FADE IN:

           1   EXT. OFF COAST OF ANTIGUA, 1775 (BLACK & WHITE) - DAY          1   

               SUPER: "ANTIGUA, 1775" 

               A dinghy filled with five grizzled pirates rowing through 
               rough waters.  Two passengers, cleaner than the rest, sit in 
               the middle looking around quite nervously.

                                     PASSENGER#1
                         Ah... maybe this wasn't a good idea.  
                         I think that I...

                                     PIRATE#1
                         Ah, ne'r ye mind.  Capn's always 
                         lookin' fer fresh meat.  Er, new 
                         blood.

               One of the other pirates grabs his shoulder, making him jump.

                                     PIRATE#2
                         Yeah... 'sides, who wouldn't wanna' 
                         be parta' the fiercest crew afloat?  
                         Hmm?

               Laughs.  The small rowboat pulls up next to a large, fully 
               armored and decorated pirate ship.  The INFERNO.  It is 
               anchored closely to a strange, circular reef.  A rope ladder 
               is thrown over the port side for them to board ship.  Lots 
               of activity.  Two or three men are standing down on the reef.  
               A pirate slaps one of the passengers' butts as he climbs up.  
               The other is poked with a sword to hurry him up the ladder.

                                     PIRATE#1
                         Don' fall... wouldn't want ye ta 
                         feed the sharks a'for meetin the 
                         cap'n.

                                     PASSENGER#2
                         Sh-sharks?

               The men climb aboard and join the group on deck near the 
               mainmast.  Various remarks and catcalls mock the passengers 
               until everyone suddenly quiets down and looks toward the 
               captain's galley door.  It creaks open.  Out of the shadows, 
               a burly figure steps forth.  We only see him from the right 
               side.  There is a slight limp to his walk as he makes his 
               way to the center of the group.  He stops almost face to 
               face with the passengers.

                                     WILLY
                         Welcome aboard the Inferno.
                                                                        2.
               In an instant, we see his left side... and the decorated 
               patch covering his left eye.  ONE-EYED WILLY.  He is in his 
               mid-30's and doesn't look like your typical idea of a pirate 
               except for the eye patch.  He is clean-shaven and speaks 
               very well.

                                     WILLY (CONT'D)
                         I hear that you wish to become 
                         pirates.  
                              (He cracks a smile)
                         That true?

                                     PASSENGER#1
                         Yes... We do, sir.

                                     WILLY
                         Fine.  Then pirates you are.  Just 
                         not aboard this ship until you 
                         accomplish one thing.  

                                     PASSENGER#1
                         J-just one thing?  What "thing"?

                                     WILLY
                         The Gauntlet.

               The crew gives a deep moan, almost in unison.  Some laugh. 

                                     PASSENGER#2
                         What is the "gauntlet"?

                                     WILLY
                         Oh... nothing really.  Just a test.

               Two huge Samoan-looking pirates grab the passengers roughly 
               from behind.  Others begin tying ropes around their wrists.

                                     WILLY (CONT'D)
                         A simple test to see if you have 
                         what it takes to become a member of 
                         my elite crew of "ruthless 
                         barbarians".  All you have to do is 
                         retrieve a sword for me.  That's it.

               The pirates drag the frightened passengers towards the bow 
               of the ship, tying them to the wooden point in front.  They 
               toss them over the front so they are hanging upside-down by 
               their ankles -- just above and to each side of the carved 
               wooden lady that adorns the bow of the ship.  

                                     WILLY (CONT'D)
                         Unfortunately for you two, the weapons 
                         are located BENEATH the Inferno.
                         Attached to the centermost point of 
                         her lovely hull are your keys back 
                         onto the ship.  One for each of you.  
                         Bring them to me, and you shall reap 
                         the benefits of all that I have to 
                         offer.

               Two pirates carry over a large barrel and dump it overboard 
               beneath the passengers.  It is filled with bloody remains, 
               and quickly turns the water red.

                                     WILLY (CONT'D)
                         Oh.  There is a rope ladder at the 
                         stern of the ship.  If you still 
                         have an arm left by then, please 
                         feel free to use it.

