away and walks 
off, as do the others. Frink's face falls as he realizes he has been left 
standing in the middle of the room with two drinks balanced on top of his 
hands and no way to safely remove them.

Cary, Shep and Bill return to Nikki and crowd around her.

				CARY
		Well, I guess that'll keep his hands 
		out of mischief for a while.

Frink, abandoned, reluctantly pleads with the others.

				FRINK
		Hey. Take these off.

But the others simply ignore him.

				CARY
		Now, let's see. Where were we before 
		we were so rudely interrupted?

				BILL
		We were talkin' about Nikki's legs.

				CARY
		That's right. We were talkin' about 
		Nikki's legs. And havin' a fine time, 
		too.

The Asian maid who has been working on Nikki's feet abruptly rises.

				WOMAN
		Finis.

The men cheer, "Yay!" and Nikki smiles at the woman as she exits with her 
tools. The men crowd closer to peer down at Nikki's legs.

				SHEP
		Let's inspect the job.

But Nikki quickly covers her toes with a hand.

				NIKKI
		Oh, my poor toes. Don't look too 
		close.

Nikki wraps her robe around her legs and stuffs them under body. Since she's 
no longer using her footstool, Cary commandeers it and sits on it.

				CARY
		Well, what's the matter with your 
		toes?

Nikki grows extremely somber and begins to tell a story -- very slowly. Her 
eyes stare into space and her voice conveys terrible sadness.

				NIKKI
		Well... when I was a little girl...

A worried look crosses Cary's face.

				NIKKI
		... my mother bought me a new pair 
		of shoes. ... And they were WAY too 
		short. ...

Shep and Bill listen soberly.

				NIKKI
		... And I had to walk all the way to 
		Sunday school and back. ... Down the
 		road. ... And it was hot and dusty.

				BILL
			(hand to his face)
		Oh, take her away! She's breakin' 
		my heart!
			(sobs)

				NIKKI
		And when I got home ...  my toes 
		were spoiled.

				CARY
			(on the verge of tears)
		Oh, dear, oh, dear. 

				SHEP
		That's such a sad story. Let's all 
		have a drink, quick!

Their eyes pop. The men jump up eagerly and run off. Nikki, thoroughly 
nonplussed by this, takes a sip of her drink. Shep, Cary and Bill crowd around 
a tray and start imbibing. 

Meanwhile, Frink looks around unsuccessfully for a way to lose the two glasses 
that are still balanced on his hands.

For the first time in this scene, Nikki is on her feet. She walks over to the 
drink tray and puts a friendly hand on the shoulders of Shep and Cary.

				NIKKI
		And now would you all excuse me? 
		On account of I'm gonna put on a 
		dress.

				CARY
		Well, why not?

Nikki walks off, exiting into her bedroom. The men continue to stand around 
the tray, drinking. In the background, Francis sleeps on the sofa.

Over by the fireplace, a frustrated Frink, still balancing the two drinks, 
casts a dirty look at the others. He angrily hurls the glasses into the 
fireplace, smashing them loudly. Francis, startled awake by the noise, jumps 
off the sofa. The others stare at him. 

				SHEP
		My, my. What's HE getting so excited 
		about?

Frink, furious, rubs his hands with a handkerchief and stuffs it in his 
pocket. 

				FRINK
		You guys think you're so darn smart.

Shep, Bill and Cary laugh at this. Cary consults his pocket watch.

				CARY
		Well, cheerio, fellas. I'm off. 

Bill waves goodbye. Cary eats a last olive, tosses the toothpick and heads for 
the front door.
			
				CARY
		See ya later.

Cary exits as Nikki's voice drifts in from:

THE OPEN BEDROOM DOORWAY

				NIKKI (o.s.)
		What are the plans for the day?

Shep, drink in hand, enters and leans on the wall outside the door.

				SHEP
		Well, on account of it's raining and 
		everything, we thought we'd go over 
		to the Cluny and play billiards and 
		drink beer.

				NIKKI (o.s.)
		How about Cary?

				SHEP
		Went to get his hat and coat. He's 
		going to Père Lachaise.

				NIKKI (o.s.)
		Père Lachaise? What's Père Lachaise?

				SHEP
		A cemetery. How 'bout you coming 
		with us?

				NIKKI (o.s.)
		No. I'm going with Cary.

				SHEP
			(concerned)
		You've been invited?

Nikki appears in the doorway, dressed to go out.

				NIKKI
		Do you think Cary might object?

				SHEP
		Well, I have an idea he'd like to be 
		alone.

				NIKKI
		Why alone?

				SHEP
		Well, Cary likes to be alone. He's 
		as brittle as a breadstick. One 
		silly crack from you and he might 
		break up in sections.

				NIKKI
			(thinks about this)
		Well, then, I don't think he should 
		be left alone. 
			(beat) 
		Tell me, what's Cary doing in Paris?

				SHEP
		What are we all doing in Paris?

				NIKKI
		I know. But why doesn't he go home?

				SHEP
		Well, he's not ready to go home. 
		What could he do if he went home? 
		Have people cry over his hands?

				NIKKI
		Well, it seems - a pity to go on 
		like this. He's such a sweet soul.

				SHEP
		One of the best.

				NIKKI
		Isn't he just sort of wasting 
		himself?

				SHEP
		On the contrary. He's trying awfully 
		hard to get hold of himself. 

Lost in thought, Nikki moves off and a worried Shep follows her to:

THE FRONT DOOR
Shep stops Nikki from leaving. She's a little downcast as he admonishes her:

				SHEP
		Now, listen. If you tag along, for 
		heaven's sake, be careful what you 
		say. Don't start getting sorry for 
		him and don't cry over him. 
			(with a chuckle)
		And, above all, don't make any 
		unfortunate remarks, hear?

				NIKKI
			(earnest)
		Oh, I won't. Why, who ever heard of 
		such a thing?

Nikki opens the front door and exits into:

THE HALLWAY
where Cary -- carrying coat, hat and cane -- emerges from a suite across the 
hall from Nikki's and heads for the elevator. He stops when he hears Nikki 
calling to him. She runs to join him.

				NIKKI
		Cary?! Cary? I'm coming with you. 

Without waiting for a reply, she starts for the elevator, then stops to look 
down at her shoes.

				NIKKI
		Oooh! 
			(to Cary)
		Ooh, wait for Nikki!

She leaves him and runs back to:

THE FRONT DOOR
of her suite where Shep still stands. He watches with surprise as Nikki runs 
in.

				NIKKI
			(calls back to Cary)
		Wait for Nikki!

Puzzled, Shep follows Nikki who rushes to:

HER BEDROOM CLOSET
Nikki draws the curtain to reveal her enormous collection of dresses and 
shoes. Shep, drink in hand, wanders in slowly and leans against the doorjamb 
as he watches Nikki pull off one pair of shoes and put on a seemingly 
identical pair of red ones.

				SHEP
		What are you changing your shoes 
		for?

				NIKKI
		On account of I can walk faster in 
		red shoes.

Shep watches her hop and scurry off.

					FADE OUT

FADE IN

EXT. AVENUE CASIMIR-PERIER - LATER THAT DAY
Passerbys carry umbrellas on this rainy day. A taxi cab pulls up to a sidewalk 
café -- LA REGENCE, according to the awning that covers the little iron 
tables. Cary emerges from the cab and pays off the driver as Nikki hurries 
under the awning. Cary joins her and, after a word to the driver ("Restez 
ici."), looks at the rain.

				CARY
			(to Nikki)
		Perhaps we'd better stay here a 
		while till it clears up.

				NIKKI
		Could we sit down here, do you 
		suppose?

				CARY
		I think so. Would you like something 
		to drink?

They move toward the café. As Cary hangs up his hat, a waiter arrives.

				NIKKI
		What should I drink now, do you 
		suppose?

Cary orders the drinks as Nikki moves to sit at a table.

				CARY
			(to the waiter)
		Deux picon citrons.

The waiter acknowledges this and heads inside, calling out the order to his 
bartender. Cary joins Nikki at the table and sits down. She removes her gloves 
and fixes her face while he takes out a cigarette and lights it under the 
following:

				NIKKI
		Picon citrons?

				CARY
		Very refreshing. Make you laugh and 
		play.

				NIKKI
			(amused) 
		That's what you always promise. 
			(suddenly serious) 
		Cary, why does Shep Lambert go on 
		drinking so desperately?

				CARY
		Don't we all?

				NIKKI
		Not like Shep.

				CARY
		Well, Shep has that tic under his 
		eye, you know. Takes a lot of drinks 
		to keep that quiet.

				NIKKI
		But isn't there some kind of 
		treatment or something?

