King of Comedy, The

Writers: Paul D. Zimmerman

Genres: Comedy, Crime, Drama

 

FADE IN:

1   EXT:   MIDTOWN MANHATTAN STREETS - DAY

    Behind the opening credits, we watch a montage of RUPERT
    PUPKIN making his daily rounds as a messenger delivering
    manila envelopes and packages to various New York offices,
    always courteous and polite in his demeanor, PUPKIN is an
    attractive-looking young man just past thirty and dressed
    in a stylish blue suit, broad tie and wide-collared shirt.
    His shoes are neatly polished, his hair carefully groomed.
    As the montage continues, we see that he has finished his
    deliveries and is walking rapidly towards his destination.
    It turns out to be a television theater north of Times
    Square whose marquee announces THE JERRY LANGFORD SHOW.
    It is dusk and the show is about to break. There is a
    very small crowd already positioned at the stage door --
    a few young girls, a few curious passers-by who have
    stopped to see who will emerge. Three professional
    autograph hunters are clustered together:

    MAE, a lady in her sixties, wears a red velvet dress, a
    lace hat and much too much rouge.

    SIDNEY is in his mid-twenties, tall, badly-complexioned,
    slicked hair but otherwise neatly dressed. He carries
    a brown lunch bag.

    CELESTE is an enormously fat woman in her mid-thirties.
    She wears a large cape to conceal her obesity.

    A middle-aged MAN, dressed in a corduroy suit,    emerges
    from the backstage door which is guarded by a    large,
    white-haired POLICEMAN. The non-professionals     in the
    crowd just peer at the MAN but MAE immediately    steps in
    front of him with her autograph book raised.

                       MAE
                 (to the MAN)
           Are you somebody?

                       MAN
           No, honey, I'm just a working stiff.

    The MAN keep walking and MAE returns to her cohorts
    just as PUPKIN arrives.

                         MAE
           Hi, Rupert.

                       CELESTE
                 (coolly)
           Hello, Rupert.

                       SIDNEY
           Who did you get?

                 PUPKIN
           (distractedly)
     Nobody.

PUPKIN carefully places himself near the door, a step or
two away from the other professionals.

                 MAE
           (to SIDNEY)
     I got Mr. Raf Vallone outside 21.

                 CELESTE
           (to SIDNEY about PUPKIN)
     He'd never tell you anyway, Sidney.

                 MAE
     Then I got him again at the
     Pierre at four o'clock.

                 SIDNEY
     Be a dear, Mae. I don't happen
     to have Mr. Vallone.

                 MAE
     You know what I want for him.

                 SIDNEY
     But I have only six Barbra's left.
     You know how difficult she is to
     work with.

                 MAE
     I don't have her even once.

                 CELESTE
           (to MAE)
     Maybe Rupert would help you.

PUPKIN shoots a hostile glance back at CELESTE.

                 SIDNEY
     Would you do that, Rupert? You don't
     feel about Barbra the way I do.

                 MAE
     I'll give you Mr. Burt Reynolds too.

                 CELESTE
           (needling RUPERT)
     Look, Sidney, Rupert doesn't do
     that sort of thing.

                 SIDNEY
     How about it, Rupert?   I'll give
     you whoever you want.

SIDNEY starts pulling little white cards out of his paper
bag and reading them off.

                    SIDNEY
     Rodney    Dangerfield ... Richard
     Harris    ... Liza Minelli ... and
     she's    not so easy to work with
     either    ... Louise Lasser!

                 CELESTE
     You're wasting your time.

PUPKIN has been trying to remain apart from the other
three. Finally he turns to SIDNEY.

                 PUPKIN
     Look, Sidney. I'm just not
     interested. This isn't my
     whole life, you know.

                 CELESTE
     What's that supposed to mean --
     that it's my whole life, or
     Sidney's or Mae's?

                 MAE
     It is so my whole life.

                 CELESTE
     Shut up, Mae. What about your
     mother? Isn't she part of
     your life?

                 MAE
     It's her whole life too.

The show breaks. The doors swing open and people pour out.
The crowd around the backstage door swells.

                 POLICEMAN
           (to the crowd)
     If you want Jerry's autograph, give
     me your piece of paper and I'll
     send it backstage.

A number of people in the crowd hand in pieces of paper.
PUPKIN is standing next to a young couple, about college
age. The YOUNG GIRL has just sent in her paper.

                 PUPKIN
           (to the GIRL)
     What are you going to do with
     Jerry's autograph?

                 YOUNG GIRL
     I don't know. Maybe I'll sell it.

                 BOYFRIEND
     I'll tell you what she's going to
     do with it. She's going to pin

     it on her bulletin board and
     have an orgasm.

The YOUNG GIRL laughs unself-consciously.

                             CUT TO:

LANGFORD's limousine waits directly in front of the stage
door. MAE has engaged the CHAUFFEUR who stands at the
door of the car in conversation.

                 CHAUFFEUR
           (wearily)
     No, Mae.

                 MAE
     I don't mean now.

                 CHAUFFEUR
     No, Mae.

                 MAE
     I'll get right out.

The CHAUFFEUR, smiling, shakes his head.

                             CUT TO:

A plain-looking GIRL in a black raincoat and black, floppy
hat stands on the street side of the limousine,
carefully watching MAE and the CHAUFFEUR talk.

                             CUT TO:

                 MAE
     But I've never been in one.

We hear a cry as a celebrity emerges from the backstage
door. MAE turns and goes back towards the door.

                             CUT TO:

The POLICEMAN is handing out the autographs. Suddenly
LANGFORD emerges, flanked by three PAGES, husky young men
in their early twenties dressed in theater uniforms.
There is screaming and some yelling of LANGFORD's name.
LANGFORD pays no attention. Smiling nervously, he makes
his way towards the limousine. The CHAUFFEUR stands at
the rear of the car, holding the door. LANGFORD enters
the car and then suddenly springs back. The GIRL in the
black raincoat and black hat has hidden herself in the
back seat of the limousine. The three PAGES, who have
already turned and headed back toward the theater, hear
the commotion and swing around. The GIRL, who we shall
come to know as MARSHA, hides herself in the far end of
the limo, so two of the PAGES go around to the far side
of the car and start pulling her out while the third PAGE
moves into the limo from the street side. She fights

like a wildcat, but the PAGES slowly    manage to drag her
out. During the struggle, LANGFORD     stands amid the crowd,
a bit shaken. PUPKIN stands next to     him, staring at him.
When finally catches LANGFORD's eye,    PUPKIN smiles
pleasantly.

                 PUPKIN
           (to LANGFORD who
           barely listens)
     How the hell did that girl get in
     there? Jesus, they certainly
     don't give you very good protection,
     do they?

LANGFORD says nothing, glancing nervously at PUPKIN.

                 PUPKIN
     Look at you here. Who the hell
     is watching you? Any one of
     these freaks could just walk
     right up to you and do whatever
     he wants.

A couple YOUNG GIRLS are pressing against LANGFORD.

                 FIRST GIRL
     Oh, Jerry. How can we get to
     talk to you?

                 PUPKIN
     Just a minute. This is crazy.

PUPKIN straightens up for action.

                PUPKIN
          (yelling at the crowd)
     Okay! Stand back!

PUPKIN wades through the crowd towards the limousine,
pushing SIDNEY and MAE among others out of the way.
LANGFORD follows in the path PUPKIN is clearing.

                 PUPKIN
     Didn't you hear me?!?    Come on,
     people, have a heart.

The PAGES have succeeded in pulling the GIRL out of the
far door of the limo just as PUPKIN and LANGFORD arrive
at the near door. The CHAUFFEUR has been blocked by the
crowd from opening the door so PUPKIN opens it.

                   PUPKIN
     Stand back!    (To LANGFORD)   Go ahead,
     Jerry.

LANGFORD slips in quickly. He looks up at PUPKIN who is
holding the door, smiling pleasantly.

                        LANGFORD
           Thanks.   Thanks very much.

    PUPKIN stares at LANGFORD for a moment and then slides
    into the limo next to him, closing the door behind him.

2   INT:   LIMO - NIGHT

                       PUPKIN
           I hate to bother you like this, Jerry,
           but could I speak to you for a minute.

                       LANGFORD
           I'd like to but ...

                       PUPKIN
           I know you're a busy man. I promise not
           to take very long, really. But I need
           your advice.

    PUPKIN looks down at his hand which has been badly
    scratched.

                       PUPKIN
           You don't have a handkerchief, do you?
           Jesus, these people will kill you for a
           cufflink.

    LANGFORD hands him a monogrammed handkerchief, then checks
    his watch.

                       PUPKIN
           Thanks. If you have to be somewhere, I
           don't mind talking as we drive. You can
           drop me off anywhere.

                       LANGFORD
           Sorry, but I've got a strict rule never to ...

                       PUPKIN
           I put myself on the line for you, Jerry.

    Reluctantly, LANGFORD signals with his head to his
    CHAUFFEUR to start moving. As the car moves through New
    York traffic, PUPKIN and LANGFORD talk.

                       PUPKIN
           Thanks, Jerry. I'm grateful for this chance
           to talk to you ... I hope I'm not boring you.

                       LANGFORD
           I'll let you know.

                       PUPKIN
           Really? Fine. I'm      Rupert Pupkin, Jerry.
           I know that the name    itself doesn't mean
           very much to you but    it means an awful lot
           to me, believe me.     Maybe you've seen me

     outside your show and wondered who I am.
     Well, right now, I'm in communications but,
     by nature, I'm a stand-up comedian. I know
     what you're thinking -- 'oh no. Not another
     one.' And I wouldn't take up even one minute
     of your time if I wasn't absolutely convinced
     of my talent. I'm really good, Jerry,
     believe me, I'm dynamite. Now you're probably
     wondering if I'm so good why haven't you
     caught my act somewhere, right?

                  LANGFORD
     Well ...

                 PUPKIN
     Well, up to now, I've been biding my time,
     developing my act slowly and carefully so
     that when my big break finally comes, I'm
     ready -- like you were that night Paar got
     sick and you sat in for him. I was there
     that night, in the theater. That was the
     most important night of my life, until
     tonight, of course.

PUPKIN fishes a cigarette case out of his jacket pocket,
flips it open and offers one to LANGFORD.

                  LANGFORD
     No thanks.   I don't smoke.

PUPKIN returns the pack to his pocket.

                PUPKIN
     Me neither. I just carry them as a
     courtesy. How about a cough drop?

                 LANGFORD
           (smiling indulgently)
     No thanks. I don't cough.

                 PUPKIN
     I try not to but sometimes, you know
     ... Am I making any sense?

                 LANGFORD
           (smiling)
     Go on.

                 PUPKIN
     Well, that night you did Paar, I walked
     out of the theater like I was in a dream.
     All of a sudden, I knew what I wanted.
     I started catching your guest appearances
     on Sullivan and taping them and, when you
     got your own show, it got to be a kind of
     regular thing. I studied how you built
     to your one-liners, nice and relaxed like
     you were chatting, and how you delivered

     the jokes without leaning too much on
     them, without saying "here's the punchline,
     folks." And I watched the way you played
     off dead audiences, how you let those long
     silences build until people couldn't
     stand it and then the way you got them
     off the hook with that slow smile. You
     were my college of comedy, Jerry, like
     a kind of teacher, a friend. I know it
     sounds crazy, but when you watch someone
     every night ... But that's all in the
     past. What I'm trying to say is this.
     I'm ready now. I've finished the course.
     And I'm thinking as we sit here talking
     "Is this it? Is this that one big break?"
     Is it, Jerry?

There is a long pause.

                 PUPKIN
     Jerry?

                 LANGFORD
     Look ... er ... what was the name?

                 PUPKIN
     I'm Rupert, Jerry.

                 LANGFORD
     Look, Rupert. I know what you're saying.
     But things don't work that way. You can't
     just walk onto a network show without any
     experience. You've got to start at the
     bottom ...

                 PUPKIN
     But that's where I am!

                 LANGFORD
     You've got to work your way up, learn your
     trade in front of live audiences, start
     playing the little clubs.

                 PUPKIN
     But that can take years, Jerry! Look at
     me. I'm already 31 years old! People my
     age are way ahead of me. I've got some
     catching up to do and I need your help.
     What do you say, Jerry? All I'm asking
     you to do is listen to my act. That's all.
     Is that asking too much?

                 LANGFORD
     I get calls from agents every day.
     All they want ...

                 PUPKIN
     I tried getting an agent.   I did, Jerry.

           But you know how it is. You can't get an
           agent unless you're working and you can't
           get work unless you've got an agent ...
           or unless you know somebody. And the
           only person I know is you, Jerry.