               A shark fin pops out of the water below the men.  The water 
               starts to churn rapidly as several sharks vie for the chum.  
               It appears that they have been here for a while.  The pirates 
               aboard ship begin to howl and place bets.  Willy grins.  The 
               two passengers begin to scream as their ropes are cut from 
               the ship.  Passenger#1 is cut free first and lands roughly 
               on top of one of the sharks.  His hands are still tied 
               loosely.  He is desperately trying to free himself as 
               Passenger#2 splashes down beside him.  Sharks are everywhere.  
               Another barrel of chum is dumped on top of them.  Passenger#2, 
               covered in blood, reddish water, and meat chunks... gives a 
               brief terrified look at Passenger#1, but doesn't help him.  
               He takes a deep breath, then dives amid the sharks and starts 
               under the ship.  Passenger#1 frees himself, then breathes 
               deeply and dives under.

               UNDERWATER

               The water is very clear, and it is easy to see that the water 
               is alive with sharks.  Passenger#2 leads by about two body 
               lengths.  As passenger#1 starts off, a shark attacks him, 
               slicing into his leg.  Passenger#1 twists around to see the 
               beast gripping his leg and kicks roughly at the shark with 
               everything he has.  Another sharks brushes by his side.  His 
               heel connects with the eye of the shark, and he is released.  
               He spastically swims away with a trail of blood flowing from 
               the severe wound.  Passenger#2 has reached the center of the 
               ship where two swords are mounted in a small receded area 
               about four feet from each other on either side of the keel.  
               He reaches up and grabs the handle of the closest one.  As 
               quickly as he grabs it, two panels spring into place on each 
               side of his wrist... locking his arm inside.  He begins 
               panicking, wildly trying to get his wrist free.  Passenger#1 
               swims up seeing the other sword, then the trapped passenger.  
               He swims over to Passenger#2 and tries to help him.  Nothing.  
               He twists around and sees a very large shark heading toward 
               them.  He quickly pushes away and goes to the other sword.
               Instead of grabbing it, he kicks at it.  The sword falls out 
               as the panels slide quickly into place, trapping nothing 
               besides water this time.  He almost misses catching the sword 
               before it plunges into the depths.  He turns back to 
               Passenger#2.  Only an arm hangs from the trapped panel now.  
               A small trail of blood leads away from the limb.  He lets 
               out what remaining air that he has and swims up to the port 
               side of the ship.

               Bursting through the surface of the water, he gasps loudly 
               for air.  He is only a few feet from the reef.  The pirates 
               scream in support.  He swims rapidly to the reef, trying to 
               climb up.  A shark swims by.  The four pirates on the reef 
               quickly push him back into the water!

                                     PIRATE#3
                         Uh-uh!  Ye ain't finished yet... ye 
                         gotta' get ta' the ship!

               With his leg trailing a lot of blood, he swims rapidly towards 
               the stern of the ship.  A shark bumps him as he rounds the 
               aft of the Inferno.  A rope ladder is mounted to the stern.  
               The pirates are staring down at him, screaming in support.  
               Exhausted, he fumbles for the rungs.

                                     PIRATE#1
                         Ye better jump, flea!

               The pirate points behind Passenger#1.  A shark fin is speeding 
               towards him.  He quickly tries to climb the ladder, but he 
               is tired, has a sword in one hand, and his wounded leg isn't 
               working very well.  Just as the shark is about to bear down 
               on him, he is pulled up with the ladder by the group of 
               pirates.  They cheer loudly as they grasp his wet clothes 
               and pull him aboard.  He collapses onto the deck, bleeding 
               and breathing heavily.  Willy steps up to him.

                                     WILLY
                         Well, men... it appears that we have 
                         a new shipmate!

               Cheers.  Passenger#1 weakly raises his sword into the air.  
               Willy reaches down, pulling him to his feet.  He stumbles.

                                     WILLY (CONT'D)
                         Someone attend to his leg!  We don't 
                         need another damn peg leg aboard!

               A pirate with a bone peg leg hurries forward with bandages 
               and starts to work on Passenger#1's wound. 

                                     PASSENGER#1
                              (weakly)
                         How many have...
                                                                       5.
                                     WILLY
                         Huh?  Speak up, mate!

                                     PASSENGER#1
                         How... How many have made it though 
                         that alive? 

                                     WILLY
                         None!  You are the first, Matey.  
                         Not too easy, was it?