				CARY
		Shep could never stand a long course 
		of treatment. Drinking's the only 
		corrective so far as he's concerned. 
		He's found out the tic doesn't work 
		when he's tight. So he stays tight.

The waiter arrives with the drinks. As he spritzes seltzer water into their 
glasses, Cary leans over to light a cigarette for Nikki. The waiter leaves and 
they drink.

				NIKKI
		Seems such a pity. How did he get 
		the tic?

				CARY
		In the war.

				NIKKI
		I know. But how?

				CARY
		Well, it's not very romantic.

				NIKKI
		Well, don't tell me if you don't 
		want to.

				CARY
		Well, you see, a tic is a nervous 
		habit.

				NIKKI
		Yes?

				CARY
		Lice under his bandages.

				NIKKI
		Oh.

				CARY
		He had the devil of a time. He 
		nearly lost his mind. So you'll have 
		to excuse him a little. 

				NIKKI
		I'm so sorry for Shep.

				CARY
		Well, don't let him know it.

				NIKKI
		Well, isn't he going home? Not ever?

				CARY
		Not ever. Not in his dark glasses 
		anyway.

				NIKKI
		Can't something be done for him?

				CARY
		He'll have to be - reborn.

				NIKKI
		How's he going to end?

				CARY
		Well, how are you going to end? How 
		am I going to end? How is ANYONE 
		going to end? How's your picon 
		citron go?

				NIKKI
		It goes fine. But doesn't ANYTHING 
		make any difference to you?

				CARY
		Not now. A long time ago, perhaps, 
		when I was a little boy.

				NIKKI
		Tell me, where were you little?

				CARY
		In Minnesota. On a farm.

				NIKKI
		Were you happy then, Cary?

				CARY
		I think so.

				NIKKI
		Tell me, what WAS there to be happy 
		about on a farm in Minnesota?

				CARY
			(lost in thought)
		Ohhh, thorn-apple trees in blossom. 
		The smell of burning leaves in the 
		fall. The sound of horses' hoofs on 
		the road. 
			(looks at Nikki)
		Did you ever dig up an Indian mound 
		or uncover a nest of baby field 
		mice? Or explore old trunks in an 
		attic? Listen to the moaning of the 
		telephone wires in the winter wind? 
		See a gypsy caravan?

				NIKKI
			(enthralled)
		So THAT'S why you were happy. On 
		account of apple blossoms and field 
		mice and telephone wires and gypsy 
		caravans and old trunks and things?

				CARY
		That's right.

Nikki exhales, drinks, looks at Cary and shakes her head.

				NIKKI
		But aren't you going back? Not ever?

				CARY
		Would you like another picon citron 
		before you go? The rain is lifting.

Nikki finishes the last of her drink.

				NIKKI
		No. I'm ready now.

Cary leaves some money, Nikki gathers her things. They rise and walk off.

					DISSOLVE TO:

EXT. CEMETERY - LATE THAT AFTERNOON
Cary and Nikki stroll into view, arm in arm, and look around. The rain has 
stopped. They are the only living people in the ancient cemetery.

				NIKKI
		Who all is buried here?

				CARY
		Oh, poets, painters, philosophers--

				NIKKI
		Cocoanut?

				CARY
		No cocoanut. Poets, painters, 
		philosophers, musicians. 

They've paused. Cary looks around, points with his cane.

				CARY
		There's Chopin.

				NIKKI
		Oh, I practiced him.

He gives her a look and they move on.

				CARY
		And there's Balzac. And there's 
		Héloïse and Abélard.

				NIKKI
		Oh, tell me about Abélise and 
		Éloard.

				CARY
		No, Nikki. Not Abélise and Éloard. 
		Héloïse and Abélard.

				NIKKI
		I'm sorry. I really didn't do it on 
		purpose. It was on account of the 
		picon citron. Tell me about Héloïse 
		and Abélard.

				CARY
		Well, they're buried here in the 
		same sepulchre side by side.

				NIKKI
		Why are they buried side by side?

They stop.

				CARY
		They were the world's most famous 
		lovers. 
			(looks off, points 
			with his cane)
		There's the tomb.

They approach the large tomb which is fenced off by a low iron gate. Cary 
removes his hat, Nikki peers at the double sepulchre through her lorgnette.

				NIKKI
		Tell me about the world's most 
		famous lovers.

				CARY
		Well, Abélard was a scholastic 
		philosopher--

				NIKKI
		Whatever that is.

				CARY
		Whatever that is. He gained a 
		footing in a certain household as 
		tutor to a maiden called Héloïse. 
		And employed his unlimited 
		opportunities for the purpose of-- 
		Well, betrayal. Not, however, 
		unmixed with real love. He carried 
		her off to Brittany.

				NIKKI
		Tell me more.

				CARY
		Well, her uncle was furious. He 
		blamed Abélard for the whole thing. 
		He conceived a terrible revenge.

				NIKKI
			(uneasy)
		I'm afraid for Abélard.

				CARY
		He broke into Abélard's apartment 
		one night and perpetrated upon him 
		the most brutal punishment.

				NIKKI
		Oh, dear.

				CARY
		The lovers were forced to live 
		their lives apart. But when they 
		died, they were buried here side by 
		side. 
			(peers down at 
			the ground)
		There's a story that little heart-
		shaped stones are supposed to grow 
		around the tomb.

				NIKKI
		Heart-shaped stones?

				CARY
		And lovers come and find them and 
		exchange them with each other. 
			(looks at Nikki)
		And, so long as you keep the stone 
		from the tomb of Héloïse and Abélard, 
		no harm can come to your true love.

				NIKKI
		How perfectly beautiful.

				CARY
		Isn't that a quaint legend?

They crouch at the iron bars of the gate surrounding the tomb and take off 
their gloves under the following:

				NIKKI
		Do you think I might find a heart-
		shaped stone? You help me, Cary.

				CARY
		All right, Nikki. Only we have to 
		leave soon. 
			(looks off)
		They close up the place.

				NIKKI
		Just as soon as we find our stones.

They reach through the gate to poke at the rocks and gravel surrounding the 
tomb. After a moment, Nikki rises and walks off excitedly with a stone in her 
hand.

				NIKKI
		I found one! Where's yours?

Cary, too, finds a stone and rises to join her.

NIKKI AND CARY'S HANDS
as the couple sits near the tomb. They show each other the stones in their 
upturned hands. Nikki takes the heart-shaped stone from her palm and places it 
in Cary's stiff, weathered hand. Then she transfers his stone to her hand.

				NIKKI
		And, now, you take mine. And I'll 
		take yours. 

They close their hands over the stones as we PULL BACK to a WIDER VIEW of 
Nikki and Cary smiling at one another.

				NIKKI
		Isn't that the way the story goes?

				CARY
		That's right, Nikki.

				NIKKI
		And, now, no harm can come to our 
		true love.

				CARY
			(amused)
		And, now, we'll have to go.

He starts to rise but she puts a hand on his arm.

				NIKKI
		You were so nice to let me come 
		with you. I spoiled your whole day. 
		You were going to do something else, 
		weren't you?

				CARY
			(looks away)
		Doesn't matter.

				NIKKI
		Well, what was it, Cary? Why did you 
		come here today?

				CARY
			(not looking at her)
		To pay my respects to an old comrade.

				NIKKI
		Oh. And you wanted to be alone. I'm 
		sorry. Oh, I'm so sorry. 
			(begins to weep softly) 
		Don't pay any attention to me, Cary. 
		I can't help it. You MAKE me cry. 

He stares at her, astonished, as she rambles on.

				NIKKI
		Oh, don't look so troubled, Cary. 
		I'm all right. I just want to cry 
		for a minute. 
			(puts a hand on 
			his shoulder)
		On account of you're so nice. You're 
		so clean, Cary. And your teeth are 
		so white. You're so civilized. You 
		don't care about anything any more, 
		nor anybody. Nothing makes any 
		difference to you. Nothing can 
		touch you. 
			(realizes)
		Why, you're lost. You're ALL lost. 
		You and Shep and the rest of you. 
			(takes his hand)
		Oh, I want to do something for you. 
		I want to help you. 
			(looks at his wrist)
		Let me wash your bracelet, Cary. 
			(points)
		Why, see? The silver's all 
		tarnished. The silver's all 
		tarnished. 
			(removes his bracelet)
		I'll take it with me and scrub it 
		when I get home. I'll polish it 
		with my nail-brush.

Nikki turns to put the bracelet in her purse. Thoroughly unnerved by this 
emotional outburst, Cary looks around.

				CARY
		It's getting dark.

Cary rises, deeply uncomfortable. Nikki tries to make amends.