    There is a long pause.

                       LANGFORD
           Look, why don't you call my office.

                       PUPKIN
           Could I?!? Oh, I knew you'd say that,
           Jerry. You don't know how many times I've
           had this conversation in my head. And this
           is the way it always turns out. That's why
           I had to sort of invite myself into the car
           tonight. I know it's kind of presumptuous
           and I really appreciate the time you've
           given me. But breaks like this don't just
           happen. You have to make your own breaks.

    The limousine starts slowing down as it pulls up before
    U.N. Plaza. It stops. LANGFORD gets out. PUPKIN follows.

3   EXT:   U.N. PLAZA APARTMENTS - NIGHT

    LANGFORD turn to PUPKIN,    looking to get rid of him as
    cleanly and gracefully as    possible. LANGFORD extends
    his hand. PUPKIN goes to     shake it but his hand is wrapped
    in the handkerchief. He     extends his left hand. LANGFORD
    shakes it awkwardly.

                       LANGFORD
           Nice meeting you, Rupert.   I hope it all
           works out for you.

                       PUPKIN
           Thanks, Jerry. I don't know how to repay
           you. I'm a little short on cash this
           evening, but, if you don't mind some good,
           hearty food, I'd be honored to take you
           to dinner.

                       LANGFORD
           Thanks, but some people are waiting for me.

                       PUPKIN
           Oh, I understand. Well, then, maybe I could
           repay you with a joke.

    LANGFORD is starting to walk into the building.

                       PUPKIN
           Wait a minute. How's this? The      first night
           you do your show from the coast,    you open
           this way. "Good evening, ladies    and
           gentlemen, it's great to be back    here in

           Southern California where you can wake up
           in the morning and listen to the birds
           coughing ... "

                       LANGFORD
                 (nodding but unsmiling)
           Not bad. Maybe.

    PUPKIN calls after LANGFORD who heads for the entrance
    to his building.

                       PUPKIN
           Consider it a gift. Hey, Jerry!
           How about lunch? My treat!

                       LANGFORD
                 (turning back before
                 he enters the building)
           Call my office.

    PUPKIN waves with his bandaged hand, notices LANGFORD's
    handkerchief and unwraps it.

                       PUPKIN
                 (to the handkerchief)
           Thanks, Jerry.

    The CAMERA MOVES IN for a CLOSE-UP of PUPKIN in a kind of daze.

                                   FADE TO:

4   INT:   SARDI'S RESTAURANT - DAY

    PUPKIN and LANGFORD stand at the edge of the foyer, waiting
    for the Maitre d' to seat them. VINCENT, the owner, spots
    them and hurries over.

                       VINCENT
           I'm sorry, Mr. Langford. (To PUPKIN,
           angrily) How did you get in?

                       LANGFORD
           That's alright, Vincent.   Mr. Pupkin's a
           friend of mine.

                       VINCENT
                 (puzzled)
           Oh, I see.

                       PUPKIN
           That's alright. Now if you'd be good enough
           to find us a nice table.

    PUPKIN pushes a five dollar bill into VINCENT's hand.

                        VINCENT
           Certainly.   This way, please.

VINCENT leads PUPKIN and LANGFORD to the "bullpen," a
select spot in a corner of the restaurant.

                 VINCENT
     Here you are. Enjoy your lunch, gentlemen.

                 LANGFORD
     Is Eddie here today, Vincent?

                 VINCENT
     I'll send him over.

A WAITER arrives and hands them the menu.

                 WAITER
     Our specialty today is Rizzofino Dolce Acqua
     a la Marinara con Spezi. Very good.

                 PUPKIN
     Sounds like a new opera.

                  LANGFORD
     Fine.   What comes with it?

                   WAITER
     Me.

The three laugh.

                  PUPKIN
     Fine.   For two.

                   WAITER
     Very good.

The WAITER leaves.

                 PUPKIN
     You look tired, Jerry.

                 LANGFORD
     It shows, does it? It's all these problems
     with the show. That and the custody suit.

                 PUPKIN
     I was sorry to read about that, Jerry.
     Charlene never should have gotten the
     kids. If there's anything I can do.

                 LANGFORD
     I appreciate it, Rube. Just talking about
     it a little with you helps.

Eddie arrives. He     is a small, slightly-bald man with
greying hair and a    goatee. He wears a foulard under an
open-necked shirt.     He carries a long sketch pad. He
immediately sets up    a small easel and starts sketching.

                 PUPKIN
     Hasn't Eddie already done you?

                 LANGFORD
     Never mind. You were saying ...

                 PUPKIN
     Well, I've been giving a lot of thought
     to your situation, Jerry, ever since I
     saw you starting to lose ground in the
     ratings. And I think I know what the
     problem is. Too many of the same faces.

                   LANGFORD
     Yeah?

                 PUPKIN
     Sure, people are getting tired of these
     people who live off game shows and talk
     shows and can't really do anything. They've
     seen 'em and heard 'em till they can't
     stand it anymore.

                 LANGFORD
     You know, maybe you're right, Rube.

                 PUPKIN
     I'm sure I am. When a show runs out of
     surprises, it loses its audience.

A YOUNG GIRL stands before PUPKIN and LANGFORD.   She hands
PUPKIN her autograph book.

                 PUPKIN
     What's your name, dear?

                   GIRL
     Dolores.

                 PUPKIN
           (writing)
     To Dolores, who sensed greatness.
     Rupert Pupkin.

                 GIRL
           (reading it)
     Thanks, Mr. Pupkin.

The GIRL leaves.

                 PUPKIN
     You see what I mean? What you need on the
     show is some unknown quantity, some brilliant
     talent making his television debut. Imagine
     the suspense. Who is this young guy? How
     will he do with the eyes of all America on
     him? Something like that has got to help.

                       LANGFORD
           And that's where you come in.

                       PUPKIN
           Why not? Believe me,     Jerry, I'd give you
           the credit you deserve    and I'll stick with
           you. Anytime you need     me, I'll be there,
           doing a few minutes at    Guild scale.

                       LANGFORD
           I'd be grateful, Rube.     I really would.

                       EDDIE
           All finished, Mr. Langford.

    EDDIE turns the caricature so PUPKIN and LANGFORD can see
    it. It's a picture of the two of them, facing each other
    and smiling.

                       PUPKIN
           Oh, Jerry, you sneaky ...

                       LANGFORD
           Looks good, Eddie.

    The WAITER arrives with a bottle of champagne.

                       PUPKIN
           What's this?

                       WAITER
           Compliments of Mr. Sardi.

    EDDIE hangs the picture of LANGFORD and PUPKIN on the wall
    behind them among the hundreds of other caricatures --
    from Bankhead to Sid Caesar to Bette Davis. The CAMERA
    PANS over these. We hear the champagne pop.

                       PUPKIN'S VOICE
           How does your afternoon look?

                       LANGFORD'S VOICE
           What have you got in mind?

                       PUPKIN'S VOICE
           Well, we've still got time to catch
           the Cubs and the Mets out at Shea.

                       LANGFORD'S VOICE
           Why not? But first, a toast. To you,
           Rube and your success.

                       PUPKIN'S VOICE
           Thanks, Jerry.

                                     FADE TO:

5   EXT:   U.N. PLAZA - NIGHT

                       PUPKIN
           Thanks, Jerry.

    PUPKIN takes LANGFORD's handkerchief and folds it
    reverentially, tucking it carefully into his breast pocket.
    He claps his hands together a few times for joy and
    dashes into the street to hail a cab.

                                    CUT TO:

6   INT:   LANGFORD'S APARTMENT

    LANGFORD enters his apartment. It is tasteful, modern,
    spacious and empty. A floodlight shines on a single
    setting at the end of a long dinner table. He walks over
    to a large aquarium and sprinkles some food for the fish.

                       LANGFORD
                 (to the fish)
           Say hello to Jerry.

    On a shelf above the aquarium stand three pictures, one of
    two boys, roughly eight and eleven, flanked by a shot of
    each boy alone. LANGFORD walks to the end of the table
    where a covered dish and a New York Post await him. He
    lifts the covered dish which reveals a large, cold salmon.

                       LANGFORD
                 (to the fish)
           Say hello to Jerry.

    LANGFORD begins poking at the fish with his fork.    The
    phone rings. He answers it.

                         LANGFORD
           Yeah.

                       GIRL'S VOICE
           It's Marsha, Jerry. Did you get my note?
           I left it on the back seat. Did you get it?
           I dropped it there before they pulled me
           out. Those guys hurt me, Jerry. (pause)
           Jerry?

                       LANGFORD
                 (icily)
           Who gave you this number?

                          MARSHA'S VOICE
           Don't be    angry with me, Jerry. I didn't
           know what    else to do; I've been trying
           you every    five minutes, I miss you,
           baby ...    Jerry?

    LANGFORD hangs up the phone and then takes it off the receiver.

                         LANGFORD

            Say goodbye to Jerry.

     He shakes his head wearily, returns to his dinner and turns
     to the inside pages of the New York Post.

                                     CUT TO:

7    EXT:   LEXINGTON AVENUE IN THE SIXTIES - NIGHT

     A cab pulls up in front of an all-night florist shop.
     PUPKIN dashes out of the cab and into the florist's.
     The cab waits.

                                     CUT TO:

8    EXT:   LEXINGTON AVENUE IN THE SIXTIES - NIGHT

     PUPKIN dashes out of the florist's clutching a single red
     rose. He hops back into the cab which starts moving.

                                     CUT TO:

9    EXT:   A STREET OFF BROADWAY - NIGHT

     The cab pulls up in front of Gil's Steaks and Chops, a
     restaurant of little distinction that has a few checkered
     tableclothed tables in the rear and a long bar at the
     front. PUPKIN stares through the window of the bar at
     RITA, the bargirl, an attractive, somewhat shopworn blonde
     in her late twenties. PUPKIN enters.

                                     CUT TO:

10   INT:   BAR-RESTAURANT

     PUPKIN goes to the near end of the sparsely-populated bar.

                         PUPKIN
            Miss!

     RITA comes over.    PUPKIN smiles knowingly.

                        PUPKIN
            A beer please, Miss.    Something imported.

                        RITA
            Heineken's alright?

                         PUPKIN
            Fine.

     RITA serves him a Heineken's.     She stares at him, searching
     his face.

                        PUPKIN
            How have you been, Rita?

     She stares again.

                 RITA
     You're not Rupert Pupkin!

PUPKIN smiles broadly.

                 RITA
     How the hell did you find me?

                 PUPKIN
     Sally Gardner, I met her after a matinee.
     Aren't you glad to see me?

                   RITA
     Sure, sure.    How is old Sally?

                 PUPKIN
     The same, I guess. You know, two kids,
     a nice husband, living in Clifton.

                   RITA
     It figures.

                 PUPKIN
     A lot of the kids in our class have
     moved back.

                 RITA
     What are you doing here?

                 PUPKIN
     I just thought I'd say hello. Here,
     I brought you a little something.

                 RITA
           (recognizing his style)
     Oh, yeah, Mr. Romance.

                 PUPKIN
     Don't forget to put in an aspirin.
     It lasts longer.

RITA fills a glass of water and puts in the rose.

                 RITA
     Nothing's gonna keep it alive in this place.

                 PUPKIN
     How have you been, dear, sweet Rita?

                 RITA
     I don't have an aspirin.

                 PUPKIN
     Maybe a Rolaids would work.

PUPKIN pulls out a pack of Rolaids and hands one to RITA
who smiles vaguely and drops it into the glass.

                 RITA
     Well, what are you up to these days,
     Rupert?

                 PUPKIN
     Didn't you know you'd see me again?

                 RITA
     You still going to the movies?

                 PUPKIN
     You're looking as beautiful as ever.

                  RITA
     Oh, yeah.   I was a real knockout.

                 PUPKIN
     I thought so.

                 RITA
     Well, here I am.     Local cheerleader
     makes good.

                 PUPKIN
     I voted for you for Most Beautiful.

                 RITA
     Yeah?

                 PUPKIN
     I didn't have the nerve to tell you then,
     but I guess it's alright now.

                 RITA
     Well, nothing terrible's gonna happen,
     if that's what you mean.

There is an awkward pause.    PUPKIN stares admiringly at
RITA.

                 RITA
     Well, how are things with you, Rupert?

                  PUPKIN
     Great!   Everything's starting to break.

                 RITA
     Is that right?

                 PUPKIN
     Yeah. As a matter of fact, that's why
     I'm here. I've known about this place
     for a long time. I just didn't want
     to make my move until I had something
     to offer you. Everything's a question
     of timing.

RITA stares at PUPKIN as he rattles on.