               A lot of shouting and pointing.  A small dinghy has made its 
               way to the ship.  A man hurriedly climbs aboard and heads 
               directly toward Willy.  He is out of breath and sighs deeply 
               before speaking.

                                     MESSENGER
                         They 're almost upon us.  A ship 
                         just pulled into port and said they 
                         passed 'em on the way in.  A DAY'S 
                         travel!  THEY ARE ALMOST HERE!  

                                     PIRATE#1
                         Ye said we had weeks, Cap'n!

               There is much excitement on board.  Everyone has turned to 
               face Willy as if expecting answers that he doesn't have.

                                     PIRATE#2
                         Yeah!  Wha' happened?  We...

                                     WILLY
                         ENOUGH!  The English have gained on 
                         us sooner than I had planned, but 
                         all is not yet lost.
                              (He motions toward 
                              the side of the ship 
                              where the reef is)
                         Close it up... NOW!  We are leaving!

                                     PIRATE#1
                         But Cap'n... there are MEN down there!

                                     WILLY
                         I don't care!  Let God worry about 
                         them -- Not me.

               Willy smiles at the new passenger, then turns and heads back 
               to his quarters.

                                     WILLY (CONT'D)
                         And get that man a change of clothes.  
                         He's a welcome addition to the crew!

               He slams the door shut behind him.

           2   EXT. - INFERNO - NIGHT                                         2   

               The ship crashes through the waves.  Windswept pirates cover 
               the deck, rushing to and fro.  Standing on the poop deck, 
               Willy stares into the night behind them through a spy glass.  
               A single light can barely be seen on the horizon.

                                     PIRATE#2
                         Cap'n?  Anything?

                                     WILLY
                         Yes.

               Time passes.  Various images of a very long and rough trip.  
               The English ship is much faster and is gaining.  There is a 
               firefight.  The Inferno is outgunned.  Damaged, they try to 
               flee.  The English ship follows.

           3   EXT. INFERNO - DAY                                             3   

               Willy is staring back at the very close ship.  He looks down 
               at a crude map.  A pirate comes running up to him, breathless.

                                     PIRATE#1
                         Cap'n!  They says there's a cave 
                         aroun' the bend a bit!  Can barely 
                         be seen from the nest...

               He motions up to crow's nest perched on the masthead.

                                     WILLY
                         And?

                                     PIRATE#1
                         We was thinkin' that we could pull 
                         the Inferno inside.  You know, so...

                                     WILLY
                         Big enough for her, eh?  Hmmm.  If 
                         they pass by, we can swing around 
                         behind her...
                              (pauses)
                         Aye.  DO IT!  NOW!

               An Instant flurry of action begins aboard the Inferno.

                                     WILLY (CONT'D)
                         Cut her as close to the shore as ye 
                         can!  We need to make it in before 
                         they can see around the bend!  MOVE, 
                         fer God's sake, MOVE!  Man the hand 
                         lead and lines!

                                                                         7.
           4   INT. CAVE ABOARD THE INFERNO - DARKNESS                        4   

               Pirates crouch in the shadows peering out between the gunwale.  
               The Inferno is tucked silently within the darkened walls of 
               a VERY large cave.  The men watch silently as the trailing 
               ship rounds the bend outside the cave about 1000 yards out 
               at sea.  It continues without slowing.  The men aboard the 
               Inferno begin to smile.  

               Suddenly, the smiling stops.  The ship starts to turn towards 
               them.  It is obvious that they have been seen.  The crew 
               starts scurrying to their posts.  They are trapped.  The 
               ship outside moves into place and starts firing towards the 
               cave.  Gradually, the cannons begin to find targets.  The 
               cave starts to collapse around the Inferno.  Willy stands at 
               the stern of his ship... shadows of the collapsing cave dance 
               across his hardened face until all that is left is darkness.

                                                                    CUT TO:

           5   INT. - ONE-EYED WILLY'S HOUSE O' ANTIQUES - DAY                5   

               BEGIN CREDITS.

               During the credits, we are privy to the many objects of 
               curiosity lining the walls of the shop.  There is a framed 
               yellowed newspaper article about the discovery of an 
               empty pirate ship off the coast of Hawaii, and another 
               on the arrest of the Fratelli family thanks to a group 
               of kids from the Goon docks.  Somewhere among the articles 
               we even catch a glimpse of the map & doubloon that led 
               to the original adventure.  At the end of the credits 
               there is a framed photo of the original group of Goonies 
               huddled together: MIKEY, BRAND, CHUNK, DATA, MOUTH, ANDY, 
               & STEF.