				NIKKI
		Well ... 
			(rises, cheerily)
		Anyway, we found a name for my 
		turtles!

Cary turns and looks at her, amazed.

				CARY
		Héloïse and Abélard? A name for 
		your turtles? So that's what you 
		were looking for. I might have 
		known how it would end.

He looks down at the heart-shaped stone held awkwardly in his stiff hand. His 
thumb brushes the stone and it falls to the ground.

						DISSOLVE TO:

INT. NIKKI'S BEDROOM - THAT NIGHT
Nikki sits, soberly polishing Cary's bracelet with her nail brush. Shep 
enters, drink in hand.

				SHEP
		Hi, Nik.

She looks at Shep forlornly.

				NIKKI
			(sadly) 
		Hello.

Shep walks over and confronts her.

				SHEP
		Cary's in a state. Says he's going 
		away. Can't stand it any longer and 
		all that sort of thing. 
			(sits on the bed)
		What happened between you two, 
		anyway?

				NIKKI
		Cary seemed so sad and everything -- 
		on account of I'd taken up his whole 
		afternoon. 
			(sighs)
		So little Nikki said, all merry and 
		bright, "Well, anyway, we'd found a 
		name for my turtles."

				SHEP
		A name for the turtles? 

Shep cracks up with laughter and falls backward on the bed, his head dangling 
over the edge.
 
				SHEP
		That's funny! 

Shep keeps laughing, twists around on the bed and sits up again.

				SHEP
		Name for the turtles! That's so 
		funny, all right! 

Shep holds a hand to his head and catches his breath as Nikki joins him on the 
bed.

				SHEP 
		Why do you always HAVE to be funny 
		at the wrong time? Didn't I tell you 
		Cary was brittle? How did he respond 
		to THAT line?

				NIKKI
			(morosely) 
		Pulled down the iron curtain.

Shep cracks up again. Worried, Nikki tugs at his sleeve.

				NIKKI
		Did he say he was going away?

				SHEP
			(through his laughter) 
		Yup. Gotta get away from it all.

				NIKKI
		Then, you've got to go to him right 
		now! 

Nikki rises and urgently pulls Shep, helpless with laughter, to his feet.

				NIKKI
		And explain that I didn't mean 
		it! Tell him how it was and 
		everything!

				SHEP
		Listen--

				NIKKI
		No, go on. You go right now before 
		it's too late!

She pushes him toward the door.

				SHEP
		But Nikki--!

				NIKKI
		You go right straight to Cary.

They exit.

					DISSOLVE TO:

INT. CARY'S ROOM - LATER
Cary removes clothes from a rack as a now serious Shep, drink in hand, stands 
nearby trying to reason with him.

				SHEP
		Now, listen, Cary, you don't have to 
		behave like an old Easter egg. 
		You're breaking Nikki's heart. She 
		doesn't know any better.

				CARY
		She doesn't know any better? Well, 
		whether she does or not, I'm going 
		a long ways away from Nikki. Nikki 
		and her turtles. 

				SHEP
		Whew! You sure are in an uproar. 
		What YOU need is a drink!

Cary packs a weathered suitcase.

				CARY
		I need more than a drink. I need a 
		lot of geography between me and that 
		girl.

				SHEP
		Where do you want to go?

				CARY
		Anywheres. So long as it's a long 
		way from Nikki. 
			(pauses, looks at Shep)
		You know -- that girl does things to 
		me. 
			(back to packing)
		I've got to get away.

				SHEP
		Well, I wonder what's happening in 
		Portugal tonight.

Cary stops packing and gives Shep a look.

				CARY
		Say ... 
			(thinks it over)
		I wonder what IS happening in 
		Portugal tonight.

Shep stares at Cary, astonished, and moves off. Cary sets his packed suitcase 
upright.

					DISSOLVE TO:

INT. NIKKI'S SUITE - LATE THAT NIGHT
Bill and Shep set a large steamer trunk upright.

				BILL AND SHEP
		Heave ho!

Bill opens the trunk.

				BILL
		Ah! There you go.

Nikki appears, carrying a suitcase.

				NIKKI
		If Cary's going to Portugal, why 
		can't we go to Portugal, too? Ain't 
		we got any rights?

				BILL
		Sure we got rights!

Getting organized for their own impromptu Portuguese expedition, Bill, Francis 
and Shep fill the trunk with Nikki's things as Frink leans on it, smoking a 
cigarette and eyeing Nikki coolly.

				SHEP
		Cary better not think he can screw 
		up in Portugal and leave old Shep 
		behind.

				FRINK
		Say, when's he leaving?

				SHEP
		Ten-thirty in the morning. Sud 
		Express.

				NIKKI
		Don't we have to have passports and 
		things?

				SHEP
		Sure we gotta have passports!

Bill joins Nikki.

				BILL
		What kind passports you like?

				NIKKI
		What kind passports you got?

				BILL
		We have ebony, cocoanut, 
		thornberry passports.

				NIKKI
			(grandly)
		I'll take vanilla.

She brushes past him and crosses to a table where she is joined by Frink.

				FRINK
		Good night, Nikki. I'll see you on 
		the train.

				NIKKI
		You're goin', too?

				FRINK
		Why not? 
			(with a sly smile)
		I might, uh, pick up a couple of 
		features for my paper - in 
		Portugal.

Frink walks out the door. Nikki sighs a little and then busies herself with 
carrying items the trunk. Shep arrives with a selection of dresses as the 
group crowds together. Chaotic overlapping dialogue:

				SHEP
		Nikki, do you want --?

				NIKKI
		Did you put all my shoes in?

				BILL
		You bet. There they are--

				SHEP
		I don't know how you're going to get 
		all these dresses in, Nikki.

From the trunk, we

					DISSOLVE TO:

INT. NIKKI'S SUITE - NEXT MORNING
A mountain of trunks and other luggage piled on the floor. Nikki sits down 
near Shep who finishes packing a suitcase on the floor.

				NIKKI
		Don't we have to go like anything? 
		The train leaves in twenty minutes.

Francis leans casually on the towering pile of luggage. Bill stands next to 
him, smoking a cigarette and calling ironically to Nikki:

				BILL
		Are you SURE you have everything?

				NIKKI
			(misses the irony)
		I - I think so.

Francis clicks his tongue as he regards the pile.

				FRANCIS
			(dryly)
		Hardly seems enough.

Suddenly, Nikki gasps and rises.

				NIKKI
		Oh, my turtles! My turtles!

THE TURTLES
are plucked from the tub and placed in ...

... A BASKET
by Nikki's little Asian maid. The fancy beribboned wicker basket has an 
oversized handle which makes it a rather improbable turtle carrier. Bill 
secures a wire mesh covering over the basket and carries it out of the 
bathroom, handing it grandly to Francis. 

				BILL
		Here you are, Francis! You're the 
		custodian of the turtles! Now don't 
		fall down on the job.

Bill walks off. Francis calls after him, worried:

				FRANCIS
		Hey! I never tended turtles before.

Nikki arrives with a bottle of water and soaks her hand.

				NIKKI
		Now, all you have to do - 

She gives Francis the bottle and sprinkles the turtles with water from her wet 
hand. 

				NIKKI
		- is to sprinkle 'em now and then, like 
		this.

				FRANCIS
		Oh, yeah. I see.

Some of the water ends up in Francis' eye which he wipes with the basket's 
ribbon. Nikki walks off and Francis practices soaking his hand and sprinkling 
the turtles.

IN THE BEDROOM
Five bellhops march in and, under the direction of Nikki and the men, proceed 
to carry off the luggage, chattering in French.

				NIKKI
		Well, we're off. 
			(to a bellhop, 
			about the trunk)
		Be careful of that one.

Burdened with luggage, the bellhops file out through the suite. Bill, suitcase 
in hand, follows them out, beckoning to Francis behind him.

				BILL
		Uh, come on, Francis! Take those 
		turtles!

Francis hurries along carrying the basket, followed by Shep and Nikki.

					FADE OUT

FADE IN

EXT. TRAIN STATION - LATER THAT MORNING
A whistle BLOWS. Their luggage already aboard, Francis, Nikki, Shep and Bill 
walk down the platform, parallel to the train. Bill claps his hands 
exuberantly.

				BILL
		There she is, boys! The Sud Express!

				SHEP
		Can you imagine Cary tryin' to run 
		away and leave us behind?

Bill laughs. Nikki peers at the train through her lorgnette.

				NIKKI
		Do you suppose he's really gonna 
		be here?

				BILL
		Sure he'll be here. He's never 
		missed a train in his life.

				FRANCIS
		Say, do you suppose the turtles'll 
		be all right with that porter?

Bill gives Francis a supportive pat on the back.