                 PUPKIN
     What's the matter?

RITA shakes her head in disbelief and chuckles.

                 RITA
     Jesus Christ, Rupert Pupkin!

                 PUPKIN
           (smiling)
     The two of us are often confused.     He's
     the one with the famous father.

PUPKIN waits for a laugh. RITA just keeps shaking her
head. PUPKIN looks around.

                 PUPKIN
           (critically)
     You like this place?

RITA shrugs.

                 RITA
     Why, you got something better?

                 PUPKIN
     Maybe.

                 RITA
     What?

                 PUPKIN
     What are you doing tonight?

                 RITA
     Tonight?

RITA starts laughing.

                 PUPKIN
           (smiling reluctantly)
     What's so funny?

                 RITA
           (still laughing)
     You call me up all junior and    senior year.
     Night after night after night,    right? And
     every time I'm wondering 'when    is this guy
     going to stop talking and ask    me out?'
     Well, now I know the answer.     August
     twelfth, nineteen seventy-six.     It only
     took you ten, eleven years to    work up to it.

                 PUPKIN
     If I had asked you out?   Would you
     have gone?

                   RITA
     Oh, no.

                   PUPKIN
     Why not?

RITA starts laughing again.

                 RITA
     Because I thought you were a jerk!

                 PUPKIN
     You see! I was right! But that guy isn't
     me anymore. I look at my picture in the
     yearbook and I don't even recognize myself.
     I'm not the same guy, Rita.

A bull-necked MAN in his early forties enters. He waves
a brief hello to RITA as he walks by. RITA smiles and
the MAN takes a seat at the far end of the bar.

                   MAN
     Rita!

                 RITA
           (to PUPKIN)
     Excuse me a minute, honey.

                 PUPKIN
     I'm not honey! I'm Rupert.

RITA goes to the far end of the bar and serves the MAN a
beer. They chat briefly as PUPKIN watches uneasily.
Finally PUPKIN downs his beer and raises his glass.

                    PUPKIN
     Miss!     Miss!

The MAN gets RITA's attention for PUPKIN.   RITA returns
to PUPKIN and serves him another beer.

                 PUPKIN
     I'm in the mood to celebrate tonight.
     Why don't we go to this nice restaurant
     I know, talk over and times, get to
     know each other all over again.

                   RITA
     And then?

                 PUPKIN
     Well, tomorrow night I thought we'd
     go out again, talk some more, get to
     know each other even better.

                   RITA
     How much?

                 PUPKIN
     How much what?

                 RITA
     How much do we have to get to know
     each other?

                 PUPKIN
     I don't understand.

                 RITA
           (emphatically)
     How much do we have to get to know each
     other before we start talking about
     that job?

                 PUPKIN
     I'm not talking about any job.

                 RITA
     Then what's this big offer you were
     talking about?

                   PUPKIN
     You'll see.    Right now I'm asking you
     for a date.    How about it?

                 RITA
     I'm sorry, Rupert.     But I'm busy.

                   PUPKIN
     Busy?

                  RITA
     Yeah.   Busy.

                 PUPKIN
     But this is the biggest night of my life.

                 RITA
     I've already got a date.

The MAN at the end of the bar raises his glass.

                   MAN
     Rita!

RITA goes to the far end of the bar. She pours him another
beer and settles against the bar, resuming her chat with
him. PUPKIN looks for a moment and downs his beer. He
raises his glass.

                  PUPKIN
     Miss!   Miss!

RITA returns to him.

                        PUPKIN
            Is that your date?

                        RITA
            None of your business.

                        PUPKIN
            What do you want to go out with him for?

                        RITA
            He's a good friend of mine.

                        PUPKIN
            Tell him you're busy.

                        RITA
            What's so important about tonight?

                          PUPKIN
            Everything!    You don't understand.

                        RITA
            No. I don't. It's been really nice
            seeing you, Rupert. Thanks for dropping
            in. But I've got some work to do.

     RITA leaves PUPKIN and returns to the far end of the bar
     where she once again resumes talking with the MAN. PUPKIN
     sits for a moment, gets up slowly and heads for the john.

11   INT:   THE JOHN - NIGHT

     He enters the john and goes to the farthest of the three
     urinals. A moment later, the MAN enters. He goes to the
     nearest of the three urinals. The two men stare at the
     wall before them but the obvious tension between them
     renders them both incapable of relieving themselves.
     PUPKIN glances over at the MAN's face, then immediately
     turns back to the wall as the MAN turns to look at him.
     The MAN glances quickly at PUPKIN and then returns to
     staring at the wall. PUPKIN sneaks a furtive glance at
     the MAN's penis. The MAN sneaks a furtive glance at
     PUPKIN's penis.

                                     CUT TO:

12   INT:   THE BAR - NIGHT

     PUPKIN emerges from the john, followed a moment later by
     the MAN. They resume their seats at each end of the bar.
     A third MAN has come in and is seated midway between PUPKIN
     and the MAN.

                          PUPKIN
            Miss!

     RITA walks over reluctantly.

                 PUPKIN
     Listen to me for a second.

                 RITA
     I have work to do, Rupert.

                 PUPKIN
     Just listen. I'm at the start     of
     something really big. I don't     want
     to talk about it here but it's    going
     to happen soon and it's going    to be
     great -- for both of us.

                    RITA
     No kidding?

                 PUPKIN
     So see that guy some other night.

                    MAN
     Rita!

RITA turns to go.

                 PUPKIN
     But I haven't finished!

RITA returns to the MAN and pours him another beer. PUPKIN
sits for a few moments, then downs his beer quickly. Again,
he raises his glass.

                  PUPKIN
     Miss!   Miss!

The MAN leans over the bar and tells RITA something. She
opens a bottle of beer and hands it to the MAN who slides
it down the bar towards PUPKIN. As the beer reaches the
middle of the bar, the THIRD MAN seated midway between
PUPKIN and the MAN raises his beer glass to take a sip just
as the sliding beer bottle passes under his hand. The
bottle stops right in front of PUPKIN who takes it and
slides it back with equal force. At this moment, the THIRD
MAN in the middle has finished his sip and has just placed
the THIRD MAN's glass on the counter. The beer bottle
collides with the THIRD MAN's glass, creating a mess. RITA
glares at PUPKIN as does the THIRD MAN. PUPKIN shrugs an
apology and RITA cleans up the mess.

                 RITA
           (to the THIRD MAN)
     I'll get you another one.

As RITA cleans up the mess and pours a fresh beer, the MAN
walks down the bar towards PUPKIN. He leans over him and
puts a supposedly friendly paw on his shoulder. PUPKIN
glances distastefully at the MAN's hand on him.

                    MAN

              (to PUPKIN)
     Look,    friend. I'm trying to have a
     nice    civilized conversation with the
     young    lady. Be a good little lad,
     huh,    and give us a break.

PUPKIN looks up at the MAN who pats him on the back in a
gesture of fraudulent friendship and menace. PUPKIN burps.
With an effort, the MAN controls his temper and returns to
his seat at the end of the bar. PUPKIN instantly raises
his glass.

                    PUPKIN
     Miss!     Miss!

The MAN advances towards PUPKIN with another bottle of
beer. PUPKIN watches passively as the MAN pours half the
bottle into PUPKIN's breast pocket and slams the half-empty
bottle on the counter. The MAN walks down to the end of
the counter where a smiling RITA is waiting.

PUPKIN again gulps his beer down. RITA and the MAN stare
at PUPKIN expecting him to raise his glass and call for
another beer. PUPKIN just sits there. After a few
moments, RITA and the MAN resume their conversation, but
they keep glancing over at PUPKIN, expecting him to
interrupt them with a call for beer at any moment. PUPKIN
continues to sit there. Just as RITA and the MAN have
settled back into their conversation, PUPKIN falls like a
stone from the barstool onto the floor. He lies
motionless. RITA and the MAN look at PUPKIN for a moment
while the handful of other patrons glance at him and return
to their drinks. RITA leaves the bar and goes to the rear
of the restaurant, disappearing into the kitchen. As she
does, the MAN walks over to where PUPKIN is lying inert
and prods him cruelly with his foot.

                 MAN
     C'mon, schmuck, wake up so I can
     kick your ass outta here.

The MAN turns to the kitchen to see if RITA is returning.
As he does, PUPKIN carefully opens one eye, grabs a free
chair from a nearby cocktail table, rises and bangs the MAN
smartly over the head. The MAN falls, out cold. PUPKIN
straightens up quickly as the other patrons look on with
interest. PUPKIN brushes off his suit, which is blue, just
like the MAN's, and stands above the MAN just as the MAN
stood above him, his back to kitchen. RITA emerges from
the kitchen with the owner, MR. NICHOLS and a large black
COOK.

                 RITA
           (to NICHOLS)
     He was making trouble one minute
     and the next he was on the floor.

RITA automatically reaches out as she talks for what she

     thinks is the MAN's arm. Instead, PUPKIN turns around
     smiling, leaving her too startled to speak. NICHOLS and
     the COOK lift the MAN to his feet.

                        COOK
            Okay, buddy, here we go.

     NICHOLS and the COOK lead the MAN, who is still groggy, out
     of the bar as RITA continues to stare at PUPKIN with a
     mixture of curiosity and amusement.

                        RITA
            Okay, Tarzan. Where do we eat tonight?

                                    CUT TO:

13   INT:   CHINESE RESTAURANT ON UPPER WEST SIDE - NIGHT

     We are in the kitchen watching two dishes being chopped,
     shredded and boiled in deep fat. The activity is frantic.
     WE FOLLOW the two dishes as a WAITER carries them from the
     kitchen to a booth where PUPKIN and RITA are talking. It
     is a painfully plain restaurant, shaped in a rectangle,
     with booths lining either side and a row of little tables
     in between. At the back is the kitchen and two phone
     booths, facing each other. An old Chinese WOMAN mans the
     cash register by the door. The WAITER sets the dishes down
     before RITA and PUPKIN and clears an enormous plate of
     spare rib bones from RITA's place. RITA hands the WAITER
     her empty cocktail glass. RITA and PUPKIN are facing one
     another.

                        RITA
            Another one, Chan.

                        PUPKIN
                  (to WAITER)
            Chopsticks, please.

     The WAITER nods and leaves.

                        RITA
            So all this time you've been thinking
            about me, huh?

                        PUPKIN
            That's right, Rita.

                        RITA
            What kinds of things were you thinking?

     PUPKIN drops his eyes shyly.      RITA starts laughing.

                        RITA
            Oh, ho! Those kinds of things!    Shame
            on you, Rupert.

                       PUPKIN

     Rita, I assure you there was ...

                 RITA
     Rupert Pupkin is an unclean person!

                 PUPKIN
     Come on, Rita. People will hear.

                 RITA
           (in a whisper)
     Rupert Pupkin is an unclean person. Oh,
     come on, Rupert. Relax. Have a little fun.

WAITER arrives with RITA's drink and chopsticks and a beer
for PUPKIN.

                 PUPKIN
     This is a very important evening to me,
     Rita.

                 RITA
     Did you know your nose wiggled when
     you talked?

                   PUPKIN
     It does?

                 RITA
     Yeah. Just the tip. Like a rabbit.
     (pause) Hey, are we gonna eat or
     what? I'm starving.

PUPKIN serves RITA.

                 RITA
     It always looks like they put worms
     in this stuff.

                   PUPKIN
     Just taste.

RITA tastes.

                 RITA
     Well, I guess it won't kill me.

                 PUPKIN
     This is supposed to be the finest
     Cantonese cuisine in the city.

                 RITA
     Yeah? Then what happened to the
     tablecloths?

PUPKIN drops his eyes.

                 RITA
     Oh, don't worry about it.   This is

     fine. (She takes a long drink) I'm
     having a good time. So you've been
     devoted to me, huh?

                 PUPKIN
     I used to see you at the Garden
     every year.

                 RITA
     Oh, the Follies. That was the right
     name for 'em. How did you know which
     one was me? We all looked like chickens.
     What I mean is, we all looked like the
     same chicken. I thought it was gonna be
     Rita Keane in the Ice Follies and I
     wind up looking like Henny Penny.

RITA chuckles to herself.

                 PUPKIN
     You just didn't get the breaks.

                 RITA
     Breaks, bullshit! My parents didn't
     have the money for the right coach.
     But what difference does it make?

She starts laughing to herself.

                 RITA
     I remember once we were down in
     Atlanta and the ice machine broke
     down. We did three hours of slush.
     Everyone was falling on their faces
     and hopping up with their arms open
     for a bow like the whole thing was
     planned. And the people ate it up.

                 PUPKIN
     I liked the show.