               END CREDITS. 

               A hand reaches down and grasps an inhaler next to the 
               cash register.  MIKEY inhales deeply, then begins to 
               breathe normally.  He is now in his mid 20's, but will 
               never appear to be his true age.  The front door of the 
               shop creaks open, accompanied by the sound of the 
               connected chimes.  Mikey looks up from the dusty book 
               that he is reading to see an elderly man, CHESTER 
               COPPERPOT III, enter the store.  He is in his fifties, 
               and is obviously well-to-do.  The door slowly closes 
               behind him as he steps toward the front counter, staring 
               off distantly.  Mikey straightens himself up a bit.

                                     MIKEY
                    Good afternoon, Sir.

               The man seems to ignore him.  He turns, appearing to be 
               looking for something.
               He walks briskly toward the display case containing the 
               MEDALLION & SKELETON KEY from the first film.  He brushes 
               his fingers gently across the top... almost caressing 
               the glass.  Mikey comes out from behind the counter as 
               the man attempts to open the case.

                                     MIKEY (CONT'D)
                    Uh, Sir that is not for sale.  It's 
                    only a display...

                                     CHESTER
                         Twenty-Five thousand.

               Mikey stumbles a bit.

                                     MIKEY
                         Excuse me?

                                     CHESTER
                         Twenty-Five thousand.  Cash.

                                     MIKEY
                         F-For those...?

                                     CHESTER
                              (Slowly. Pronounced.)
                         Each.

               The man has not yet looked at Mikey.  Suddenly, the door 
               swings open behind them.  TAMI enters the store.  She is 
               about the same age as Mikey, and obviously knows him 
               quite well.

                                     TAMI
                         Hi, Babe...
                              (spotting the 
                              customer)
                         Oh, sorry.

               She quietly goes behind the counter.  Mikey slowly turns 
               back to Chester nervously.

                                     MIKEY
                         I, uh, can't.  Did you say... 
                         "Each"?

                                     CHESTER
                              (Finally looks up 
                              at Mikey)
                         I will pay you fifty thousand 
                         dollars cash for these two pieces.

               Tami's attention is instantly hooked by his words.
                                                                       9.
                                     MIKEY
                         No.  No, I can't.  They're special -- 
                         we went though a lot together.

               Tami moves in from around the counter.

                                     TAMI
                         Mike...

                                     CHESTER
                         Mr. Walsh, EVERYTHING has a price.  
                         What do you need from me to make 
                         us BOTH happy?  Just say a number.

                                     TAMI
                         Mikey...

                                     MIKEY
                         No.  I'm sorry, they are not for 
                         sale.

               Mikey turns from him, and heads back to the counter.  
               Chester stands there for a moment before heading for the 
               door.  He is obviously annoyed.  Tami trails after him.

                                     TAMI
                         Uh, Mr... let me talk to him.  
                         He's just...

               They both exit to the street.  Through the window we can 
               see them talking.  He hands her something, then goes to 
               his car.  She returns inside.

                                     TAMI (CONT'D)
                         Mikey, do you realize what we 
                         could do with that money?  We...

                                     MIKEY
                         Yes, Tam.  I know.
                              (takes a deep breath 
                              from the inhaler.)
                         Those aren't really mine to sell.  
                         They were a gift from a VERY old 
                         friend. 

               Tami stares, her face very slowly changing from confusion 
               to love.  She moves forward, gently touching his face.

                                     TAMI
                         You know that they have treatments 
                         for obsessive-compulsive disorder, 
                         right?
                              (pauses with a smile)
                         Ok, Mr.  You win.
                         You get to keep your trinkets.  
                         We can squalor in poverty for 
                         now.

               They embrace.  Behind him, she tosses the BUSINESS CARD 
               that Chester handed her onto the counter.  It lands face 
               down.

      6   T. INT. - OREGON STATE PRISON -- EVENING                            6   

               An INMATE lazily rolls a cart covered in books, magazines, 
               and newspapers down the row of prison cells.  He hands a 
               few books through the bars of a couple cells.  At one, 
               we see a HAND poke out with two packs of cigarettes.  He 
               takes them, giving a sly glance around -- then reaches 
               under the stack of magazines and gives the hand a copy 
               of PLAYBOY.  He wheels up to the next cell and stops.  
               JAKE FRATELLI is laying on his cot.  He looks up at the 
               INMATE and gives a crooked smile.