				BILL
		Aw, sure they'll be all right. All 
		you got to do is -
			(gestures with his hand)
		- sprinkle 'em!

Francis nods soberly. Bill laughs. Nikki points, excited.

				NIKKI
		There he is!

FARTHER DOWN THE PLATFORM
Cary buys a paper from a newsboy and steps onto his train.

				BILL (o.s.)
		Say, Cary!

On the train steps, Cary stops and turns as his friends arrive and gather 
around him, grinning.

				NIKKI
		Hello, Cary.

				CARY
			(surprised)
		Well, hello. What are you all doing 
		down here?

				BILL
		We just came down to see you off is 
		all.

				CARY
		Well, that's darn decent of you.

				FRANCIS
		Ya got a nice seat?

				CARY
		Yeah, right by a window.

				NIKKI
		Oh, how nice for you!

				BILL
			(with childlike desire)
		Come on! Show us your seat by the 
		window!

				SHEP
			(cheerful, insistent)
		Yeah, come on, Cary! We wanna SEE 
		that seat by the window.

Climbing the steps, Bill and Shep crowd a confused Cary and force him into the 
train. Following the others, Francis helps Nikki up the steps.

				FRANCIS
		Come on, Nikki.

They all board the train and head for:

INT. CARY'S COMPARTMENT - A MOMENT LATER
The group crowds into the small compartment.

				BILL
		My, my, what a swell train.

				SHEP
		Sud Express, Train de Luxe. Say, 
		I wonder if a chap can get a drink 
		on this train.

				BILL
		Sure! I don't see why not. Push the 
		button.

Bill pushes a button for the porter.

				CARY
			(flustered)
		Well, I'm afraid you won't have time 
		for a drink. We're gonna start in a 
		minute. You'll have to get off.

Everyone but Cary grabs a seat. Astonished, Cary stares at each as they speak: 

				BILL
		Get off?! Gosh, no. We LIKE this 
		train!

				FRANCIS
		This is a Train de Luxe.

				SHEP
		Yes, we like trains de luxe, don't we, 
		Nikki?

				NIKKI
		Sure! Trains de luxe is what we like.

The whistle BLOWS. Cary panics.

				CARY
		Hey! He's blowing the whistle. 
			(grabs Shep's shoulder)
		Hey, we're gonna start.

				SHEP
		Well, let her start.

The trains starts. Bill jauntily throws his hat up to the luggage rack above 
and the others settle in for their journey.

				BILL
		Let 'er go Gallagher. Who cares?!

				FRANCIS
		Who cares?!

				SHEP
		Who cares?!

				NIKKI
		Who cares?!

Frink enters casually.

				FRINK
		Hello, everybody.

Cary is stunned. Frink sits down with the others.

				CARY
		And you, too?

				FRINK
		That's right.

The group takes in the train's departure with perfect composure. Cary stands 
and looks at them for a moment before breaking into a understanding grin.

				CARY
		That's right. Who cares?

Cary sits. As the train hurtles out of the now empty station, Nikki suddenly 
turns to the window and waves goodbye to no one at all:

				NIKKI
		Goodbye! Goodbye! Don't forget to 
		write!

Shep, Bill and Francis quickly join in, waving and shouting goodbye, much to 
Cary's amusement. Even Frink manages a smile at this.

					DISSOLVE TO:

THE TRAIN'S WHEELS
racing down the track.

					DISSOLVE TO:

INT. CARY'S COMPARTMENT - IN THE HEAT OF THE EVENING
The compartment doorway. We hear the men laughing. Bill -- drink in hand, his 
necktie loosened and his coat off -- appears in the doorway, coming from the 
train's corridor.

				BILL
		Hi, men! Look what I found.

With a grand gesture, Bill presents an elderly British gentleman who follows 
him into the little room, greeted with a cheer of "Hooray!" from the men who 
sit around, similarly coatless (save Frink), smoking and drinking. 

Various bottles stand on a central table. The old gentleman is greeted warmly 
but it's never clear whether he is an old friend or a total stranger.

				SHEP
		Come in.

				FRANCIS
		Sit down.

				CARY
		Have a drink.

				GENTLEMAN
		Ah, thank you, no, not I. 

Bill and the old gentleman sit down. Nikki dozes in her seat by the window. 
The basket of turtles hangs from above.

				GENTLEMAN
		I - I say, are you all going to 
		Portugal?

				SHEP
		Yup. We're going down there to 
		investigate conditions.

				GENTLEMAN
		Investigate conditions?

				BILL
		Drinking conditions, mostly.

				SHEP
		By the way, what ARE conditions?

				GENTLEMAN
		Don't you know what conditions are?

				SHEP
		No. Never saw one in my life.

				BILL
		The drinking conditions are pretty 
		bad right here.

				GENTLEMAN
			(chuckles skeptically,
			glancing at the bottles)
		Ahh, indeed.

				BILL
		My beer's full of cinders.

				CARY
		Good for ya. Make ya lay hard-shelled 
		eggs.

The men laugh. A whistle BLOWS. The conductor appears briefly in the doorway 
to announce in French that the mademoiselle's compartment is ready.

				CARY
		Nikki? The man says your 
		compartment's ready.

Nikki wakes, rises, and clutching her pillow, heads for the doorway.

				NIKKI
		I'm glad -- on account of it's been 
		so hot and I'm so tired and I want 
		to go to bed.

				SHEP
		Going to bed? Who ever heard of such 
		a thing?

Bill rises to confer with her at the door.

				BILL
		Can we help you undress?

				NIKKI
		No, thank you, William.

The old gentleman looks rather astonished at this casual exchange.

				FRANCIS
		Take off your shoes? 

				SHEP
		Undo your hair?

				BILL
		Scrub your back or something?

				NIKKI
		No, I can manage quite well by 
		myself. Good night, everybody.

The men say, "Good night." Frink, who has been watching Nikki with a predatory 
eye, is the most polite:

				FRINK
		Good night, Nikki.

Nikki turns and disappears down the corridor. The old gentleman mops his brow 
with a handkerchief and stuffs it in his collar.

				CARY
		Can you imagine that ungrateful old 
		trollop? She wouldn't let them help 
		her undress.

				GENTLEMAN
		Can't understand it at all.

				CARY
		You know, she's not very pretty. But 
		when she was a little girl, her 
		mother always said she had the nicest 
		hair-ribbons.

				GENTLEMAN
		Indeed?

				CARY
		She got one tooth turned around, she 
		can't see very far, and she's ALWAYS 
		speaking out of turn. Otherwise, 
		she's a mighty fine piece of 
		architecture.

				GENTLEMAN
		Mm, seems to need a few repairs.

During the next exchange, Frink, seated by the door, grins at Bill and Shep, 
then notices Francis dozing off. Frink cautiously rises and exits into the 
corridor without anyone noticing his departure.

				SHEP
		She's got eyes like an Assyrian 
		Queen's got eyes.

				BILL
		You ain't never seen no Assyrian 
		Queen! You're just a-makin' that up 
		outta yore own head!

				SHEP
		I did SO see an Assyrian Queen.

				CARY
		In whose green hat?

				SHEP
		In the Metropolitan Museum's green 
		hat, that's whose green hat.

Francis' pocket watch CHIMES. He wakes, rises, puts on his hat and moves 
absently toward the door. Seeing this, Shep, Bill and Cary shout at him: 
"Whoa!" Francis pauses in the doorway and sleepily turns to the others.

				CARY
		Hold on there! Where you goin'?

				SHEP
		You're not going anywhere. You're on 
		a train.

				FRANCIS
		Sorry.

				SHEP
		You go back to your turtles, hear? 
		You've been neglecting your 
		assignment.

Francis moves to the hanging basket of turtles, takes off his hat and, bottle 
in hand, wets his fingers and sprinkles the turtles. Curious, the old 
gentleman rises to join him. Francis explains as he works:

				FRANCIS
		I have to sprinkle the turtles, see?

				GENTLEMAN
		Sprinkle the turtles?

				FRANCIS
		Sure. 

The old gentleman nods and clicks his tongue with understanding.

				FRANCIS
		Cool 'em off. 

				GENTLEMAN
		Hm?

				FRANCIS
		Turtles get feverish on trains.

				GENTLEMAN
		Ahh! Uh huh.

A woman's SCREAM drifts in from the corridor.

				NIKKI'S VOICE
		Cary!

				FRANCIS
		What's that?

				GENTLEMAN
		Hm?

The men hear Nikki SCREAMING. 

				CARY
		Nikki!

Francis, Cary, Bill and Shep -- in that order -- scramble out the door,
leaving the old gentleman behind.

				NIKKI'S VOICE
		Cary! Bill! Shep!
 