                 RITA
     Yeah? The Follies? You really must
     have been carrying the torch. What
     did you think when I got married?
     You knew I got married?

                 PUPKIN
     I knew it wouldn't last.

                 RITA
     You think I should have married you,
     instead, huh?

                 PUPKIN
     Peter Drysdale!     Really, Rita!

                 RITA

     If he'd only been hit by a train.
     He was worth a helluva lot more dead
     than alive, I can tell you that.

RITA raises her glass to the WAITER who is standing nearby,
talking with another WAITER. As she does, a nice-looking
young MAN sitting in the middle aisle raises his glass of
beer to her and drinks it, as a kind of toast. RITA
smiles briefly and her eyes return to PUPKIN. The YOUNG
MAN is seated behind PUPKIN, facing RITA. The WAITER comes
over and collects the glass. Throughout the rest of the
scene, a subtle flirtation continues between RITA and the
YOUNG MAN.

                 PUPKIN
     Are you seeing anyone?

RITA starts for a moment, thinking PUPKIN has caught her
looking at the YOUNG MAN.

                 RITA
     What do you mean?

                 PUPKIN
     I want to know about the competition,
     that's all.

                 RITA
     Well, tomorrow night, I've got a date
     with Joe Namath -- you know Joe. And
     Thursday --- let's see --

                 PUPKIN
     I'm serious, Rita.

                 RITA
           (imitating him)
     I'm serious, Rita. (In her own voice)
     Sure I see people. I'm not a nun, Rupert.
     I see a lot of people.

                 PUPKIN
     Anyone special?

                 RITA
           (chuckling)
     You mean am I "going steady"?   Rupert,
     I'm thirty-one years old!

                 PUPKIN
     What about that guy tonight?

                 RITA
     Him?

                 PUPKIN
     Why him?

                 RITA
     What am I supposed to do, huh? Sit
     home watching TV? He's just some guy.
     He's got his own aluminum siding
     business. He comes into the city
     sometimes, that's all.

                 PUPKIN
     You don't go out with him for his
     money?!?

                 RITA
     Oh, horrors! Look, Rupert, what do
     you think they pay me in that dump?
     Ninety-five bucks. And you don't get
     the world's greatest tippers in there
     either. Somebody has to take care of
     me.

                 PUPKIN
     That's what I want to talk to you
     about, Rita.

The WAITER arrives with RITA's drink.

                 PUPKIN
     Who's your favorite movie star?

                 RITA
     You are, Rupert.     Especially your nose.

                 PUPKIN
     Just tell me.

                 RITA
     Is this some kind of game? Are you
     going to tell me something about my
     character?

                   PUPKIN
     You'll see.    Give me his name.

                 RITA
     I can't think of anybody.

                 PUPKIN
     You've got to have one, Rita. Everybody
     does.

                 RITA
     Okay. Okay. Let's see.       (pause)
     Marilyn Monroe.

PUPKIN slowly pulls out a leather-bound book from his
inside jacket pocket.

                   RITA
     Oh, Rupert!    Are we going to exchange

     phone numbers!?

PUPKIN expertly flips to a middle page in the book and,
keeping the book open, his finger pointing under a name,
he turns the book to RITA.

                 RITA
     That's her name.

                 PUPKIN
     Her name! She signed this herself,
     especially for me.

RITA starts flipping through the book, curious about the
other names. She isn't paying any attention to what PUPKIN
is saying.

                 PUPKIN
     She wasn't a great actress but she had
     a real gift for comedy. She died
     tragically, you know, alone, like so
     many of the world's most beautiful
     women. I'm going to see that doesn't
     happen to you, Rita.

                 RITA
     Who's this one?

PUPKIN checks the book.

                 PUPKIN
     Burt Reynolds.

                 RITA
     Oh yeah, the guy with no clothes.
     Who's this?

                   PUPKIN
     Mel Brooks.

                   RITA
     And this?

                 PUPKIN
     Carol Burnett.

                   RITA
     No kidding.    How about this?

                 PUPKIN
     Glenda Jackson.

                 RITA
     Never heard of her.

                 PUPKIN
           (pointing to other names)
     And that's Woody Allen and there's

     Ernie Kovacs -- he's dead -- and that
     one's Lauren Bacall.

                 RITA
     You don't really know any of these
     people?

                 PUPKIN
     Take a look at this.

PUPKIN flips to one of the back pages and shows a name to
RITA.

                 RITA
           (squinting)
     I can't make it out.

                  PUPKIN
     Try.

                 RITA
     This is really weird handwriting!

Exasperated, PUPKIN follows the name in question with his
index finger.

                 PUPKIN
     Rooooper ....

                 RITA
           (guessing)
     Redford!

                 PUPKIN
     That's Robert Redford.

                  RITA
     It is?

                   PUPKIN
     No!    It's ... it's Rupert Pupkin

PUPKIN tears out the page and hands it to her shyly.   RITA
just stares at it and back at PUPKIN.

                 PUPKIN
     Don't lose it. It's going to be worth
     something in a couple of weeks.

RITA start laughing.

                 PUPKIN
     That's what I've been trying to tell
     you. Things are really breaking for
     me. I'm ticketed for stardom.

RITA laughs harder, despite efforts to be serious.

                 PUPKIN
     Only a couple of hours ago, I was
     talking to Jerry Langford, the Jerry
     Langford. Stop it, Rita!

RITA pulls herself together for a moment.

                 PUPKIN
     We were talking about my doing my act
     on his show.

                 RITA
           (suppressing a smile)
     Your act?

                    PUPKIN
     Get    that guy you knew from Clifton out
     of    your head right now. You're looking
     at    Rupert Pupkin, Rita. Rupert Pupkin,
     the    new King of Comedy.

RITA starts laughing hysterically, in spite of herself.

                 RITA
           (getting a grip on herself)
     I'm sorry.

                 PUPKIN
     Why not me, Rita? A guy can always
     get what he wants if he's willing to
     pay the price. All it takes is a
     little talent and sacrifice and the
     right break. If you've got a friend
     in the right place, that's all it
     takes. And that's exactly what I
     have going for me right now. After
     all, crazier things have happened.

RITA listens silently for a moment, then begins to giggle.
As PUPKIN resumes speaking, we CUT between RITA and the
YOUNG MAN. Their flirtation picks up steam. The YOUNG MAN
raises his eyebrows as if to ask, "Are you interested in
me?" She smiles. All the while, PUPKIN rattles on.

                 PUPKIN
     You just don't realize what a shot on
     the Langford Show can mean. That's
     coast to coast, national TV, a bigger
     audience than the greatest comedians
     used to play to in a lifetime. A shot
     like that means a free ticket on the
     comedy circuit -- Flip Wilson one week,
     Cosby the next, then Sonny and Cher or
     Carol Burnett. And you've always got
     those other talk shows to fall back on
     -- Carson, Griffin. And all that leads
     straight in one direction, Rita --
     Hollywood! That's when we really start

     living. How does this sound to you --
     a beach house in Malibu, right on the
     ocean. You'll get a beautiful tan,
     believe me. And we'd keep a suite at
     the Sherry. That's the only place to
     stay when you're big. We could get
     something on a top floor and look down
     on all our old friends in Clifton and
     just laugh. How does that sound to you?

                 RITA
     It sounds wonderful, Rupert, and I
     really hope you get what you want.
     But it's getting late and I'm a working
     girl. You know what I mean?

The telephone at the back of the restaurant starts ringing.
A WAITER in the background moves slowly to answer it.

                 PUPKIN
     You going to spend the rest of your
     life in that place? Is that what you
     really want, talking about nothing with
     nothings? I thought you wanted something
     a little better than that and that's what
     I'm offering. Every King needs a Queen,
     Rita. I want you to be mine. What do
     you say?

                 RITA
     You really want to help me out? You
     see this. (She points to her lower
     back molar) A hundred seventy-five
     bucks. If you could spare fifty, say,
     until next Monday, that would keep
     three people really happy -- me, my
     landlord and my dentist.

During RITA's speech, the WAITER has been working his way
from the phone booth towards the front of the restaurant.

                 WAITER
     Telephone for you, Miss.

                 RITA
           (looking puzzled)
     Me? Nobody knows I'm here.   You didn't
     tell anybody, did you?

                 PUPKIN
     No.

                 RITA
           (getting up)
     What the hell's going on?

CAMERA FOLLOWS RITA, who walks to the back of the
restaurant and picks up the dangling receiver in one of

     the two facing booths, the other of which is occupied.

14   INT:   THE PHONE BOOTH - NIGHT

                        RITA
            Hello?

                        MAN'S VOICE
            Hi.

                        RITA
            Who is this?

                        MAN'S VOICE
            Who do you think it is? I've been
            staring at you all evening.

                        RITA
            Where are you?

     The YOUNG MAN taps forcefully with his index finger on the
     glass door of his booth. RITA, hearing the noise, turns
     around and finds herself staring at the YOUNG MAN. She
     smiles.

                                      CUT TO:

15   INT:   THE RESTAURANT - NIGHT

     PUPKIN at the table looking over the check. He gets out a
     ten dollar bill. RITA emerges from the booth in nervous
     high spirits.

                        RITA
                  (with repressed gaiety)
            You know who that was -- the bar.       I
            have to go back to work.

                        PUPKIN
            How did they know you were here?

                        RITA
                  (gathering her things)
            I guess I must have told them.      They
            need someone right away.

                        PUPKIN
                  (accusingly)
            You don't even care, do you?

                         RITA
            Oh, no.   I do. Really!

                        PUPKIN
            It's not the bar, Rita.    Don't tell
            me it's the bar.

                        RITA

            Don't be angry. It has nothing to
            do with you. I had a nice dinner,
            really. It was great seeing you
            again.

     PUPKIN stare at her icily.

                          RITA
            Come on.    Let's see a smile.

                        PUPKIN
            Why don't we finish the evening up
            at the bar together? End the evening
            where it began?

                        RITA
            After what happened there?

                        PUPKIN
            Well, I could at least drop you off!

                        RITA
                  (hurriedly making up her face)
            That's okay. Really. I can manage.
            Why don't you just go to a movie or
            something? Don't let me spoil your
            evening.

                        PUPKIN
            But that wouldn't be right.

     RITA gets up and stands before PUPKIN.

                        RITA
                  (firmly)
            Look, Rupert. It's been a lot of fun,
            really. I'll see you sometime, huh?

                         PUPKIN
            But Rita!

     RITA starts moving towards the door.

                        RITA
            Come on, Rupert.      I'm in a hurry.

     RITA marches out with PUPKIN trailing behind. He throws
     the check and the ten dollar bill at the CASHIER.

16   EXT.   THE STREET - NIGHT

     CAMERA FOLLOWS PUPKIN as he streaks out the door and jumps
     into the adjacent doorway, immediately peering down the
     street. He spies the YOUNG MAN and RITA walking about
     three quarters of a block down and follows them, keeping
     out of sight. They turn occasionally to see if he's
     around, then stop turning. They go around the corner and
     disappear into a large apartment building. PUPKIN rushes

     after them,   positioning himself across from    the building.
     He searches   the windows for some clue as to    where they
     have gone.    Finally a set of lights go on on    the fourth
     floor and a   MAN's shadow is seen closing two    sets of
     blinds.

                                    CUT TO:

17   INT:   THE APARTMENT BUILDING FOYER - NIGHT

     PUPKIN enters the building and finds himself in a small
     entranceway. The door to the lobby is locked. Next to
     the door, on the wall, are listed the tenants, their
     apartment numbers and a button next to each name. There is
     an intercom speaker. There are eight apartments listed on
     the fourth floor, running from 4A to 4H. PUPKIN looks them
     over, takes a deep breath and pushes 4A.

                                    CUT TO:

18   INT:   YOUNG MAN'S APARTMENT - NIGHT

     It is an extremely well-furnished studio apartment with all
     the requirements of a contemporary bachelor pad -- an
     imitation bearskin rug, nice bookshelves including an
     elaborate stereo system, recessed lighting, including a
     soft spotlight on the Queen-sized bed with its pseudo-satin
     cover. The YOUNG MAN and RITA stand in the middle of the
     room. RITA looks about uneasily. No intercom buzzer sounds.

                        YOUNG MAN
            Welcome to the pleasure dome.

                        RITA
            You don't kid around, do you?

                        YOUNG MAN
                  (smiling)
            I do alright. What's your libation?

                        RITA
            Huh?

                        YOUNG MAN
            Your potion. Your drink.

                        RITA
            Bourbon and soda.   Make it light.

     The YOUNG MAN goes to his chic little bar and starts fixing
     RITA a strong bourbon and soda. He also fixes himself a
     strong scotch and water. As he works, they talk.