                                     JAKE
                         Whatcha' got, Buzz?  Any hacksaws 
                         today?

                                     INMATE
                         Yeah, but I just gave the last 
                         one away to someone who knows how 
                         to use it.

                                     JAKE
                         Oh, that hurt.  Just gimme' my 
                         paper.

               The INMATE takes the top newspaper, and begins to pass 
               it through the bars.  GUARD1 steps up and swipes it from 
               his hand before JAKE takes it.  The INMATE looks at the 
               guard, then pushes his cart forward to the next cell.

                                     GUARD1
                         What the hell's this shit?
                              (reading the paper)
                         The "Astoria Times Delta"?  How 
                         cute... Why do YOU care what goes 
                         on in Astoria -- ain't like you're 
                         ever gonna' go back, Jake.

               JAKE stands up, pressing his face against the bars.

                                     JAKE
                         I like to read the obituaries... 
                         hoping I might find someone I know.

                                     GUARD1
                         Oh, yeah... ain't that the section 
                         where I found your mother's picture?  
                         Geez, you'd think she could at least 
                         crack a smile.

               Jake's eyes widen, furious.  He swings his arms out between 
               the bars, trying to grab the guard.

                                     JAKE
                         You son-of-a-bitch!  I'll get YOUR 
                         damn picture in the paper... she 
                         died in PRISON.  I didn't even get a  
                         chance to see her!

               The guard backs away quickly, laughing as he smacks at Jake's 
               hand with the rolled up newspaper.  He tosses the paper to 
               the floor near the cell.

                                     GUARD1
                         Kill a federal agent, and you deserve 
                         to die in the CHAIR.  Not a prison 
                         cell.  She got lucky.  Tell your 
                         brother I send my regards.  I heard 
                         he's been raked over so many times 
                         now that he's gotta' wear Diapers.

               The guard heads off with a smirk.  Slowly, Jake reaches down 
               and picks up the paper without lifting his eyes off the guard.  
               He mumbles to himself as he lies down on his bunk to read 
               the paper.

                                                                   CUT TO: 

           7   EXT. DATA'S HOUSE - DAY                                        7   

               A MAILMAN opens the mailbox located outside DATA'S house, 
               and inserts a few pieces of mail.  Along the side of the 
               mailbox are the words, "RICK WANG".  As soon as the door is 
               closed, a light activates on the front of the box.  The 
               mailman shakes his head and walks off.  The mailbox starts 
               to tilt at an odd upward angle until all of the mail slides 
               back into the clear chute that serves as the post the box 
               sits on.  It disappears underground.

           8   INT. DATA'S HOUSE - DAY                                        8   

               Inside, the mail shoots out of a tube onto a strange sorting 
               machine.  It takes each piece of mail individually, opening 
               the side with a sharp letter opener.  A tweezer-like arm 
               separates the sides of the envelope and removes the letters 
               from inside.  One particular letter looks as if it is written 
               on old parchment paper.  The armature moves this letter over 
               to the adjoining computer and slides it into a flatbed 
               scanner.
               The monitor next to it begins displaying the full screen 
               image as it is scanned into the system:

               "Ye are invited to the wedding of Michael "Mikey" Walsh and 
               Tami Lynn Springmeyer"

               It is a fancy wedding invitation made up to look like a 
               treasure map.  There is a big red "X" over Astoria, Oregon.  
               The modem starts dialing out.

           9   INT. KATTEL TOYS, DATA'S OFFICE - DAY                          9   

               DATA, now in his late 20's, is seated at his computer.  He 
               is the lead toy designer for Kattel Toys.  Various posters 
               and items he's created decorate his wild office.  A poster 
               for "Slick Shoes" hangs behind him.  A VOICE comes across 
               his computer speakers.

                                     VOICE
                         You've got mail.

               Data leans forward and clicks on an icon.  The Wedding 
               invitation appears on his screen -- instantly scanned and 
               mailed from home.  As he reads, a smile forms.

                                     DATA
                         All Right!  He's gettin' married!