The men rush down the corridor to:

INT. NIKKI'S COMPARTMENT - A MOMENT LATER
Frink grapples with a half-dressed Nikki, his lips pressed to her neck as she 
struggles to free herself from his grasp.

				NIKKI
		Cary!

Energized by Nikki's peril, Francis bursts in and pulls Frink away from her.

				FRANCIS
		Say! 

Nikki grabs a wrap from the turned-down bed and covers herself as Frink pushes 
Francis hard into a nearby wall, knocking him to the floor.

				FRINK
		Get out of here!

Frink turns back to a defiant Nikki as Cary enters and sees a dazed Francis 
slumped against the wall, clutching his head. Cary grabs Frink's shoulder and 
spins him around.

				CARY
		Say, what's the idea?

				FRINK
		What's the idea? Well, what business 
		is that of yours?

By now, Bill and Shep have entered and joined the tense confrontation.

				CARY
		Nikki, you all right? What is this 
		tough trying to do to you anyway?

				NIKKI
		Well, I was just going to bed and he 
		came in and flang himself all over 
		me.

				CARY
		Frink, you'd better get out of here 
		right away before something happens 
		to you.

				FRINK
		What right have you to tell me to 
		get out of here? This isn't your 
		compartment, is it?

				CARY
		Oh, I see. You wanna argue about it. 
		If you don't clear out of here right 
		now, you're liable to get hurt.

				FRINK
		All right. Suppose you put me out.

				BILL
			(savagely)
		Put him out? I'll snap his spine and 
		throw him off the train!

Cary rolls his eyes at this remark and wisely holds Bill back.

				CARY
		Hold everything, Bill!

Distraught, Nikki sinks down on a chair.

				NIKKI
		Oh, dear, does everybody have to act 
		like this?

Frink turns to her in protest.

				FRINK
		I'm not gonna let these silly drunks 
		tell ME where to get off.

				SHEP
		Silly drunks?!

				CARY
		Silly drunks, did you say?

				FRINK
		Yes. And that goes for the whole 
		bunch of you.

				BILL
		Let me have him.

				CARY
			(to Bill)
		Wait a minute. I'll take care of 
		him.

				FRINK
		You will, eh?

Frink starts to strong-arm Cary. Cary punches Frink in the jaw, knocking him 
onto the bed.

				SHEP
		Socko!

As Frink slumps down to floor and leans against the bed, half-conscious, 
Francis rises and watches the proceedings with a hand on his head.

				NIKKI
		Oh, dear!

Cary, fist still tightly clenched, stands over the dazed Frink as Bill 
brightens considerably and wipes his hands with delight.

				BILL
		Mm! Now, ain't that nice? Have you 
		ever seen anything so cute?

Francis exits uncertainly.

				CARY
		Will you be all right now, Nikki?

				NIKKI
			(unsure)
		Uh huh.

				CARY
			(to Bill and Shep)
		Grab hold of that fella and drag him 
		out of here.

Cary exits. Bill and Shep haul Frink to his feet.

				BILL
		Come to papa.

Nikki watches Bill and Shep lead Frink out the door.

					CUT TO:

INT. CARY'S COMPARTMENT - A MOMENT LATER
Francis sits by the window, rubbing his head. Cary arrives and sits down next 
to him. Cary takes Francis' water bottle and hands it to him.

				CARY
		Here, Francis. Do your stuff.

Bill and Shep carry Frink in and dump him on the seat opposite Francis. Bill 
walks off, wiping his hands happily. The others are grim, furious at Frink for 
his actions. Shep watches a disgusted Francis soak his hand and sprinkle Frink 
as if he were one of Nikki's turtles. Frink snaps out of his daze.

				CARY
		Frink, don't you know better than 
		to try a stunt like that?

				FRINK
		Oh, I - I lost my head over the 
		girl is all. I'm sorry. I apologize.

				CARY
		Well, you apologize to Nikki in the 
		morning. And don't you ever get out 
		of line again. The next time, it 
		might be different.

Francis pointedly sprinkles Frink one last time. They give each other a dark 
look. Francis fingers the neck of the water bottle as if he were going to use 
it to smash Frink in the face. As they glare ominously at one another, we

					FADE OUT

FADE IN
EXT. LISBON, PORTUGAL - DAY
Crowded city street. A superimposed title reads: LISBON

					DISSOLVE TO:

LISBON NIGHT MONTAGE
Cocktail shaker in the hands of an expert who shakes it rhythmically as 
appropriate Latin MUSIC begins. This DISSOLVES TO a kaleidoscopic VIEW of our 
protagonists enjoying the night life: Nikki's image dominates at the center, 
surrounded by images of the men in dinner clothes. Everyone drinks, except 
Frink who smokes a cigarette and stares, desirous and snakelike, presumably at 
Nikki. 

DISSOLVE TO Nikki and her war birds (minus Frink) seated at a bar in an 
otherwise empty club late at night, wearing goofy party hats. They swallow a 
last drink and start to leave -- laughing, talking, merrily blowing little 
party horns, taking a bottle or two with them, and waving to an unseen 
bartender as they go. Someone says, "Good night." We TRACK IN for a closer 
look at the bar, covered with many empty glasses.

And the music and the montage end.

					DISSOLVE TO:

INT. CARY AND SHEP'S HOTEL ROOM - DAY
Cary, wearing a robe, sees Shep still asleep in bed. Cary puts on a party hat, 
sits on the edge of his own bed opposite Shep's, picks up a party horn and 
blows into it, hard. The horn SQUEALS horribly. Shep wakes with a start and 
sits up in bed, completely unnerved. Cary laughs at him and, with his clenched 
hands, picks up a bottle.

				CARY
		Wake up, ya big sissy. 
			(pours a drink)
		Here, drink this. It'll make you 
		laugh and play like any old thing.

Shep groans and sighs as Cary hands him a glass with his fists. 

				SHEP
		Say, Cary, what day is this?

				CARY
		It's Wednesday.

				SHEP
		Wednesday? Wednesday what?

				CARY
		The twentieth.

				SHEP
		What month, I mean?

				CARY
		You mean to say you don't know what 
		month this is? 

				SHEP
		I knew once but I forgot.

				CARY
		Well, it's June. The merry month of 
		June.

				SHEP
		June? Say, maybe I better get up. 

Cary looks at Shep, amused.

				SHEP
		What town are we in?

				CARY
		You're in Lisbon, Portugal.

				SHEP
		Lisbon. That's where I thought it 
		was. I just wanted to check up is 
		all.

				CARY
			(a little concerned)
		Say, what's the matter with you, 
		Shep? Don't you really know where 
		you are or what day it is?

				SHEP
		I kind of lose track of things.

				CARY
		Say, this is getting serious.

Cary lets the goofy hat fall off his head into his hand and sets it aside.

				SHEP
		Serious? Is anything serious any 
		more?

				CARY
		Well, it's serious when you don't 
		know where you're at. What's gonna 
		become of you?

By now, Shep has polished off his drink. He sets down the empty glass.

				SHEP
		Oh, I'll be all right when I've had 
		a couple of drinks. Say, what town 
		did you say this was?

				CARY
		I just told you, Lisbon. Come on, 
		now, pull yourself together, Shep. 
		We gotta get organized for the 
		bull-fight.

Shep, excited, gets out from under the bedcovers.

				SHEP
			(like a little kid)
		Bull-fight? Are we going to a 
		bull-fight?

				CARY
		Sure. A Portuguese bull-fight.

				SHEP
		Is that guy Frink coming along?

				CARY
		'Fraid so.

				SHEP
		Gee, isn't there any way we can get 
		rid of that guy? 

				CARY
		Somebody'll have to shoot him.

Shep rises and walks off.

				SHEP
		Not a bad idea at that.

Cary watches him go and blows his party horn, wryly.

					DISSOLVE TO:

EXT. ARENA - DAY
A bugler blows his own horn, grandly, while standing before colorful bull-
fight posters that read: CORRIDA DE TOUROS

A crowd files in under an arched entranceway. Our little group enters, dressed 
for a day at the fights.

				BILL
		Praca de Touros! 

And, sure enough, the words over a decorated archway read: PRACA DE TOUROS

				BILL
		I wonder if there's a bar inside or 
		anything.

A friendly, English-speaking Portuguese man named Pedro overhears this and 
joins them.

				PEDRO
		Sure, there IS a bar.

				SHEP
		Let's find the bar. We gotta get 
		organized for the bull-fight.

				PEDRO
		Right this way.

Pedro leads and they happily follow.

					DISSOLVE TO

INT. THE BAR - MINUTES LATER
Led by their guide, Pedro, the group files in and lines up at the bar. A tiny, 
extremely drunken old man is the only other customer.