                        YOUNG MAN
            You from the South?

                        RITA
            Me?

                        YOUNG MAN
            That's what Southern people drink.
            Lots of bourbon.

                        RITA
            What do people from Jersey drink?

                        YOUNG MAN
            I make it a point to study things
            like that. It's important to know
            people's backgrounds, their tastes,
            their culture. It gives you a little
            head start.

     The YOUNG MAN turns from the bar and hands RITA her drink.

                           YOUNG MAN
            I'm Chet. Whom do I have the
            pleasure of serving?

                          RITA
            I'm Mary.

                        YOUNG MAN
            Pleased to meat you, Mary. (He lifts
            his glass) To our evening.

                                     CUT TO:

19   INT:   THE ENTRANCEWAY - NIGHT

     PUPKIN stands before the intercom.

                          WOMAN'S VOICE
            Who?

                          PUPKIN
            Rita Keane.    I want to talk to her.

                          WOMAN'S VOICE
            Rita Keane?

                        PUPKIN
            That's right. Oh, never mind.      I
            must have the wrong apartment.

                        WOMAN'S VOICE
            There's no Rita here.

                           PUPKIN
            I know.     I know. I'm sorry to bother
            you.

                        WOMAN'S VOICE
            You must have the wrong apartment.

                          PUPKIN

            I'm sorry.

     PUPKIN pushes 4B.

                                      CUT TO:

20   INT:   YOUNG MAN'S APARTMENT - NIGHT

     RITA is seated on the couch. The YOUNG MAN is putting a
     record on the phonograph. Once again, the intercom doesn't
     sound. PUPKIN has drawn another blank.

                        YOUNG MAN
            Leisure is America's fastest growing
            industry. Did you know that? Think
            about it. Short work weeks, more
            vacation. People need something to
            do with all that time and that's where
            I come in. Leisure Villages, Inc.
            We buy land an hour or so outside
            your metropolitan centers. We set
            up the bungalows, dig some lakes, lay
            out a golf course, you know, fix the
            whole place up so it's usable. Then
            young, personable guys like me show
            the people around. It the guy seems
            tight, we point out the investment
            factor. If he's a swinger, well,
            the bungalows are very private. If
            he's a sports nut, we talk up skiing
            and fishing and tennis.

     The phonograph starts playing Burt Bachrach.

                        YOUNG MAN
            What's your work, Mary?

     The YOUNG MAN walks back to her and stands over her.

                         RITA
            Me.   I fly for National.

                        YOUNG MAN
                  (delighted)
            No kidding?

                        RITA
            What's that smell?

                        YOUNG MAN
            Sandalwood incense. It seemed very
            you.

                                      CUT TO:

21   INT:   THE ENTRANCEWAY - NIGHT

     PUPKIN yells into the intercom.

                        PUPKIN
            I said I'm sorry!

     We hear the intercom at the other end click off.   PUPKIN
     pauses a moment and pushes 4C.

                                       CUT TO:

22   INT:   YOUNG MAN'S APARTMENT - NIGHT

     RITA and the YOUNG MAN are seated on the couch. Still no
     buzzer. As the YOUNG MAN talks, RITA is staring at a
     woman's shoe lying underneath a small table that holds a
     lamp.

                        YOUNG MAN
            Did you know that you have remarkable
            hair?

                        RITA
            Yeah? You know what?       I feel like
            going to a movie.

                         YOUNG MAN
            Now?

                       RITA
            Sure. Why not? It's only twenty of
            ten. We can make a ten o'clock show.

     The YOUNG MAN takes her hands and looks deep into her eyes.

                        YOUNG MAN
            Why don't we make our own movie?

                          RITA
            No.    I don't think so.

                        YOUNG MAN
            Don't be so uptight. Give it a chance.

                        RITA
            I want to go to the movies, that's all.

                        YOUNG MAN
            We can go to the movies later.

     RITA pulls her hands away.

                        RITA
            Let's stop playing games, okay.
            I'm not a kid.

                        YOUNG MAN
            You have something against pleasure?

                         RITA

            I'm just not interested in being
            tonight's ritual sacrifice, okay?

                        YOUNG MAN
            Shall I freshen up your drink?

     RITA shakes her head.

                        YOUNG MAN
                  (growing irritated)
            What exactly did you think we were
            going to do up here?

                                       CUT TO:

23   INT:   THE ENTRANCEWAY - NIGHT

     PUPKIN pushes 4D and waits.

                         MAN'S VOICE
                 Yeah?

                                       CUT TO:

24   INT:   YOUNG MAN'S APARTMENT - NIGHT

     The YOUNG MAN is practically sitting on RITA's lap.   He
     has RITA backed up against the end of the couch.

                        YOUNG MAN
            Look, if you've got sexual problems
            let's talk about them. It helps
            clear the air.

                        RITA
            There's nothing wrong with me.

                        YOUNG MAN
            Then it's me?

                        RITA
            I don't even know you.

                        YOUNG MAN
            Then find out. Sex is a great way
            of breaking down barriers.

                        RITA
            I don't think so.

                        YOUNG MAN
            I'm sure this could lead to something
            beautiful.

     The YOUNG MAN kisses RITA roughly.

                        YOUNG MAN
            Passive resistance, huh?

                        RITA
            Let's just write this thing off as
            a big mistake. What do you say?

                        YOUNG MAN
            What's wrong with me?

                         RITA
            Nothing.   I just want to go home.

                        YOUNG MAN
            I can see I'm not turning you on.

                        RITA
                  (smiles)
            You noticed that, huh?

                         YOUNG MAN
            Come on.   What's wrong with me?

                        RITA
            You really want to know?

                        YOUNG MAN
            Yeah.

                        RITA
            How can I put it? Well, it's like
            you've got your fly open and your
            tongue hanging out.

                                      CUT TO:

25   INT: THE ENTRANCEWAY - NIGHT

     PUPKIN, growing more frantic, pushes 4E.

                                      CUT TO:

26   INT:   YOUNG' MAN'S APARTMENT - NIGHT

     The YOUNG MAN is all over RITA.      No buzzer sounds.

                        YOUNG MAN
            I'm really a very sensitive person.

                         RITA
            Come on.   Get offa me.

                        YOUNG MAN
            Sometimes I write poetry.

     RITA pulls herself away.

                        RITA
            No!

                        YOUNG MAN
            So you wanna play hard to get, huh?

     The YOUNG MAN grabs her.

                                      CUT TO:

27   INT:   THE ENTRANCEWAY - NIGHT

     PUPKIN, even more desperate, pushes 4F.

                        OLD LADY'S VOICE
            ¿ Que es, por favor?

                                      CUT TO:

28   INT:   YOUNG MAN'S APARTMENT - NIGHT

     The YOUNG MAN is strong-arming RITA who is beginning to
     get frightened.

                         RITA
            Come on.   Let's talk this over.

                        YOUNG MAN
            I admire you very much.    I respect
            you, Mary.

                        RITA
                  (her eyes beginning to fill
                  with terror)
            You're hurting me.

                        YOUNG MAN
            I'm only doing what you want.

                        RITA
                  (pleading, on the verge
                  of tears)
            Oh, please.

                                      CUT TO:

29   INT:   THE ENTRANCEWAY - NIGHT

     PUPKIN, frantic, pushes 4G.

                                      CUT TO:

30   INT:   THE YOUNG MAN'S APARTMENT - NIGHT

     The YOUNG MAN has RITA securely pinned and is starting to
     undo her blouse. She is desperate.

                        YOUNG MAN
            Afterwards, you'll thank me.

     The buzzer sounds with great force.        It is one, long,

     protracted blast that breaks the YOUNG MAN's concentration.
     RITA takes advantage of the distraction to grab her bag
     and rush out as the buzzer continues to sound.

                                      CUT TO:

31   INT:   THE ENTRANCEWAY - NIGHT

     PUPKIN still has his finger on 4G as RITA rushes out the
     EXIT door next to the elevator and comes rushing towards
     him. She is numb and emotionally exhausted.

                       PUPKIN
            Rita!

                        RITA
                  (in desperation)
            What do you want?

     RITA keeps walking out of the entranceway and onto the
     street. PUPKIN is at her side.

                        PUPKIN
            Don't be angry with me.     I was worried
            about you, that's all.

                        RITA
            Just go home and leave me alone.

     PUPKIN take off his jacket and puts if around RITA's
     shoulders.

                        PUPKIN
                  (quietly)
            Here. You'll need this.      It's getting
            chilly.

                        RITA
            I'm so bad.   I'm such a dummy.

                        PUPKIN
            Don't say that, Rita.     Everyone
            does crazy things.

                        RITA
            Not all the time.

                        PUPKIN
            I'll get us a cab.

     PUPKIN rushes into the street and hails a cab.

                                      CUT TO:

32   EXT: WEST 56th STREET BETWEEN EIGHTH AND NINTH AVENUES -
     NIGHT

     WE SEE the taxi pull up in front of one of those middle-

class tenements -- a fairly well-preserved six-story
building with a fire escape running up the front. PUPKIN
helps RITA out of the taxi. A dime bounces at PUPKIN's
feet.

                 CAB DRIVER'S VOICE
     Stuff it, big spender!

PUPKIN pays no attention.   He walks RITA to her front
stoop.

                 RITA
     Well, I guess you're entitled to come
     up for coffee.

                 PUPKIN
     That's okay, Rita. You're tired and
     I know I'm not always the easiest guy
     to be with.

There is a pause.

                 RITA
           (puzzled)
     What do you want, Rupert?

                 PUPKIN
           (softly)
     You don't understand anything, do you?
     I love you, Rita. I want to change
     your life ... if you'll only give me a
     chance.

RITA just shakes her head sadly.

                 PUPKIN
     Look, what if I arranged it so you
     could meet Jerry? You'd have to
     believe me if you heard it from him.

                 RITA
     There's no ...

                 PUPKIN
     I'll arrange that, Rita. We'll all
     go out to dinner some night or maybe
     out to his place, on a weekend. You'll
     see. The trouble with you is you've
     got no faith. Now go to bed and get a
     good rest and I'll see you in a couple
     of days.

PUPKIN gives RITA a very gentle, sweet kiss on the
forehead.

                 PUPKIN
           (gently)
     Now run along in.

     RITA just stares at him.

                        PUPKIN
            Go on.

     RITA turns slowly and goes in.       She looks back.   PUPKIN is
     gone.

                                       FADE TO:

33   EXT:   MADISON AVENUE AND 48th STREET - DAY

     PUPKIN carries a large manila folder into 424 Madison.        As
     usual, he is impeccably dressed.

                                       CUT TO:

34   INT:   OFFICES OF KOERNER-LIBERMAN TRAVEL - DAY

     It is a large corner office, broken up by glass dividers.
     A RECEPTIONIST sits at a desk facing the door. PUPKIN enters.

                        RECEPTIONIST
            Yes.

     PUPKIN hands the RECEPTIONIST the package.

                        PUPKIN
            I need somebody to sign. You can sign
            anything you want -- Cary Grant, Art
            Carney, I don't care.

     The RECEPTIONIST signs.

                        PUPKIN
            Would you mind very much if I used
            your phone? It's local.

                        RECEPTIONIST
            Don't be, long. Dial nine.

     PUPKIN takes out a little piece of paper from his suit
     pocket and dials a number.

                        PUPKIN
                  (tense, nervous)
            May I speak to Jerry Langford, please?
            Thanks ... Jerry Langford, please.
            Rupert Pupkin ... Jerry knows. I'm
            calling at his request ... I see.
            That's alright. I'll call him again.

                        RECEPTIONIST
            That's not Jerry Langford, the ...

                         PUPKIN
                   (smiling proudly)

            That's right.   Thanks for your phone.

                                    CUT TO:

35   EXT:   TIMES SQUARE - DAY

     PUPKIN approaches Times Square phone booth. He rests a
     few folders on a trash basket just outside the booth. He
     enters the booth and dials.

                        PUPKIN
            Jerry Langford, please ... May I speak
            to Jerry Langford, please ... Rupert
            Pupkin, I called earlier ... I see.
            How long do you expect that'll last?
            Oh, fine. I'm at (PUPKIN checks the
            number on the phone) CH 4-1482 ... I'll
            be here for another half hour, forty-
            five minutes. Please be sure he gets
            my message. Thanks.

     PUPKIN hangs up.