          10   INT. DEVEREAUX HOME - DAY                                     10   

               STEF sits at her sculpting wheel, hands covered in wet clay.  
               In one hand, she has the wedding invitation.  Her eyes are 
               wide with excitement as she hurriedly pushes the buttons on 
               the phone to dial out.  It rings.  MOUTH answers on the other 
               end.

                                     MOUTH (O.S.)
                         Clarke Devereaux here.

                                     STEF
                         Mikey's getting married!  In Astoria!

                                     MOUTH (O.S.)
                         Whoa, whoa... Mikey WALSH?  Shit, 
                         you sure, Babe?

                                     STEF
                         Of course I'm sure, Dork.  Why would 
                         I say that if I wasn't sure?  I have 
                         the invitation right here!

          11   INTERCUT - FRONT OF CITY HALL, BEAVERTON, OR - DAY            11   

                                     MOUTH
                         I love when you call me names, Stef.
                                                                        13.
               He is on his Cellular phone, and surrounded by election signs 
               covered with his name and picture.  He is running for public 
               office.  A lady walks up and shakes his hand while he is on 
               the phone.

                                     MOUTH (CONT'D)
                         When's the wedding?

                                     STEF (O.S.)
                         You have to wait until you get HOME 
                         to find out.  Soon I hope?

                                     MOUTH
                         You wanna' get all "Demi Moore" with 
                         the clay again?
                              (chuckles)
                         I should be home in a bit, Stef
                              (pause)
                         Yeah, I love you too.

               He hangs up the phone and smiles at a few of the people 
               passing by.  He hands out a few election buttons.

                                     MOUTH (CONT'D)
                         Wow... Mikey.  Married.

          12   INT. CHUNK'S UC BERKELEY DORM - DAY                           12   

               A student wearing a Berkeley T-shirt walks down the dorm 
               hallway waving a letter above his head.  He yells down the 
               hallway.

                                     STUDENT
                         Lawrence!  You got a letter here... 
                         looks kind of strange.  LAWRENCE!

               CHUNK pokes his head out of his room.  He is no longer 
               overweight, and actually looks quite serious now.

                                     CHUNK
                         Yeah?  What is it?

                                     STUDENT
                         Weird, man.  Looks like an invitation 
                         or something.

               He tosses the old-parchment envelope at Chunk.

                                     STUDENT (CONT'D)
                         What the hell does "Chunk" mean?

               Chunk stares down at the envelope.  "Lawrence 'Chunk' Cohen" 
               is written in decorative calligraphy on the front.  Dazed, 
               he backs quickly into his dorm room and shuts the door.  He 
               rips open the envelope and pulls out the invitation.
               As he reads it, his face lights up.  He starts to scream in 
               excitement.  The student in the hallway hears this, then 
               walks away shaking his head.

                                     STUDENT (CONT'D)
                              (to himself)
                         What a freak.

          13   INT. LUMBER MILL, ASTORIA, OREGON, DAY                        13   

               Extremely dirty from work, BRAND is standing reading though 
               the invitation.  People are working all around him.  Saws, 
               forklifts, etc.  By the look on his face, this is his first 
               time reading the letter.  He looks ecstatic.

                                     BRAND
                         Hey, everyone!  My brothers getting 
                         married!

               Through all the noise, a few guys look over confused.  Not 
               sure what he said.

                                     WORKER#1
                         "You lover's getting carried?"  What 
                         the hell does THAT mean, Brand?

                                     BRAND
                         No... My...

               He waves for a few of the machines to stop.

                                     BRAND (CONT'D)
                         My BROTHER'S getting MARRIED!

               There is an awkward pause.

                                     WORKER#2
                         And you're happy?

                                     WORKER#1
                         Poor bastard.

               The machines start back up, and everyone goes back to work.  
               One worker walks past brand and pats his back.

                                     WORKER#3
                         Sorry, Bud.  Better him than you.

               Brand is oblivious to them, and walks off smiling.

          14   INT. PRESCHOOL CLASSROOM - DAY                                14   

               ANDY is on the phone at the back of the classroom.  Children 
               are playing loudly throughout the room.  A few are finger 
               painting near the front.

                                     ANDY
                         Are you sure?

                                     STEF (O.S.)
                         What is it with you people?  Chunk 
                         was the one who made up stories... 
                         not me.  Of course I am sure.  I 
                         have the invitation right here.