				BILL
		Oh, boy! Lookit that bar, would ya?  
		Isn't that a beautiful thing? 

				CARY
		What are you all gonna have?

				SHEP
		Beer is what I want.

				BILL
		Beer.

				FRINK
		Beer.

				FRANCIS
		Beer.

				PEDRO
			(orders)
		Cinco cervejas.

				BARTENDER
		Cinco cervejas.

Nikki and Cary stand together at the bar.

				NIKKI
		I don't like beer.

				CARY
		Make you leap like a tuna.

				NIKKI
		Don't wanna leap like a tuna.

				CARY
		Make you bark like a fox.

				NIKKI
		Don't wanna bark like a fox.

				CARY
		Make you laugh and play.

				NIKKI
		That's what I wanna do! Laugh and 
		play!

				CARY
			(to the bartender)
		Hey! Vermouth!

Bill, glass raised, proposes a toast. On the wall behind him is the shadow of 
the drunken old man, standing in roughly the same pose.

				BILL
		Well, men, fire and fall back!

As Bill drinks, the old man's shadow wobbles forward. Bill hears the sound of 
liquid SPATTERING. He stops drinking and looks puzzled.

A stream of liquid pours down onto Bill's right foot, soaking his sock and shoe.

Bill turns to find the drunken old man leaning at an unsteady angle, the 
alcohol spilling steadily out of a glass in the man's hand and onto Bill's 
foot.

				BILL
		Hey! What's the idea?

The others, lined up at the bar, see this and laugh. The drunken old man 
brushes some lint off Bill's jacket as Bill shakes his pant leg, amused.

				BILL
		Well, I hope I don't catch a cold 
		in my left ear.

Band MUSIC plays. Cary looks up, concerned.

				CARY
		Hey, drink your drinks! We'll miss 
		the parade!

The group hurriedly finish and exit. Shep pays the tab. Bill, followed by the 
old man, shakes his pant leg and limps along after the others.

					CUT TO:

EXT. ARENA - MINUTES LATER
The crowd CHEERS and the band PLAYS as a parade of matadors, picadors and 
banderilleros enters the ring.

Led by their guide, Pedro, the group takes seats in the front row, back of the 
trenches. They have to sit close down so Nikki can see things. The drunken old 
man from the bar tags along behind Bill like a puppy dog and tries to sit next 
to him but Pedro pointedly directs him to a seat in the second row.

When Bill rises to cheer the parade, the drunken old man also rises and taps 
him affectionately on the shoulder. Bill turns and greets him pleasantly, 
shaking his hand.

				BILL
		Well! My old pal!

The old man tips his hat to Bill and sits. Bill shakes his pant leg and gives 
the old man a wry look before also sitting. 

IN THE RING
The parade ends. A matador throws his montera (his black woolen hat) into the 
crowd.

IN THE FRONT ROW
Cary catches the hat, much to the group's delight -- they shout "Hooray!" 
Immediately, a cape is hurled at Bill who drapes it over the railing before 
them. Cary offers the hat to Nikki.

				CARY
		Nikki, here's a present for you.

				NIKKI
		Oh, a hat!

				PEDRO
		Oh, señor, no, no, no -- you must 
		not keep the hat. You must put a 
		little present in it and return it 
		to the matador after the fight.

				CARY
		What kind of present?

				PEDRO
		Well, eh - a little jewelry. 
		Something you have like the chain or 
		the watch or the - the - the 
		cigarette case or the cuff links or 
		- or the--

				CARY
		Vanilla?

				PEDRO
		Yes! Vanilla!

A trumpet FANFARE. The crowd CHEERS. Bill points, excited.

				BILL
		Look! Here he comes!

IN THE RING
A bull charges into view. Bull-fighter and bull face off. The bull makes ten 
passes, faster and closer each time.

IN THE FRONT ROW
Bill sits next to Pedro.

				PEDRO
		Nice work! Good work.

				BILL
		What's so good about it?

				PEDRO
		He works close to the bull.

				BILL
		Is that so dangerous?

				PEDRO
		Sure, it's dangerous. Bull-fighting 
		is very dangerous. It takes a lot of 
		courage to go into the bull ring.

Bill scoffs and waves dismissively. Cary leans in with a query.

				CARY
		Is it true the bull is blind when he 
		charges?

				PEDRO
		He sees only the cape -- perhaps.

IN THE RING
Bull-fighter and bull continue their duel. Finally, the bull gets the 
advantage and others must rush in to distract the bull.

IN THE FRONT ROW
Bill is unimpressed.

				BILL
		Bet I could run that bull bow-legged. 
		You know, I should have BEEN a 
		bull-fighter.

				PEDRO
		You should have started at twelve 
		years of old.

				BILL
		I bet I could start right now.

				CARY
			(puts a hand on 
			Bill's shoulder)
		Sit still and behave yourself.

				PEDRO
		Bull-fighting is not for Americans.

				BILL
		You think we haven't got the nerve 
		or something?

				PEDRO
		Why, listen, bull-fighting is just 
		for us, the Latins.

				BILL
		He thinks we're a-scared!

				NIKKI
			(helpfully)
		He tackled a horse once.

				PEDRO
			(stares at Bill)
		Tackle a horse? 

Full of himself, Bill nods. 

				PEDRO
			(turns away; flatly)
		Is not the same!

Everyone suddenly stares in shock as:

IN THE RING
the bull knocks down the matador. Others rush in to distract the bull which 
runs wild, out of control.

IN THE FRONT ROW
Frink nudges Francis awake and points out the carnage in the ring. Francis 
glances at the spectacle briefly and then sleepily applauds. Frink gives him a 
look and nudges him to stop clapping. Francis simply goes back to sleep.

WILD BULL MONTAGE
The toreros try to control the bull but it refuses to cooperate. 

The crowd watches intently. Bill takes off his own hat and picks up the 
matador's cap that Cary had caught.

Toreros scramble and run for their lives. The bull chases them down, runs 
across the ring, forcing them to jump the barrera, the protective wooden 
barrier that circles the inside of the arena. 

Bill, now wearing the cap, can't resist leaning over and mocking a group of 
toreros who huddle in the callejon, the safe side of the barrier, just below 
him.

				BILL
		Nice work, Tony! Nice work, Joe!

The toreros look up at Bill in surprise. One of them responds in Portuguese 
with a gesture toward the ring, as if to ask "If it's so easy, why don't you 
try it?" The other toreros laugh.

Bill stares into the ring, a savage look in his eyes. He puts a leg up on the 
railing.

He jumps down into the ring.

				CARY'S VOICE
		Hey! 

Cary rises, stunned.

				CARY
		Bill! Come back here!

But it is too late. Bill's coat is already off and he waves it like a cape as 
he stalks after the bull.

The bull turns and sees him.

Bill moves toward it, waving his coat and grinning like a madman.

Shep is frozen. Beside him, Nikki screams and turns away.

The bull begins to charge.

Cary climbs over the railing.

The bull charges.

TRACK FAST TOWARD Bill who holds the coat before him -- big eyes, big grin.

The bull is on him. The bull roars.

Bill's face snaps backward in a blur, his coat follows. 

The bull gores him through his coat. His face twists in pain. 

CUT WIDE as the bull knocks Bill's body around the ring like a rag doll. He 
hits the ground hard. Screams from the crowd.

Four toreros rush in.

They surround and distract the bull. Bill lies motionless.

Cary runs across the ring.

More toreros and others rush in, surrounding the bull, finally leading away.

In the front row, Shep, Nikki, Francis, Frink and Pedro watch with concern as 
....

... toreros converge on Bill and try to move his body. Cary joins them.

				CARY
		Bill!

But Bill is unconscious. A torero says something to Cary in Portuguese. Cary 
and the others lift Bill.

				CARY
		Take it easy! Take it easy!

They carry Bill off.

					DISSOLVE TO:

INT. ARENA INFIRMARY - MINUTES LATER
A group of toreros straighten their gleaming spangled jackets and walk off to 
reveal Cary standing over a bloodied Bill and holding his hand as medical 
personnel prepare to operate. Bill lies flat on a table and smiles, amused 
with himself.

				BILL
		Cary? I slipped.

				CARY
		Too bad. You were doing fine.

				BILL
		Wasn't I, though? Heh. It's a cinch. 
		Bull-fighting? Just as easy-- 

Bill breaks off and raises his head to look at the doctor off screen.

				BILL
		Hey, Doc?! Be careful. What are you 
		doing? 

To distract him, Cary pulls out a handkerchief and mops Bill's brow which 
glistens with sweat.

				BILL
		You know why I slipped, Cary? 

				CARY
		No, Bill. Why?