                                    CUT TO:

36   EXT:   TIMES SQUARE - DAY

     A SHOT of the clock on the Allied Chemical Building. It
     reads 10:10. A nearby record store starts blasting music
     into the street through a loudspeaker. The music serves
     as background for a montage in which we CUT BETWEEN the
     clock, which moves in bites towards 11:30 to Broadway as
     it looks to PUPKIN in the booth -- that cavalcade of
     hustlers, whores, housewives, kids, weirdos and working
     people; and SHOTS of various people waiting to use the
     phone -- their impatience, anger, disgust. Each time one
     of them arrives, PUPKIN pretends to thumb through the phone
     book and dial a number. WE WATCH him chatting with
     animation until the waiting party leaves. Then WE SEE him
     push the coin return to retrieve his dime. Finally, PUPKIN
     takes a last look at the clock.   WE SEE that it reads
     11:30. He leaves the booth and goes to the trash basket.
     His packages have been swiped.

                                    CUT TO:

37   EXT:   AN UPPER BROADWAY HIGH-RISE OFFICE BUILDING - DAY

     WE SEE PUPKIN enter. He is watched by a plain girl of
     about twenty in a black raincoat and a floppy black hat
     whom we recognize as MARSHA.

                                    CUT TO:

38   INT:   A CORRIDOR IN THE HIGH-RISE OFFICE BUILDING - DAY

     PUPKIN emerges from the elevator and walks down the
     corridor looking for the door the Jerry Langford Show

     offices.   He finally finds it and enters.

                                        CUT TO:

39   INT: THE RECEPTION AREA OF THE JERRY LANGFORD SHOW
     OFFICES - DAY

     A bored, plump, middle-aged RECEPTIONIST sits behind a
     large desk that holds a phone receiver connected to a
     small switchboard. PUPKIN presents himself.

                         RECEPTIONIST
            Yes sir?

                        PUPKIN
            Mr. Langford, please.

                         RECEPTIONIST
            Your name?

                          PUPKIN
            Pupkin.    Rupert Pupkin.

     The RECEPTIONIST puts a call through. Wide-eyed, PUPKIN
     observes the blow-ups of Langford talking with various
     celebrities.

                                        FADE TO:

40   INT:   A TELEVISION STUDIO - DAY

     LANGFORD is seated at his desk on stage and PUPKIN is his
     guest. WE SEE television cameras and in the background,
     the control room.

                        PUPKIN
            You know the secret of dieting, Jerry?
            Grapefruit. It's good for you. It's
            filling. And it's low in calories.

                        LANGFORD
                  (to the camera)
            Take note of that, you ladies.

                        PUPKIN
            As a matter of fact, yesterday I went
            to the outdoor market near where I
            live and I bought twenty grapefruit.
            The grocer looked at me and said,
            "What are you gonna do with all those?"
            So I bent over and told him (in a
            confidential tone) "I'm gonna take 'em
            back to Florida and set 'em free!"

     LANGFORD and the AUDIENCE laugh heartily.

                                        FADE TO:

41   INT:   THE RECEPTION AREA -- DAY

                        RECEPTIONIST
                  (holding the phone and
                  talking to PUPKIN)
            I'm sorry, Mr. Pupkin, but Mr. Langford's
            secretary has no record of any appointment.

                          PUPKIN
            Pardon me?

                        RECEPTIONIST
            Mr. Langford's secretary has no
            record of any appointment.

                        PUPKIN
            Well, technically speaking, I don't
            actually have an appointment. Jerry
            asked me to call him today and when
            I couldn't get through, I thought ...

     As PUPKIN talks, a VISITOR has entered and stands behind
     him waiting for the RECEPTIONIST's attention.

                           RECEPTIONIST
            I see.     (Into the phone) He says Mr.
            Langford    asked him to call. (To
            PUPKIN)     Mr. Langford's secretary wants
            to know    what this is in reference to.

     The RECEPTIONIST glances past PUPKIN to the VISITOR
     waiting.

                        RECEPTIONIST
                  (to PUPKIN)
            Would you mind talking to her yourself?

     The RECEPTIONIST hands the phone to PUPKIN and occupies
     herself with the VISITOR.

                        PUPKIN
            Hello? ... Jerry and I discussed
            my being on the show last night and
            he told me to call ... No. I don't
            mind.

     PUPKIN hands the phone back to the RECEPTIONIST.

                        PUPKIN
            I'm supposed to wait.

     The RECEPTIONIST listens to the phone for a moment and then
     hangs up. The VISITOR has just disappeared into the back
     offices. PUPKIN stands there, smiling politely at the
     RECEPTIONIST who returns a professional smile.

                        PUPKIN
            Who was that gentleman?     (PUPKIN

     indicates with a glance to the
     entrance to the back offices that
     he is referring to the VISITOR)

                 RECEPTIONIST
     Mr. Gangemi.

PUPKIN draws a complete blank but wants to appear
knowledgeable.

                  PUPKIN
     Oh, I see.   Mr. Gangemi.

                 RECEPTIONIST
     He takes care of our air conditioning.

CATHY LONG emerges from the back offices. She is a tall,
modishly-dressed, attractive woman in her early thirties.

                 CATHY LONG
     Uh ... Mr. Pupkin?

                  PUPKIN
     Yes?

                 CATHY LONG
     I'm Cathy Long.

                 PUPKIN
     I'm Mr. Pupkin.

                 CATHY LONG
     Can I help you?

                 PUPKIN
     I'm sorry, but you are?

                 CATHY LONG
     I'm Bert Thomas' assistant.

                 PUPKIN
     Bert Thomas?

                 CATHY LONG
     He's our executive producer.

                 PUPKIN
     Oh, yes. I'm sure he is. But, you
     see, I've already talked directly
     with Jerry about my being on the show
     and he told me to get in touch with
     him. I'm just here to follow up on
     that.

                 CATHY LONG
     What do you do, Mr. Pupkin?

                  PUPKIN

     Stand-up comedy.

                   CATHY LONG
     Fine.    Where are you working?

                 PUPKIN
     Well, right now I'm developing new
     material.

                 CATHY    LONG
     I see. Well, as     soon as you start
     performing again,    let us know where
     you are and I'll    send my assistant
     down to check you    out.

                 PUPKIN
     Sure. Sure. But that's not necessary,
     Miss Long. Jerry and I already went
     over all this.

                 CATHY LONG
     Does Jerry know your work?

                   PUPKIN
             (nodding)
     Yes.    I don't think he does.

                 CATHY LONG
     You don't happen to have a tape or a
     demo that we might listen to?

                 PUPKIN
     Oh, sure. I've got lots of tapes.
     That's no problem.

                 CATHY LONG
     Good. Why don't you just send one
     to us and I assure you we'll listen
     to it promptly.

                 PUPKIN
     Great. I'll do that. I can see
     that'd be a lot easier for Jerry.
     Thanks a lot, Miss Long.

                 CATHY LONG
     Don't mention it, Mr. Pupkin.     Now,
     if you'd excuse me ...

                   PUPKIN
     Sure.    Sure. Thanks again.

CATHY LONG leaves. PUPKIN, left standing there, smiles at
the RECEPTIONIST who returns another professional smile.

                 PUPKIN
           (to the RECEPTIONIST)
     Thanks.

                                      CUT TO:

42   EXT:   THE UPPER-BROADWAY HIGH-RISE OFFICE BUILDING - DAY

     PUPKIN comes out of the building elated. He is immediately
     confronted by MARSHA. PUPKIN continues to walk as MARSHA
     skips beside him.

                        MARSHA
            I've got to speak to you for a minute.
            I'm Marsha.

                         PUPKIN
            Yeah.   I know.

                        MARSHA
            Look. Did Jerry say anything about
            me last night?

                        PUPKIN
            I'm really in a hurry, Marsha ...

                        MARSHA
            Was he angry? ... In the car last night,
            I saw you. Did he talk about me?

                        PUPKIN
            I thought that was you.     That was
            some stunt.

                        MARSHA
            What did he say?

                        PUPKIN
            We didn't talk about you.

                        MARSHA
            You know Jerry?

                        PUPKIN
            Yeah.

     MARSHA thrusts an envelope into PUPKIN's hands.

                        MARSHA
            Give him this for me.

                        PUPKIN
            Why don't you ...

                        MARSHA
            Because I can't! Please. I need
            your help. You'll be my friend forever.
            Come on. I'll buy you something.
            What do you want?

     She takes a great messy bunch of bills out of her raincoat

     pockets and jams them into PUPKIN's hands.

                        PUPKIN
            I don't want this.

                         MARSHA
            Take it.   I can get all I want.

     PUPKIN shrugs and pockets the money.

                         PUPKIN
            Okay.   I'll try.

                        MARSHA
                  (turning cold)
            Don't try. Do it.       Remember.   We
            just made a deal.

     PUPKIN stares at the envelope.

                        MARSHA
            And don't open it.    It's private.

                         PUPKIN
            Okay.   Okay.

                        MARSHA
            How soon can you get it to him?

                        PUPKIN
            I don't know. Couple a days.

                        MARSHA
                  (menacingly)
            You'd better.

      MARSHA turns and walks in the direction from which they
      came. CAMERA FOLLOWS PUPKIN who walks on for a block or
      so, then opens the envelope. It contains a set of
      apartment keys, a scrap of hand-knitted woolen cloth and a
      note in lipstick that reads: "I've made you a sweater,
      honey. Come try it on. I miss you. Love, M. 74 East
      83rd Street, Apartment 2B!" He takes out the money
MARSHA
      gave him. There are wads of tens, twenties and fifties
      with a sprinkling of fives and ones.

                                     CUT TO:

44   EXT:   A TIMES SQUARE HOTEL - DAY

     The hotel is just one step up from a flophouse. WE SEE
     PUPKIN enter.

                                     CUT TO:

45   INT:   PUPKIN'S ROOM - DAY

PUPKIN enters. WE SEE that it is a small room, furnished
by the hotel in the plainest way. Nicely-done home-made
collages of show business figures decorate the drab green
walls. The room is neat and clean. PUPKIN goes directly
to a plain table which holds two tape recorders -- one a
small cassette the other a large table tape recorder. He
picks up the microphone of the larger one and speaks into
it.

                  PUPKIN
     Testing.   Testing.   Testing.

In the following montage, we hear in the background the
replay of his "testing, testing testing" and various
other noises -- a bit of his voice taped, a burst of
laughter, the squeal of a tape recorder sent fast-forward,
a sudden burst of applause, a scrap of theme music. At the
same time, the CAMERA PANS about the room.    We look
at the collages which include all the obvious show business
figures, with a heavy emphasis on comedians from Chaplin
and Keaton to Sid Caesar and Woody Allen. The collages
also include such varied figures as Jimmy Carter, Julia
Childs, Tom Seaver, David Brinkley, Muhammad Ali, Clifford
Irving, Walter Cronkite and Mark Spitz. There is a special
Kennedy section -- John F. and Bobby framed in black,
Jackie in mourning and a picture of Teddy. There is also a
trio of assassins -- Sirhan, Oswald and James Earl Ray.
There is also a talk show collage with a photo of Langford
in the center like a sun surrounded by Snyder, Walters,
Carson and Griffin. One bookshelf holds a veritable
library of comedy -- joke books, biographies of comedians,
treasuries of American humor. Another shelf holds scores
of tapes in their own little boxes, each one neatly marked,
i.e., "LANGFORD MONOLOGUES:    7/5/72 to 9/9/72." "MISC.
MONOLOGUES 6/13/68 to 8/1/69."

                              CUT TO:

PUPKIN sitting before the tape recorder lost in thought.
Finally, he starts the larger recorder and lifts the mike.

                 PUPKIN
     First, Miss Long. Thanks very much
     for your help at the office and for
     passing this along to Jerry. I
     appreciate it more than you know.

PUPKIN stops the tape recorder and thinks again for a few
beats. He then starts the large recorder.

                 PUPKIN
     Now, Jerry. Before I begin, I just
     want to thank you for listening to
     this material and for the opportunity
     that you've given me. You know, lots
     of people think that guys like you,
     you know, people who have made it,
     lose their feeling for struggling

     young talent such as myself. But
     now I know from experience that those
     people are just cynics, embittered
     by their own failure. I know, Jerry,
     that you're as human as the rest of us,
     if not more so. (pause) Oh well, I
     guess there's no point going on about
     it. You know how I feel. So let's get
     on with the show.   The best of Rupert
     Pupkin! I've sketched out this little
     introduction in order to save you a
     little time. So close your eyes and
     imagine it's exactly six o'clock.
     You're standing in the wings and we
     hear Rick Ross and the Orchestra strike
     up your theme song.

PUPKIN pushes a button on the cassette and we hear the
theme song of the Jerry Langford Show, followed by the
voice of BERT CANTER, the announcer.

                 BERT CANTER'S VOICE
     And now, direct from New York, it's
     the Jerry Langford Show! Tonight,
     with Jerry's special guest ...