                                     ANDY
                         Wow.  It almost feels surreal.  What's 
                         her name?

                                     STEF (O.S.)
                         Tami.  Cute.  I didn't even know he 
                         was dating anyone.

                                     ANDY
                         Do you... do you think Brand will be 
                         there?

                                     STEF (O.S.)
                         Duh.  It's his brother.  Of course 
                         he will be there.  Why?  Uh-Oh... A 
                         coal still burning in the fire?  I 
                         thought you were living with that 
                         prissy model guy, Jason.

                                     ANDY
                         Well... It's a long story.  He was 
                         just the short version of it.  
                         Everyone seems so... Boring.

               One of the kids purposely steps on a plastic squirt bottle 
               of blue paint.  It sprays all over one of the other kids, 
               and the chalkboard behind.  Screaming.

                                     ANDY (CONT'D)
                         Oh, crap.  Gotta' go, Stef.

                                     STEF (O.S.)
                         Call me...

                                     ANDY
                         I will!

               She hangs up, and heads over to the newly created mess.

                                                                    CUT TO:

          15   INT. OREGON STATE PRISON -- NIGHT                             15   

               Feet clicking down the darkened hallway.  Two prison guards 
               stop in front of JAKE'S cell.  The door slides open.  Jake 
               is asleep in his rack.  Guard1 steps inside, quietly.
               The other one stands outside of the cell.

                                     GUARD1
                         Pssst.  Hey, Dirtbag.

               Jake quickly wakes up, scared.

                                     JAKE
                         Yeah, yeah?  Who... the hell?
                              (realizing who it is)
                         I didn't do nothin'!  I --

                                     GUARD1
                         Get up, you're coming with us.  Now.

               Jakes looks around quickly.  Something isn't right.  He looks 
               worried.

                                     JAKE
                         Look, Man.  I'm OK with you sayin' 
                         crap about my Mom.  Say whatever you 
                         want --

                                     GUARD1
                         Shut the Hell up, Jake.  You have 30 
                         seconds, or I am going to walk out 
                         of here without you.

               Jake looks up confused.

                                     JAKE
                         So... all I have to do is lay here 
                         and you'll leave?

                                     GUARD1
                         You don't WANT me to leave without 
                         you.  Trust me.

               Jake slowly starts to get out of bed.  He reaches over for 
               his pants and starts to put them on while still eyeing the 
               guards suspiciously.  The three of them start to head back 
               down the corridor of cells.

                                     JAKE
                         What's this about?

                                     GUARD1
                         The warden wants to see you.

                                     JAKE
                         In the middle of the night?  Gimme' 
                         a break.  You guys planing on shooting 
                         me?  Saying that I was trying to 
                         escape --

                                     GUARD2
                         Jeezus.  Are you for real?

                                     JAKE
                         I've seen the movies.  You guys always 
                         pull that kind of shit.

                                     GUARD1
                         Oh, and by that theory... all 
                         prisoners are actually innocent, 
                         right?

               Both guards give a slight chuckle.  Jake looks around 
               nervously as they pass through a few open doors.  They enter 
               a large darkened room.  Someone is seated at the desk hidden 
               by shadows.

                                     GUARD1 (CONT'D)
                         Need one of us to stay with you?

               From the shadows.

                                     WARDEN
                         That will not be needed.  Go about 
                         your business and have a good night.

                                     GUARD1
                         You need us to check back in?  To 
                         take this scumbag back to his...

                                     WARDEN
                         No.

               The guard looks confused.  He shrugs his shoulders, then the 
               two guards exit the room.  The door closes behind them.  
               There is an awkward silence.

                                     JAKE
                         Uh, Warden.  I ain't been causin' no 
                         problems, Sir.

                                     WARDEN
                         Mr. Fratelli.

                                     JAKE
                         ...and I'm actually kinda tired too.
                              (fakes a yawn)
                         Gotta' get ready for my parole board 
                         hearing next Thursday.

                                     WARDEN
                         Jake.  There isn't going to BE a 
                         parole hearing.

               Jake looks stunned.  The door suddenly swings open behind 
               him, making him jump.  There is a ruckus as three men enter.

                                     FRANCIS
                         I...I didn't do anything!  Come on, 
                         guys.  Jus' let me go back to my 
                         cell.  Please?  PLEASE?