				BILL
		On account of that beer in my shoe. 

Bill breaks off and raises himself up again.

				BILL
		Hey, Doc! 

Cary gently eases Bill's head back down.

				BILL
		Cary, that bull certainly was 
		hostile.

Pedro escorts Shep (in his dark eyeglasses again) and Nikki into the room. The 
doctor, in surgical gear, puts on gloves and looks annoyed by the intrusion.

				SHEP
		You hurt, Bill?

				NIKKI
		You all right, Bill?

				BILL
		Sure. I'm all right. I was a big 
		success.

The doctor has some sharp words for Pedro who acknowledges this and approaches 
the others:

				PEDRO
		He wants that we should go right 
		away.

Pedro exits.

				BILL
		I'm sure glad that I - I wore my new 
		blue shorts. I'll be a big success 
		in the hospital.

Nikki places a hand on his head.

				NIKKI
		I'll send you my turtles, Bill. And 
		THEN you'll be a big success.

She turns away, trying not to cry. Shep follows her as they leave.

				SHEP
		So long, Bill.

				BILL
		So long.

Shep follows Nikki out.

				CARY
		Goodbye, Bill.

Bill reaches up and pats Cary on the shoulder. Cary looks at the doctor, then 
at Bill, before retreating to the door. He turns to look back at Bill who 
grins at him.

				BILL
		See ya later - Cary.

Cary can't return the smile. He turns and goes, closing the door behind him. 
Bill's attention turns to the doctor whose approaching shadow is cast on the 
wall behind him. Bill's smile fades.

					CUT TO:

EXT. ARENA - MOMENTS LATER
Cary emerges and joins the group who are gathered glumly on some steps.

				FRANCIS
		How is he?

				CARY
		They've just put him to sleep. 

Nikki, emotionally fragile, hands Cary his hat.

				CARY
		Why, thank you, Nikki. There's 
		nothing you can do. You'd better go 
		back to the hotel. 
			(to Francis)
		Put Nikki in a taxi. We'll wait here.

As Frink and Francis exit with Nikki, Pedro approaches Cary with a couple of 
journalists.

				PEDRO
		Señor, the reporters want to know 
		why your friend descend into the 
		bull ring.

Cary looks off and thinks for a moment.

				CARY
		Tell them -- that it seemed like a 
		good idea - at the time.

Pedro stares at Cary in astonishment. Cary joins Shep and the two of them 
stand with their backs to the others as we

					FADE OUT

EXT. CARNIVAL - NIGHT
The amusement park at Port Mayer. Crowds, carnival NOISES, a carousel with 
appropriate MUSIC.

At a nearby refreshment stand, we find the group, minus Bill. Everyone is 
unusually silent and wearing dinner clothes. Francis holds a mug upside-down. 
Frink leers at Nikki who ignores him while she, Shep and Cary down their 
drinks. They hear:

GUNSHOTS. 

They look over to see:

A little shooting gallery where customers rent genuine guns to shoot various 
colorful targets and win prizes. 

				CARY
		Sounds like old times.

				SHEP
		Let's go and shoot.

				CARY
		Not a bad idea. 
			(to Nikki)
		What say, Annie Oakley? Like to 
		fire off a gun at something?

				NIKKI
		No objection.

				SHEP
			(to their bartender)
		We'll be right back. Hold 
		everything.

The group starts over to:

THE SHOOTING GALLERY
where an assortment of rifles and pistols are neatly laid out. Cary and Shep 
escort Nikki to the arsenal while Frink and Francis tag along behind. An 
attendant joins them to collect their money and ready their weapons.

				SHEP
		First one to miss pays for the drinks.

				CARY
		What'll we shoot at?

				NIKKI
		Shoot one of those pussycats and see 
		what happens.

				SHEP
		All right. Look out, pussycat.

Shep FIRES and misses the moving cats that float across the base of the range 
on an endless chain and disappear. But he hits a tinier target: a clay pipe 
behind them.

Shep's eyes pop with surprise.

				SHEP
		Well, that's what I was aiming at, 
		a clay pipe. 
			(stares in amazement)
		Whole thing's been misrepresented 
		to me.

Cary laughs at him.

				NIKKI
		Cary, let's see you shoot something.

Cary takes careful aim.

				CARY
		Look out, ball!

He FIRES and hits a ball balanced atop a stream of water.

				NIKKI
		What'd YOU aim at?

				CARY
		Well, let's see you shoot something.

Nikki awkwardly raises her little target rifle to her shoulder. The end of the 
barrel describes uncertain circles in the air. A multiple exposure point-of-
view shot of the targets reveals that Nikki is a little too tipsy to be 
handling a gun. Cary moves to help her.

				CARY
		Oh, no, no, no, Nikki.

				NIKKI
		How do you hold it still?

				CARY
		Listen, Nikki, on your right 
		shoulder. Now, put your hand out 
		there and hold up-- No, don't cover 
		up the site. No, no, no, that's 
		right. Now just hold it evenly--

Rapid GUNSHOTS. Cary looks up in surprise. He and Shep turn to watch in 
amazement as Francis cuts loose with an automatic rifle, shattering a whole 
row of pipes with split-second firing.

The others cheer as Francis lowers the weapon and stares moodily at an 
astonished and, apparently, very drunk Frink. Cary takes this moment to 
encourage Nikki.

				CARY
		You can do better than that. Show 
		him up.

She again tries unsuccessfully to hold the rifle steady. Amused, Frink picks 
up a pistol and imitates her.

				FRINK
		What are you waving at, Nikki?

Cary sees Frink pointing his gun at Nikki and moves to intervene, grabbing 
Frink's wrist with both hands.

				CARY
			(angry)
		Look out! Why, you fool. Don't you 
		know better than that?

Shep and Francis move to shield Nikki.

				FRINK
		What's the idea?

				CARY
		Pointing a loaded gun at Nikki?

				FRINK
		Take your hands off me.

				CARY
		Put down that gun!

				FRINK
		Let go of my wrist!

Frink violently pulls free of Cary's grasp and, as he does, the gun goes off 
with a BANG. Francis hurries Nikki to safety in the opposite direction. Shep 
backs away, clutching his side -- for a moment, it looks very much as if he's 
been hit. Cary pursues and confronts Frink.

				CARY
		Put down that gun!

Frink backs up to a nearby lamp post and, wielding the pistol, points it at 
Cary. His face is tense, savage.

				FRINK
		Listen, you keep your hands off me! 
		I've had enough from you! You try 
		any more of your rough stuff on 
		me--!

A nervous crowd of passersby pauses to watch the showdown.

				CARY
		Oh, so that's how it is. I thought 
		we taught you how to behave.

Frink, drunk and frustrated, starts to lose it completely.

				FRINK
		You taught ME how to behave?! Listen, 
		you'd better behave now or you'll 
		get hurt!

				CARY
			(calmly)
		I don't think so. I'll give you 
		three to put down that gun. It'll be 
		just too bad if you don't.

				FRINK
		Too bad for who?!

Frink cocks the hammer.

				CARY
		One ...

Cary moves slowly toward Frink.

				FRINK
		Keep away from me! I'll shoot, I 
		tell ya! I'll shoot!

				CARY
		Two ...

Frink and Cary are less than a yard apart.

				FRINK
		I'll shoot! I'll shoot!

GUNSHOTS. Cary flinches. Frink drops the pistol, his face twisted in pain. He 
starts to fall.

Nearby, Francis coolly FIRES his rifle, pumping seven bullets into Frink.

Members of the crowd SCREAM in terror. Instinctively, Shep (still clutching 
his side) and Nikki each put a restraining hand on Francis' arm. Francis 
lowers the rifle, staring in horror and amazement at what he's just done. 

				CARY'S VOICE
		Francis? 

Cary rushes over and pulls the rifle out of Francis' hands.

				CARY
		Francis?

Francis snaps out of his trance as Cary hurriedly returns the rifle to the 
gallery. Shep and Nikki watch, stunned, as Francis immediately moves to Cary 
and shakes his hand.

				FRANCIS
		Goodbye, Cary. 

Francis turns to Shep and Nikki for equally heartfelt handshakes, an odd look 
on his face.

				FRANCIS
		Shep. Nikki.

They realize he is saying a final goodbye. The crowd presses in as Francis 
glances back at Frink before turning and hurrying off. 

As a huge crowd rushes in the direction of the shooting gallery, Francis 
threads his way through it in the opposite direction and, with only the 
briefest glance backward, rounds a corner to disappear behind a building.

Cary stares at Frink's body as the gathering crowd streams into view, then 
quickly starts to lead a shaken Shep and Nikki away from the shooting gallery.