PUPKIN deftly shuts off the cassette and substitutes his
own voice for that of CANTER's. The large tape recorder
keeps rolling.

                 PUPKIN
     ... the comedy find of the year making
     his television debut, Rupert Pupkin, the
     King of Comedy!

PUPKIN rapidly races the cassette tape forward, then pushes
down the "play" button. We hear a burst of thundering
applause. PUPKIN lets the applause run for a while and
then shuts it off. The large recorder keeps rolling.

                 PUPKIN
     Now you come on, Jerry, and do your
     monologue. Then, when the time comes,
     this is how I see you introducing me.
     You'll say something like this.
     "Ladies and Gentlemen we're going to
     do something a little bit different
     tonight. It isn't often that you can
     call someone a sure thing in the
     entertainment business. After all,
     the verdict is always in your hands.
     But I think after you've met my next
     guest, that you'll agree with me that
     he's destined for greatness. So,
     now, will you please give your warmest
     welcome to the newest King of Comedy,
     Rupert Pupkin!!!"

     PUPKIN pushes the cassette and we hear another enormous
     burst of applause. PUPKIN lets it run, listening intently.
     He stands up and faces a wall of his room, still holding
     the microphone. WE SEE that the wall is covered by a huge
     blow-up of an audience laughing and applauding.

                                    CUT TO:

45   INT:   THE LANGFORD TELEVISION STUDIO - NIGHT

     WE SEE a real audience laughing and applauding.

                                    CUT TO:

     PUPKIN strides triumphantly onto the stage, nodding to
     acknowledge the applause. He stops center stage as the
     television cameras maneuver about him.

                                    CUT TO:

     A SHOT of the "APPLAUSE" sign flashing, then stopping.
     Still, the applause goes on.

                                    CUT TO:

     PUPKIN    raises his hands to quiet the audience. After a few
     moments    the applause dies down, except for a pair of hands
     in the    center of the orchestra. PUPKIN peers out to see
     who is    still applauding.

                                    CUT TO:

     RITA, in the middle of the audience, applauds
     enthusiastically.

                                    CUT TO:

     PUPKIN on stage.    PUPKIN gives RITA a special smile and
     nod.

                        PUPKIN
            Will somebody tell that lovely lady
            that the applause sign is off.

     The audience laughs.

                                    CUT TO:

46   INT:   PUPKIN'S ROOM - DAY

     PUPKIN stands facing the "audience" still holding the mike.

                        PUPKIN
            That's a possible introduction, Jerry.
            Now let's move on to my act.

                                    CUT TO:

47   INT:   THE RECEPTION AREA OF THE LANGFORD SHOW - DAY

     PUPKIN is pacing. He is wearing another suit, this one a
     broad-lapelled-grey. He is freshly shaved, is hair neatly
     combed, his shoes carrying a bright shine. He clutches a
     small flat box, neatly wrapped with the words 'FOR JERRY
     LANGFORD" written clearly across the top in large print.
     CATHY LONG emerges from one of the back corridors into the
     reception area.

                        CATHY LONG
            Yes?

                        PUPKIN
                  (suddenly a bit shy)
            I didn't want to take any chances
            with this ... uh ... Miss Long, so I
            ... uh ... thought I'd just bring it
            here myself.

     He hands CATHY LONG the package as though it contained
     nitroglycerine.

                        CATHY LONG
            We talked about this this morning,
            did we, Mr. ... ?

                         PUPKIN
            Pupkin.   Rupert Pupkin.

                        CATHY LONG
            Oh, yes. It's been some day. (pause)
            Well, I certainly appreciate your
            bringing this over, Mr. Pupkin, and
            we'll listen to it as soon as possible.

                        PUPKIN
            Fine. Er ... you don't have any idea
            how soon that might be?

                        CATHY LONG
            Well, you can try checking with us
            tomorrow. We might know something
            by then. Otherwise, it'll have to
            be Monday.

                        PUPKIN
            What if I just sort of waited around
            here today, just in case? I'll stay
            out of the way.

                        CATHY LONG
            You'd just be wasting your time,
            Mr. Pupkin. We won't know anything
            until tomorrow at the earliest.

                        PUPKIN
            Oh, I wouldn't consider it a waste of

            time at all.    I'd be glad to do it.

                        CATHY LONG
            Look, why don't you try us tomorrow.
            Okay?

                        PUPKIN
            Tomorrow? ... Right. I'll do that.
            Thanks a lot, Miss Long. And thank
            Jerry.

     CATHY LONG smiles at     PUPKIN and    goes, leaving PUPKIN
     staring at a picture     of LANGFORD    on the wall. WE FIX on
     LANGFORD a moment and     PULL BACK    to see LANGFORD in what
     PUPKIN would imagine     his office    to be.

48   INT:   AN OFFICE - DAY

     A large, corner office furnished in royal red, with high
     ceilings and a huge desk. Potted palms and hydrangeas rest
     on a marble floor. LANGFORD is moving about restlessly,
     clutching PUPKIN's tape in one hand and waving it about.
     PUPKIN is seated on a comfortable couch.

                          LANGFORD
            Dynamite!    This is dynamite!

                        PUPKIN
                  (shyly)
            You think so, Jerry?

                        LANGFORD
            Look, I've been at this for fifteen
            years, Rupert, and I haven't come up
            with anything like this -- not me,
            not any of my writers.

                        PUPKIN
                  (smiling with obvious
                  pleasure)
            Well, I'm glad you like it, Jerry.

                        LANGFORD
            Tell me something, Rube. (pause)
            How do you do it? I'm not asking
            to use the material myself. I just
            want to know how you (LANGFORD waves
            his arms in a gesture of frustration)
            how you do it.

                        PUPKIN
            Well, I don't know if I can explain
            it, really.

                          LANGFORD
            Come on.    Try, Rube.

                         PUPKIN

            Well,    it just sort of comes. I think
            about    my life, see, mainly about the
            worst    parts, all the awful things, and
            I just    try to see them in a funny light.
            That's    all.

                        LANGFORD
                  (eagerly)
            Is that what you do? The worst parts,
            and then you look at them in a funny
            light? Is that what you do?

                        PUPKIN
            More or less. It's hard to describe
            how its happens.

                        LANGFORD
            But that's just it, Rube. It doesn't
            happen for me. Why do you think the
            show is in so much trouble? By the
            time I've done my monologue, everyone
            has switched to Carson. Maybe if you
            did a little writing ... ?

                        PUPKIN
            Sure, Jerry, I'd do anything I could
            to help out.

                        LANGFORD
            You would? Great. Why don't you
            come out to my place this weekend
            and we'll hash it out. I'm having
            a few of my friends but we should be
            able to get a little work in.

                        PUPKIN
            Would you mind if I brought someone?

                        LANGFORD
                  (smiling)
            A girl, Rube?

                        PUPKIN
            A very special girl, Jerry.

                        LANGFORD
            I'd love to meet her.

49   THE HIGH-RISE OFFICE BUILDING ON UPPER BROADWAY - DAY

     PUPKIN emerges, lost in thought. Suddenly he notices
     MARSHA waiting nearby. She doesn't see PUPKIN. He sneaks
     off.

                                      CUT TO:

50   EXT:   U.N. PLAZA - DAY

     It is a bright morning. LANGFORD, attempting to camouflage
     himself by wearing a cap over his eyes and his trench coat
     collar turned up, his eyes hidden behind dark glasses,
     walks out of the building. A DOORMAN is standing by the
     door.

                          DOORMAN
            Cab, Jerry?

                        LANGFORD
            That's alright, thanks.

     WE FOLLOW LANGFORD as he walks. Some people don't notice.
     Others stare but leave him alone, a few commenting to their
     companions and pointing at him. A CAB DRIVER pulls
     alongside.

                        DRIVER
            Hey, Jerry. My brother can sing
            and juggle at the same time. How
            about puttin' him on your show?

     LANGFORD keeps walking.

                        DRIVER
            How about it, Jerry?

                        LANGFORD
            Sorry, I'm off duty.

                                      CUT TO:

51   EXT.   A MANHATTAN STREET - DAY

     LANGFORD stands at the corner, next to a middle-aged
     COUPLE.

                        WOMAN
            You're Jerry!!

     LANGFORD pulls his cap a little more tightly around his
     eyes.

                        WOMAN
            You know something.   (She giggles)
            I undress in front of you every night
            and Larry here doesn't mind at all.

                        LARRY
            I can't get anything started with her
            until you're off the air. Your show
            is ruining my sex life, Jerry.

                        LANGFORD
            Well then, you'll just have to put
            on a better show than I do.

                                      CUT TO:

52   EXT:   BROADWAY, A FEW BLOCKS SOUTH OF LANGFORD'S OFFICES -
     DAY

     WE WATCH LANGFORD continue to walk, feeling what it is to
     be a celebrity out in public. After a few beats, we

                                      CUT TO:

53   EXT:   BROADWAY - DAY

     WE SEE MARSHA trailing LANGFORD. LANGFORD notices her and
     starts walking quickly. MARSHA walks quickly. LANGFORD
     starts jogging. MARSHA starts jogging. Finally, LANGFORD
     breaks into a sprint. MARSHA runs after him. LANGFORD
     disappears into his office building. MARSHA arrives
     several seconds later.

                           MARSHA
            Jerry!     God damnit!

     Just as MARSHA turns around, PUPKIN, unaware of her, walks
     cheerfully into the building.

                                      CUT TO:

54   INT:   RECEPTION AREA OF JERRY LANGFORD SHOW OFFICES - DAY

     PUPKIN enters. The same middle-aged, plump RECEPTIONIST
     is seated behind the desk.

                           RECEPTIONIST
            Yes, sir?     (recognizing him)   Oh, hi.

                         PUPKIN
            Hi.   How are you?

                          RECEPTIONIST
            Not bad.

                          PUPKIN
            I'm fine.

                        RECEPTIONIST
            Can I help you?

                        PUPKIN
            I'd like to see Jerry, please.

                        RECEPTIONIST
            You are ... ?

                          PUPKIN
            Mr. Pupkin.

                        RECEPTIONIST
            Just a minute.

The RECEPTIONIST dials a number.

                 RECEPTIONIST
     Mr. Pupkin is here ... That's right
     ... (to PUPKIN) She'll be with you
     in a minute.

                   PUPKIN
     Who?

                   RECEPTIONIST
     Miss Long.

                 PUPKIN
     But I wanted to see Jerry.

                 RECEPTIONIST
     Mr. Langford's not in. Miss Long
     will take care of you.

                   PUPKIN
     Alright.

PUPKIN paces for a few beats. He smiles at the
RECEPTIONIST. A beat later, CATHY LONG comes out,
carrying the tape in its box.

                   CATHY LONG
     Mr. Pupkin?

                 PUPKIN
     How are you today?

                 CATHY LONG
     Fine, Mr. Pupkin. Thank you for
     your tape. We listened to it with
     great interest. And, frankly, Mr. Pupkin,
     we saw a lot of good things in what
     you're doing. We feel you have good
     potential. Very good potential.

                 PUPKIN
           (smiling)
     Thanks.

                 CATHY LONG
     That's why I'll be honest with you,
     Mr. Pupkin ...

                   PUPKIN
     Yes?

                 CATHY LONG
     We just don't think you're ready yet.

                 PUPKIN
           (baffled)
     Not ready?

            CATHY LONG
Well, we just don't feel right now
that you're right for Jerry.

            PUPKIN
      (rapidly, half-listening)
Right for Jerry. Sure.

            CATHY LONG
Some of the material ... some of the
one-liners, for instance ...

            PUPKIN
Yes?

            CATHY LONG
... were not very strong.

            PUPKIN
You didn't care for some of the jokes,
is that it?

            CATHY LONG
That"s right.

            PUPKIN
Good. Good. I can take care of
that right way. Thanks. Just tell
me the ones you think should go.
That would be a big help. (to the
RECEPTIONIST) This is great. (to
CATHY LONG) Which ones?

            CATHY LONG
Well, it's not just that, Mr. Pupkin.
You see, Jerry likes to panel his
guests, you know, chat with them
afterwards.

             PUPKIN
Sure.   Sure.

            CATHY LONG
And frankly, we just don't feel you've
got very much to talk about right now.

            PUPKIN
But I've got my whole life to talk
about!

            CATHY LONG
Which is interesting to you, I'm sure
and to your wife ... and to a few
friends. But we feel that you should
keep developing your act. Test it in
some live situations. There are a
number of clubs in the city you can

     try. And after a reasonable period,
     get in touch with us again and we'll
     be glad to send someone down to check
     out your progress.