               Two officers roughly shove FRANCIS into the room.  He falls 
               to his knees.  The Warden quickly stands.

                                     WARDEN
                         Enough!

               The two guards back out of the room.

                                     FRANCIS
                         Warden... I...

                                     JAKE
                         Francis?  Francis!

                                     FRANCIS
                         Wha?  Jake?  That you?

               He quickly stands up.  They momentarily stare at each other 
               before hugging.

                                     JAKE
                         It's good to see you, Bud.

               All of the sudden, Jake shoves him away a bit.

                                     JAKE (CONT'D)
                         Why the hell are you lettin' them 
                         push you around, Francis?  Huh?  
                         What would Ma think?

               The Warden clears his voice, and they both slowly turn to 
               him.

                                     WARDEN
                         Save the reunion festivities for 
                         later, won't you?  We are here to 
                         work out some details.

                                     FRANCIS
                         Huh?  For what?  What is this, Jake?

                                     JAKE
                         I dunno.  Warden... what did you 
                         mean?  I'm not havin' a hearing?

                                     WARDEN
                         Do you really think they are ever 
                         going to let you out, Jake?  
                         Seriously?

                                     JAKE
                         Sure.  I have...

                                     WARDEN
                         No.  They won't.  Roaches like 
                         yourselves are destined to scurry in 
                         the halls of prison your entire lives.  
                         Sure.  You may see the light of day, 
                         but you always come home to nest.

                                     JAKE
                         Oh.

                                     WARDEN
                         However, there are other ways out of 
                         this uh, "Roach Motel".  Can I 
                         interest you in an open door?

                                     FRANCIS
                         Wait.  We been here for over fifteen 
                         years without ever talkin' with you... 
                         sides' our introduction the first 
                         day.  Now...

                                     JAKE
                         ...You're our best friend?  Like I 
                         asked before, you guys setting us 
                         up?

               The Warden smirks a bit, then stands up.  He casually walks 
               over to Jake and Francis.

                                     FRANCIS
                         Oh, I'm not your friend.  Never 
                         confuse that with what we are talking 
                         about here.  I would just as soon 
                         shoot you as feed you.  You two are 
                         nothing besides green to line my 
                         pockets with.  If it weren't for 
                         money, we wouldn't be here talking.

                                     JAKE
                         We don't have any money, Warden.

               Suddenly a voice comes from a darkened corner of the room.  
               Chester Copperpot III.

                                     CHESTER
                         Yes, but gentlemen... I do. 

               They both spin to look at a face they can't see.  Chester 
               makes no move to help them see.

                                     FRANCIS
                         Who the Hell?

                                     WARDEN
                         You two have only one chance.

               He picks up two very thick folders from his desk.

                                     WARDEN (CONT'D)
                         Knowing how stupid you two are, I 
                         know one isn't enough.  But one it 
                         is.  Your friend here -- Um, OUR 
                         friend here -- has made me happy.  
                         Happy enough to chance several things 
                         on you.  You blow this, and I report 
                         you as escaped.  I guarantee that I 
                         can put together a manhunt big enough 
                         to scrape you from whatever shoe you 
                         try to hide under.  You do what he 
                         asks -- and then quietly disappear 
                         when you are done... and these files 
                         are filed away permanently.  With my 
                         signature.  Nobody will ask questions 
                         that I can't answer.

               The Fratelli's look stunned.

                                     JAKE
                         This ain't no trick?

                                     CHESTER
                         No.  Do exactly as I ask, and you 
                         two will be free men within a week.

                                     WARDEN
                         That is a scary thought.

                                     JAKE
                         What's the catch?

                                     CHESTER
                         No catch really.  You just have to 
                         promise me that I will have your 
                         undivided attention and commitment 
                         for the next week.  No questions 
                         asked.

                                     FRANCIS
                         No problem!  You got it... What are 
                         we doing?  Housework?  Cleaning your 
                         car?  Driving you around...

                                     CHESTER
                         You may actually enjoy this.  One 
                         last job... finishing up something 
                         that you had already started.

                                     JAKE
                         All it's gonna' to cost us is one 
                         week?

                                     CHESTER
                         Gentlemen, it may end up costing you 
                         your lives.

                                     WARDEN
                         We can only hope!

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