				CARY
		We've got to get out of here. Come 
		on, Shep. Come on.

They slip through the thick fringe of excited people fast gathering in front 
of the shooting gallery and hurry off in the same direction as Francis who is 
now:

BEHIND THE CARNIVAL BUILDINGS
on a dark, deserted street. Distant crowd NOISE and carnival MUSIC drifts in. 
Under the light of a street lamp on the edge of the carnival, Francis strolls 
casually into view and swings a leg over a slackly hung boundary rope, pausing 
to glance backward. He sees ...

... Cary, Shep and Nikki as they round the corner and pause, a little 
breathless, to lean against a wall. Shep, his fist still at his side, slumps 
weakly as Cary and Nikki stare at ... 

... Francis who briefly makes eye contact and then, without a word, turns, 
steps over the rope and, pulling his jacket collar up around his neck, walks 
off, instantly swallowed up by the darkness.

Cary and Nikki stare after him, astonished.

				CARY
		That's the last of Francis, I'm 
		afraid. We'll never see him again.

				NIKKI
		Did you notice his eyes? That's the 
		first time I ever saw Francis really 
		happy. What'll happen to him, do you 
		suppose?

				CARY
		Don't worry about, Francis. He'll 
		take care of himself. Let's get out 
		of here. Let's walk.

Shep leans weakly against the wall, his eyes glassy.

				SHEP
		No. Don't want to walk. Let's take 
		a cab.

Cary quickly moves to a signal a cab parked nearby. Nikki rests a sympathetic 
hand on Shep.

					DISSOLVE TO

THE BACK SEAT OF THE TAXI CAB - MOMENTS LATER
As the cab jolts down an uneven street and drives slowly through the crowded 
carnival, the MUSIC continues. Cary and Shep sit on either side of Nikki. Cary 
is as edgy as Shep is subdued.

				CARY
		Did you see the way Francis poured 
		lead into that fellow? 

				SHEP
		Fast work.

				CARY
		Fast? Chain lightning!

				SHEP
		Nice shooting.

				CARY
		Those slugs went right past my ear. 
		If I'd've moved an inch, I would've 
		caught one of them myself.

				SHEP
		"Sudden Death," all right.

Nikki takes out a cigarette.

				CARY
		What's the matter with you, Shep? 
		I've never known you so quiet 
		before.

				SHEP
		That's right. I am kind of quiet.

				NIKKI
			(holds her unlit 
			cigarette)
		Not smoking?

				SHEP
		No.

				NIKKI
		Your lighter working?

				SHEP
		Good ol', Nikki -- never has any 
		matches.

				NIKKI
		No.

As Shep puts his hand in his inside jacket pocket to pull out his cigarette 
lighter, a strange look crosses his face.

				SHEP
		Sure you want a light?

				NIKKI
		That's what I want, a light.

Shep pulls out the lighter and flicks it on -- revealing bloodstains on his 
white shirt. Nikki stares down at the blood in horror.

				NIKKI
		Shep. Shep!

Nikki jumps up and moves away from Shep, into a seat opposite.

				CARY
		What is it?

				NIKKI
		Shep's hurt!

Cary turns to Shep, who slumps back weakly against his seat with a strange 
look of release and satisfaction on his face.

				SHEP
		It's a forgery.

Cary examines Shep, reaching in to feel his bloody wound.

				NIKKI
		Do something for him, Cary! Oh, 
		Shepard!

				CARY
		He's been shot!

				NIKKI
		What can we do, Cary?! What can we 
		do?!

				CARY
		Shep, why didn't you say you were 
		hurt?

				SHEP
		Good old Cary. Sweet Nikki. You may 
		not believe it but this is the best 
		thing that ever happened to me.

				CARY
		Oh, Shep, Shep, don't say that. 
		You'll be all right. We'll get you 
		to a hospital.

Shep puts a hand on Cary's arm as the taxi continues to jolt along down the 
street. 

				SHEP
		No, no, Cary. Don't rush me anywheres.
		Let's sit here for a while. The-- 
		Hurts, the jolting.

Urgently, Cary reaches over and bangs on the glass between themselves and the 
cab driver.

				CARY
		Stop! Stop! 

In front of the carnival's slowly revolving carousel, the cab rolls to a stop. 
The carousel MUSIC drifts in. Shep hardly moves -- head back, blank eyes 
staring, voice dreamy and weak. Cary puts his face close to Shep's, listening 
intently.

				SHEP
		That's better. You know, Cary, I feel
 		- just like we're falling -- long 
		time ago. Do you remember? Spinning 
		... spinning ... spinning. Only you 
		brought me down safe. Oh, Cary. Good 
		old Cary. 
			(sighs)
		Best flyer in the service.

Nikki, seated opposite, is distraught.

				NIKKI
		Oh, Shepard, Shepard, darling.

				CARY
			(reassuring)
		We're gonna make a safe landing 
		again, Shep.

				SHEP
		Not this time, Cary. Ol' Shep's 
		gonna crash. 
			(beat)
		Say, but we're spinning fast. Level 
		off. Cary, level off.

Shep's head slumps down. His face presses against Cary's shoulder. 

				NIKKI'S VOICE
		Oh, Shepard, Shepard, darling.

Cary can't look at him. Eyes wide, Cary slowly presses his cheek to Shep's.

				CARY
		Shep? - Shep?! - Shep!

Cary looks as if he is on the verge of tears. And yet he cannot bring himself 
to cry.

					FADE OUT

FADE IN

EXT. TRAIN WHEELS
ROAR down a railroad track.

					DISSOLVE TO

INT. TRAIN COMPARTMENT - NIGHT
Nikki cranks her portable phonograph, turns it on and puts the needle to the 
record -- Toselli's "Serenade," that strange, sad composition that haunted 
Europe at the close of the Great War. 

As the bittersweet romantic music plays, she listens for a moment. Then she 
turns and sidles over to sit next to Cary who is seated by the window, 
scribbling something on a piece of paper beside a small lamp.

				NIKKI
		What are you writing, Cary?

				CARY
		A letter. A letter to Shep's mother.

				NIKKI
		Mind if I read it?

				CARY
		Certainly not.

Nikki reads the letter silently. A long pause.

				NIKKI
		Why, Cary. Cary, that's the most 
		beautiful letter I've ever read. 

Nikki turns away and begins to cry, quietly.

				NIKKI
		Please forgive me for crying, Cary. 
		I can't help it. You don't mind if I 
		cry just a minute, do you? 

				CARY
		No, Nikki.

Cary puts aside the letter.

				NIKKI
		Can't you cry, Cary?

				CARY
		No.

				NIKKI
		But you have cried sometime in your 
		life, haven't you?

				CARY
		Long, long time ago. Before the war.

				NIKKI
		And you can't cry now? Not even for 
		Shep?

				CARY
		Shep Lambert spent his life in the 
		war. He had nothing more to give. He 
		had died once. And he was ready to 
		die again.

				NIKKI
		This time he was played out with 
		music. That was the way he wanted it.

				CARY
		And Bill Talbot was a big success in 
		the hospital in his new blue shorts. 
		Maybe he'll tackle the angel Gabriel 
		and - be a big success again.

				NIKKI
		And Francis?

				CARY
		Maybe Francis will forget to wind 
		his chiming watch one day and go on 
		sleeping. Till the end. It doesn't 
		matter now. Without them, nothing 
		matters. We only had each other. 
		Comradeship was all we had left. 
		And now that's gone, too.

				NIKKI
		And you, Cary? You? You're alone 
		now.

				CARY
		That's right. I'm alone now.

				NIKKI
		I don't want you to be alone, Cary. 
		Let me stay with you. Let me be with 
		you. 

He takes her hand, looks at her affectionately.

				CARY
		Why, Nikki. You're sweet.

He kisses her hand. A strange, apprehensive look crosses her face as she turns 
her hand over in his hands and opens it -- to reveal a heart-shaped stone. 
Cary looks at her in surprise.

				CARY
		Why, Nikki, you kept it. You didn't 
		forget.

She lowers her eyes for a moment, then looks at him.

				NIKKI
		No harm can come to our true love.

				CARY
			(amused, skeptical)
		No harm can come to our true love? 
			(genuinely)
		Oh, Nikki, you've become very dear 
		to me. I want to help you. Can't I 
		do something for you, too? What do 
		you want? What can I get you?

				NIKKI
		Well, I've always wanted a pair of 
		Spanish earrings.

He gives her an uncomprehending look but then breaks into a smile as she 
buries her head lovingly in his shoulder. He kisses her hand again.

					CUT TO

THE TRAIN 
in a dark, bleak landscape as it chugs away down the track.

					DISSOLVE TO

END TITLE








1