PUPKIN stares at her for a few moments as the tension grows.

                 PUPKIN
     May I ask you a question, Miss Long?

                  CATHY LONG
     Of course.

                 PUPKIN
     Are you speaking for Jerry?

                 CATHY LONG
     Let's put it this way, Mr. Pupkin.
     Mr. Langford has complete faith in
     our judgment.

                 PUPKIN
     I'm sorry to have to say this, Miss
     Long, and I certainly don't want you
     to take it personally, but I have to
     tell you that I don't ... I don't
     have faith in your judgment.

                 CATHY LONG
     Well, I'm sorry you feel that way,
     Mr. Pupkin. But I'm afraid there's
     nothing that can be done about that.

                 PUPKIN
     No ... No ... I'm afraid I'll have
     to disagree with you again.

                 CATHY LONG
           (with strained politeness)
     That's your privilege, Mr. Pupkin.
     Now, if you'll excuse me, please, I
     have some things to do. I'm sorry
     the news isn't better.

CATHY LONG turns to go.

                  PUPKIN
     Miss Long?

CATHY LONG turns back.

                 PUPKIN
     When are you expecting Jerry in?

                 CATHY LONG
     He won't be in until very late this
     afternoon.

                 PUPKIN
     That's fine. Thank you.

CATHY LONG stares at PUPKIN for a moment, glances at the
RECEPTIONIST and then goes. PUPKIN takes a seat in the
reception area. He smiles once more at the RECEPTIONIST.
The RECEPTIONIST drops her eyes. A few beats go by. CATHY
LONG passes by the entranceway and glances at PUPKIN.
PUPKIN continues sitting there.

                 RECEPTIONIST
     Is there anyone else you would
     like to see?

                 PUPKIN
     That's alright. I'm happy just
     waiting.

A few beats pass in silence.

                 RECEPTIONIST
     Well, would you mind waiting outside,
     please, Mr. Pupkin? This is a reception
     area, not a waiting room.

                 PUPKIN
     I understand.

PUPKIN remains seated. A few more moments pass. Several
OFFICE PERSONNEL pass by the entranceway and glance at
PUPKIN. After a few more beats, a large, plainly-dressed
MAN in his mid-fifties emerges from the back offices. He
goes over to PUPKIN, who stands.

                 OFFICIAL
     Mr. Pupkin? I'm Raymond Wirtz, in
     charge of security for the Langford
     organization.

WIRTZ puts his arm on PUPKIN's shoulder and, as the
following dialogue unfolds leads him out the door, down
the corridor and into the elevator.

                 WIRTZ
     Now I think you understand that we
     have certain rules here that are
     essential to the smooth functioning
     of our operation.

                    PUPKIN
     Sure.     Sure.

                 WIRTZ
     And that without these rules, we really
     wouldn't be able to function at our
     best. You follow my point?

PUPKIN nods.

                        WIRTZ
            Now one of these rules is that only
            authorized personnel and those having
            official business with our organization
            are permitted on our premises. And
            that's why I'm asking you, Mr. Pupkin,
            to cooperate with us.

     They have reached the elevator and WIRTZ has pushed the
     button.

                        PUPKIN
            You want me to leave the building.

                        WIRTZ
            That's right. It's nothing personal,
            Mr. Pupkin. Just doing my job.

     The elevator arrives. WIRTZ signals with his head that
     PUPKIN should enter. PUPKIN gets in.

                        WIRTZ
            Have a pleasant day.

                                     CUT TO:

55   EXT:   STREET OUTSIDE THE LANGFORD BUILDING - DAY

     PUPKIN comes out and takes up a position outside the door,
     preparing to wait for LANGFORD. MARSHA sees him and comes
     over to him.

                        MARSHA
            Well, did you give it to him?

                         PUPKIN
                   (out of a daze)
            Huh?

                        MARSHA
            Did you get my letter to him?

                        PUPKIN
            He's not in there.

                        MARSHA
            Look, if you don't want to give it
            him, okay. I'll get somebody
            else. But don't try to con me.

                        PUPKIN
            I told you I'd try and I will. I'm
            going to wait for him right here.

                        MARSHA
            Give me the envelope, huh?

                        PUPKIN
            Sure, but ...

                        MARSHA
            I saw him go in myself!

                        PUPKIN
            Who?

                        MARSHA
            Jerry!

                        PUPKIN
            But they said he wasn't in.

                        MARSHA
            Just give me the envelope.

                        PUPKIN
            When did he go in?

                        MARSHA
            Ten minutes ago! That's when.

                        PUPKIN
            You sure?

                        MARSHA
            Look, I saw him my ...

                        PUPKIN
            And he hasn't come out?

                        MARSHA
            I've been standing right here.      Now
            how about it?

     PUPKIN turns and goes back into the building.       MARSHA yells
     after him.

                        MARSHA
            I'm staying right here!

                                      CUT TO:

56   INT:   RECEPTION AREA OF THE JERRY LANGFORD OFFICES

     PUPKIN enters briskly and goes up to the RECEPTIONIST.

                        PUPKIN
                  (with authority)
            Tell Jerry Langford I'm here, please.

                        RECEPTIONIST
            I'm sorry, sir. Mr. Langford's not in.

                        PUPKIN
            I happen to know he is.      So would you

            please tell him I'm here.

                         RECEPTIONIST
            I'm sorry.   He's not in.

                        PUPKIN
            You're putting your job on the line,
            lady.

     The RECEPTIONIST starts making a call inside. PUPKIN
     glances at her and walks right in to the inner corridors.
     He starts peering into the open doors of the offices that
     line the corridor. The whole place is like a gigantic
     maze. OFFICE PERSONNEL pass by him, taking no notice of
     him. He continues wandering around desperately, completely
     lost. A few beat later, he spots WIRTZ leading a pair of
     SECURITY GUARDS. PUPKIN keeps peering into offices quickly
     as he flees. The GUARDS and WIRTZ finally catch up to
     PUPKIN at the steno pool and, after a brief chase around
     the pool, they catch PUPKIN and subdue him. They start
     dragging him out past the eyes of the OFFICE PERSONNEL.

                        PUPKIN
                  (calling as he is dragged)
            Jerry! Jerry! (to WIRTZ) You're
            going the have a hell of a lot of
            explaining to do! (calling) Jerry!

                        WIRTZ
            You had your warning, Mr. Krupkin.

                         PUPKIN
            Jerry!   Help me. Jerry!

                                    CUT TO:

     A CLOSE-UP of PUPKIN as he is dragged out.

                        PUPKIN
                  (screaming)
            Jerry!

                                    CUT TO:

57   EXT:   LANGFORD BUILDING LOBBY AND EXIT - DAY

     WE WATCH the SECURITY GUARDS and WIRTZ pitch PUPKIN out
     into the street.

                        WIRTZ
            If we see your face again, Mr. Pupkin,
            we'll call the police.

                        PUPKIN
            Start looking for a new job!

     MARSHA comes straight up to PUPKIN who is brushing himself
     off. His eyes are glazed and distant.

                         MARSHA
            Well?

                         PUPKIN
            Huh?

                        MARSHA
            Does he have it?

                        PUPKIN
                  (abstractedly)
            Don't worry. I'll get it to him.

                         MARSHA
            Yeah?   When?

     There is a pause.

                        PUPKIN
            This weekend. He asked me to go out
            there, to his house.

                                  CUT TO:

58   THE BAR-RESTAURANT WHERE RITA WORKS - DAY

     PUPKIN enters the bar-restaurant. Through the window WE
     SEE him talking to RITA. He is voluble, animated. She
     looks skeptical, with a wry smile on her face. Finally WE
     WATCH him extract an answer from her. She shrugs, smiles
     and says yes. He comes walking out the door, his hounded
     expression softened by a smile.

                                  CUT TO:

59   INT:   THE FITTING AREA OF A MEN'S STORE - DAY

     WE WATCH PUPKIN getting fitted in a new suit, attended by
     a SALESMAN and a TAILOR.

                                  CUT TO:

60   INT:   LUGGAGE SHOP - DAY

     WE WATCH PUPKIN buy a suitcase.

                                  CUT TO:

61   INT:   CARTIER'S JEWELERS - DAY

     WE WATCH PUPKIN perusing the beautiful diamond, sapphire,
     and emerald rings and we take a few moments to PAN OVER
     these beautiful jewels as he sees them. Finally, he picks
     out a splendid ring with a single, middle-sized sapphire
     and hands a surprised SALESLADY the money in cash.

                                  CUT TO:

62   INT:   SUBURBAN TRAIN - DAY

     PUPKIN and RITA are seated side by side. Since it is
     Saturday morning, the train is sparsely populated. A
     CONDUCTOR has just finished taking PUPKIN's tickets. RITA
     is edgy. PUPKIN is strangely calm and a little remote.
     He is wearing his new suit.

                        RITA
            What are we going to do?

                        PUPKIN
                  (patiently)
            Look, I told you, I've got some work
            to discuss with him. That's all.

                        RITA
            But what about me?

                        PUPKIN
            You're with me.

                        RITA
            That's fine, but while you two are
            talking, what am I going to do?

                        PUPKIN
            You can chat with the other guests.

                        RITA
            I'm sure they'll be thrilled hearing
            about the wonderful world of draft beer.
            (pause) Let's tell 'em I'm a model,
            okay?

                          PUPKIN
            What?

                        RITA
            If they ask what I do, let's just say
            I model. You don't mind pretending
            just a little, do you?

                        PUPKIN
            If it make you feel better.

     There is a pause.

                           RITA
            This is    a gas! Too bad nobody'll
            believe    it. (pause) After you guys
            are done    working, what happens? Are
            we going    out someplace, or what?

                        PUPKIN
            I'm sure Jerry has something arranged.

     There is another pause.

                           RITA
            What do    these people do for fun?
            Do they    party or do freaky things
            or just    get drunk or ... I mean,
            What do    they do?

                        PUPKIN
            I guess they just sit around and talk
            and enjoy each other's company, like
            anybody else.

                        RITA
            Talk?!? What can you talk about
            for three or four hours?!

                           PUPKIN
            What do    you mean? They've got plenty
            to talk    about. They do things.    All
            kinds of    interesting things happen
            to them    and then they talk about them.
            What do    you think Jerry's show is all
            about?

                        RITA
            Yeah, a cocktail party with no drinks.
            That's what all those shows are. At
            least they help you get to sleep.

     There is a pause.

                        RITA
                  (glumly)
            Boy, this is going to be some great
            weekend.   I thought we were gonna
            have some fun.

                        PUPKIN
                  (smiling)
            Just take it easy, Rita.     Everything's
            going to be fine.

     WE MOVE IN for a CLOSE-UP of PUPKIN who is fading out.

                                      FADE TO:

63   EXT:   A NEO-CLASSICAL MANSION

     It is a large white house with colonial columns set in the
     middle of a palatial estate whose rolling lawns are
     punctuated with fine old trees. We circle around to the
     back where LANGFORD, a handful of his FRIENDS (which can be
     familiar television celebrities) and PUPKIN and RITA are
     just finishing a lavish lunch on the patio. A pair of
     SERVANTS are clearing the table and serving the coffee and
     desert as the scene unfolds. As we arrive, we hear a loud
     burst of laughter. PUPKIN is regaling the COMPANY with

stories.

                 PUPKIN
     Oh, you have no idea how bad it's
     gotten in New York. Now the muggers
     are so efficient that, each time
     they jump you, they take your name
     and address and put you on a mailing
     list. (the COMPANY chuckles) And
     once you're on the list, you're in
     real trouble, like this friend of
     mine who was mugged thirty-two times
     on his way home from work. (a little
     laughter from the COMPANY)

A SERVANT places the desert, a little, elegant tart, in
front of PUPKIN and RITA.

                 PUPKIN
           (to SERVANT)
     Thanks.

The SERVANT smiles. As PUPKIN continues his story, he
glances occasionally at RITA who has begun to nibble at her
tart. PUPKIN also glances conspiratorially at LANGFORD
who smiles back.

                 PUPKIN
     So what my friend does is get himself
     a dog, one of those huge German
     Shepherds. One night, he's walking
     the dog in Central Park when he hears
     this voice behind him. (in a German
     accent) Okay, Harry, drop your
     vallet and keep your hantz over your
     head or I bite your little fanny off.

The COMPANY breaks up.

                 ONE GUEST
           (to LANGFORD)
     Looks like you've found yourself a
     winner, Jerry.

                 LANGFORD
           (looking at PUPKIN)
     He's the one who found himself
     a winner.

RITA looks up, smiles and blushes. The rest of the COMPANY
smiles benignly and grows attentive as RIT